Article IV of the Association Bylaws spells out the responsibilities of the Board of Directors of the American Angus Association, including the handling of committees.
It is the responsibility of the incoming president to appoint Board members to the committees. Those appointments are approved during the Board’s first meeting in Louisville after the annual convention.
Only one committee is expressly required by the Bylaws. The Board must have a standing committee known as the Executive Committee (Article IV, Section 4.8). The president and chairman of the board and the vice president and vice chairman of the board are automatically, by position, voting members of the Executive Committee. The Board must appoint at least three, but no more than five, additional directors to the committee. The Association’s CEO is, by position, a non-voting member of the committee.
The Executive Committee carries the authority of the full Board when the full Board is not in session. It has the authority to meet and conduct the business of the Association as needed between regularly scheduled Board meetings. But it is not without oversight.
While executive committees are common to companies of our size and, on occasion, are required to take action on pressing matters when convening the whole Board is not feasible, their actions do not occur in a void. As specified by the Bylaws, any action taken by the Executive Committee has to be reported to the full Board in writing at its next regularly scheduled meeting. Additionally, for a number of years it has been the policy of the Board that any action the Executive Committee takes must be reported to the full Board in writing within seven days.
The sole exception to this practice involves actions taken by the Executive Committee pursuant to Article VIII — Discipline, Suspension or Expulsion. Under that article, the Executive Committee reviews alleged Rules/Bylaws violations and breeder complaints, decides whether to initiate investigations into such violations, and determines whether a complaint should be brought before the full Board.
The Executive Committee also works closely with the CEO to provide direction on programs, issues and proposed administrative changes.
The Executive Committee for 2011 is comprised of Joe Hampton, chairman; Jarold Callahan, vice chairman; Phil Trowbridge; Steve Olson; Gordon Stucky; and Bryce Schumann, CEO, as a non-voting member. The Executive Committee may call upon any staff member, as needed, for the working of the committee.