Section 1. General Provisions. The Board of Directors may designate committees. Each committee will act to carry out specific tasks of the organization or make recommendations to the Board on specific issues. The designation of committees does not excuse the Board from the legal responsibilities of the organization.
Section 2. Executive Committee – General Provisions. In addition to any other standing committees, there shall be an Executive Committee comprised of the President, Vice-President, Secretary, Treasurer, and Chairperson. The Executive Committee’s powers shall include only those powers as from time to time may be delegated to the committee by the Board of Directors or outlined in Article VIII, Section 3. These powers may include, but not necessarily be limited to, the power to act on behalf of the Corporation between meetings of the Board of Directors. The Executive Committee shall act on the basis of consensus within the committee to the extent feasible, but may act on the basis of a majority vote.
Nothing in the preceding paragraph shall be construed to preclude the President from consulting with the Executive Committee or acting in accord or opposition to its advice to the extent the President is acting within the President's authority. Any action taken by the Executive Committee shall be reported to the Board of Directors no later than the Board of Directors meeting immediately following the action taken.
Section 3. Executive Committee – Special, Limited Powers. MRN’s Executive Committee may act and/or advocate on behalf of MRN without prior authorization at a MRN Board meeting, subject to the following four requirements:
- At least four members of the Executive Committee must agree in writing on a common action or position; and
- The Executive Committee must e-mail the entire written agreement to the entire MRN Board; and
- At least five other MRN Board members (or at least four other MRN Board members if all five Executive Committee members have agreed in writing) must concur with the written agreement, without qualification, and so notify the entire MRN Board by e-mail; and
- The Executive Committee must certify to the entire MRN Board via e-mail that the Executive Committee has fulfilled all three of the above requirements prior to acting or advocating on behalf of MRN.
Until and unless the Executive Committee fulfills all four of the above requirements, any action or advocacy by the Executive Committee lacking authorization from a MRN Board meeting is null and void on behalf of MRN. In the interests of preserving organizational unity, the Executive Committee should take special care to provide full and timely follow-up notice to the entire MRN Board regarding its efforts in conjunction with invoking this section of the bylaws.