Committee of Membership versus Committee of the BOD

[J H Smith]

What page and lines are the two types of committee explained? Where also is the committee reporting process defined? 

[Tim Wynn]

What page and lines are the two types of committee explained? Where also is the committee reporting process defined? 

See RONR (11th ed), p. 490, line 32 - p. 492, l. 9.

 

For reports of committees, see p. 503 and a few of the pages that follow.

[Gary c Tesser]

I think that what the original poster, Smith Little, is asking about, would be "Committee of Membership versus Committee of the BOD," as the thread title says. In which case, I'd have to say that they are not two types of committee, but just the same type of committee, differing only in which body each is subordinate to. You can look at the bottom of p. 484 and continue to the top of p. 485.

[Guest D Elkins]

In that case, is it true (from what I have gathered viewing other related committee postings) that a Standing Committee is a Member or Membership Committee......even though Bylaws give authority to the President to appoint chair and require Board Approval of that appointment?

 

These committees are required to file reports prior to each board meeting which the board receives and can act upon.

 

 

[Josh Martin]

In that case, is it true (from what I have gathered viewing other related committee postings) that a Standing Committee is a Member or Membership Committee......even though Bylaws give authority to the President to appoint chair and require Board Approval of that appointment?

 

Well, the fact that the President appoints the chair (with board approval), doesn't necessarily make it a committee of the board, if that is your question. Generally speaking, I would assume that standing committees in the bylaws are committees of the membership unless the bylaws provide otherwise. Ultimately, this will be a question of bylaws interpretation. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

 

These committees are required to file reports prior to each board meeting which the board receives and can act upon.

 

Well, if they're committees of the board, you've been doing it right. If not, you've been doing it wrong.

 

For future reference, it's best to ask a new question as a new topic, even if an existing topic seems similar.

[Tim Wynn]

In that case, is it true (from what I have gathered viewing other related committee postings) that a Standing Committee is a Member or Membership Committee......even though Bylaws give authority to the President to appoint chair and require Board Approval of that appointment?

 

These committees are required to file reports prior to each board meeting which the board receives and can act upon.

If they're required to report in a certain manner, they should be doing so.  I'm not sure how a committee "files a report prior to a board meeting," though. Is this requirement contained in the bylaws?

[Rev Ed]

And depending on who has the authority to deal with recommendations in a Committee report would likely dictate who the Committee would report to.  For example, if the Board has full authority to run the organization on behalf of the membership, then the Committee will always have to report to the Board.  It all comes down to the By-laws.

[Tim Wynn]

For example, if the Board has full authority to run the organization on behalf of the membership, then the Committee will always have to report to the Board.

Oh, I doubt that. 

[Josh Martin]

And depending on who has the authority to deal with recommendations in a Committee report would likely dictate who the Committee would report to.  For example, if the Board has full authority to run the organization on behalf of the membership, then the Committee will always have to report to the Board.  It all comes down to the By-laws.

 

I'm in agreement with the statement that "it all comes down to the bylaws," but a board which has "full power and authority over the affairs of the Society between meetings of the membership," does not necessarily have the authority to receive reports from or deal with the recommendations of a committee of the membership. Unless the bylaws  provide otherwise, a committee of the membership answers only to the membership.

 

Whether a board which has "full power and authority to run the organization on behalf of the membership" has such authority is a more difficult question that the society will need to interpret. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

 

Oh, I doubt that. 

 

Are you doubting that a board which has "full power and authority to run the organization on behalf of the membership" can receive and act on reports from committees of the membership, or are you doubting that the board has "full power and authority to run the organization on behalf of the membership?"

[Guest D Elkins]

The organization has members and a board ,which is elected by the members. The board has corporate powers for the organization.

 

The President, subject to board approval, has the power to appoint "such committees and chairpersons therof" as the business of the association requires.  This is how these committees come into existence. 

 

 Part of the confusion is that it that the specific committees are not named and their duties/procedures are not listed in the bylaws themselves, but appear only in the Rules and Regulations or job descriptions.  I went to the bylaws for clarification as you suggested and this is what I found-

  

Under the Article 5- Committees

Under Section 5 .1- The bylaws state that the Committees will have such authority and perform such duties...."as are provided in the Bylaws of the Association or as the Board of Directors may from time to time determine. The committees, are subject to alteration, deletion, replacement, or removal at any duly called meeting of the Board of Directors."

 

Then in Section 5 .2-of the bylaws state that the "Standing Committees and their responsibilities are listed in the Rules and Regulations and can be modified at any time by a majority vote of the Board of Directors."

 

Those are the only sections regarding committees in the Bylaws.  All else is in the Rules.

Since those rules are changed quite frequently, the committees and their responsibilities also change quite frequently.  It just seems that in looking at all this, the two sections above, from my view, conflict with each other and perhaps the trouble in trying to figure out what type of committee it is stems from this conflict and constant change.

 

While looking to the bylaws for direction as to which type of committee it was, I also discovered that under another Bylaw that outlines the right of members saying each member has voting rights "unless otherwise specified in the Rules and Regulations."

 

 

The bylaws state that no rules, etc can conflict with the bylaws.  Also that Robert's Rules applies to all business not otherwise specified in the bylaws.

 

I started off trying to look for more definition on the type of committee and now I am just wondering about an exception in the bylaws that has the effect of overriding aspects of the bylaws.   This does not seem to preserve the hierarchy of Articles, Bylaws, Rules....and perhaps my inability to pin down a definition stems from the non-committal nature of the bylaws language.

 

I think my question has evolved into is there a citation you can point me to that covers the topic of transferring the bylaw power to a rule....or sharing it...?

 

 

[Josh Martin]

The President, subject to board approval, has the power to appoint "such committees and chairpersons therof" as the business of the association requires.  This is how these committees come into existence. 

 

That clarifies the issue considerably. If the board established the committees, then I would say that they are committees of the board (unless something else suggests otherwise).

 

(I would note that appointing the members of a committee and establishing a committee are not necessarily the same thing, but based on the facts provided, it appears the President has the authority to do both with the approval of the board.)

 

Under the Article 5- Committees

Under Section 5 .1- The bylaws state that the Committees will have such authority and perform such duties...."as are provided in the Bylaws of the Association or as the Board of Directors may from time to time determine. The committees, are subject to alteration, deletion, replacement, or removal at any duly called meeting of the Board of Directors."

 

Then in Section 5 .2-of the bylaws state that the "Standing Committees and their responsibilities are listed in the Rules and Regulations and can be modified at any time by a majority vote of the Board of Directors."

 

...

 

Since those rules are changed quite frequently, the committees and their responsibilities also change quite frequently.  It just seems that in looking at all this, the two sections above, from my view, conflict with each other and perhaps the trouble in trying to figure out what type of committee it is stems from this conflict and constant change.

 

I don't see how the sections you've cited are in conflict. Section 5.2 does appear to conflict with your statement that the President creates committees (with the board's approval), so if that statement is from your bylaws, you do seem to have a problem. In any event, I don't think this constant change has anything to do with which body is the parent assembly of the committees.

 

I think my question has evolved into is there a citation you can point me to that covers the topic of transferring the bylaw power to a rule....or sharing it...?

 

There's nothing in RONR which specifically addresses this topic.

[Sean Hunt]

I can think of some ways by which this might not be a problem, but really, this comes down to bylaws interpretation, which is beyond the scope of these forums.

[Tim Wynn]

Are you doubting that a board which has "full power and authority to run the organization on behalf of the membership" can receive and act on reports from committees of the membership, or are you doubting that the board has "full power and authority to run the organization on behalf of the membership?"

I'm doubting that such a committee will "ALWAYS" have to report to the such a board.  It's really not a controversial stance I'm taking.