Committees

[Guest Alyson Bennett]

How do you fill committees on a non-profit board 

[Hieu H. Huynh]

By election or appointment.

[Dan Honemann]

... and as soon as possible.

[Greg Goodwiller, PRP]

Robert's Rules  (RONR), on page 492, states, "In an assembly or organization that has not prescribed in its bylaws or rules how the members of its committees shall be selected, the method can be decided by unanimous consent or by majority vote at the time the committee is appointed, as described on page 174, lines 11–20; or (in the case of a special committee) the method can be specified in the motion to establish the committee. The power to appoint a committee carries with it the power to appoint the chairman and to fill any vacancy that may arise in the committee."

So first, check the Board's bylaws to see if anything is expressly stated. There may well be different procedures for "standing committees" (permanent committees whose membership may change from year to year, or term to term) and "special committees," which are appointed for a specific purpose and which cease to exist when that purpose has been accomplished, or their time has expired, or the assembly has acted to take their assigned task(s) back out of their hands. These are the committees whose members are typically named as part of the motion that created the committee, although some organizations leave the "appointment" of committee members to the President or some other person or persons.

But in any case, RONR defines five distinct ways that organizations may appoint individuals to committees (pp. 493-496): election by ballot, nominations from the floor, nominations by the chair, appointment by the chair, appointment by adoption of a motion naming members of a committee.

[Guest Attajb]

The Bylaws of the Corporation state that the president picks the chair an co chair. But according to past procedures the president and chair's of each committee have filled the committees 1)do committees have to change with a new president 2)can we follow past procedure the bylaws say.  The board is Governed by Roberts rules and it is silent about the number of members on each committee and how the members are picked even though past procedure a new member of the board is complaining about being placed on a committee by the president and not wanted on a committee by a chair because of the conflict this new member causes. Does  she go where the president and chair request or can she go where she would like. 

[Hieu H. Huynh]

So the Bylaws of the Corporation state that the president picks the chair and co-chair, but doesn't state that the president can appoint the other committee members?

[Greg Goodwiller, PRP]

So, it sounds as though you have an "established custom" of allowing the President and committee chairs to select committee members. Here is what RONR says about customs:

"In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, the established custom should be adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it" (RONR pg. 19).

RONR is basically silent on the appointment of committee members, except to define the various ways that they can be appointed or elected. So I see no reason that you cannot continue your usual practice. That said, it would be better to place that procedure in your bylaws.

As for question number 1, assuming you are talking about standing committees, there is no such rule in RONR, but either your own defined rules or your established custom should be followed.

[Guest Attajb]

4 hours ago, Hieu H. Huynh said:

So the Bylaws of the Corporation state that the president picks the chair and co-chair, but doesn't state that the president can appoint the other committee members?

Correct

[Guest Attajb]

4 hours ago, Greg Goodwiller said:

So, it sounds as though you have an "established custom" of allowing the President and committee chairs to select committee members. Here is what RONR says about customs:

"In some organizations, a particular practice may sometimes come to be followed as a matter of established custom so that it is treated practically as if it were prescribed by a rule. If there is no contrary provision in the parliamentary authority or written rules of the organization, the established custom should be adhered to unless the assembly, by a majority vote, agrees in a particular instance to do otherwise. However, if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order (23) citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with. If it is then desired to follow the former practice, a special rule of order (or, in appropriate circumstances, a standing rule or a bylaw provision) can be added or amended to incorporate it" (RONR pg. 19).

RONR is basically silent on the appointment of committee members, except to define the various ways that they can be appointed or elected. So I see no reason that you cannot continue your usual practice. That said, it would be better to place that procedure in your bylaws.

As for question number 1, assuming you are talking about standing committees, there is no such rule in RONR, but either your own defined rules or your established custom should be followed.

Thank you 

[Richard Brown]

Guest Attajb.can you quote for us EXACTLY what your bylaws say about these committees and the method of appointing/selecting the members and chairmen?   Don't paraphrase, we need an exact quote.

btw, are you the same person as the original poster, Guest Alyson Bennett?  If you aren't the same person, is this at least the same organization?  It confuses us when posters change names in the middle of a thread.

[Guest Attajb]

4 hours ago, Hieu H. Huynh said:

So the Bylaws of the Corporation state that the president picks the chair and co-chair, but doesn't state that the president can appoint the other committee members?

Correct

[Guest Attajb]

The Bylaws say under article 8 committees #2 Appointments. Chairpersons of all committees shall be appointed by the President of the Board of Directors.

[Guest Attajb]

# 3 The president shall have the authority to establish special/ad hoc committees as he/ she deem appropriate 

#1 is There shall be 8 standing committees of the Board of Directors committee descriptions will be reviewed and voted on annually 

[Gary Novosielski]

I don't see anything there about co-chairs.  If that's correct, then you haven't got any.

[Richard Brown]

15 hours ago, Guest Attajb said:

The Bylaws say under article 8 committees #2 Appointments. Chairpersons of all committees shall be appointed by the President of the Board of Directors.

 

15 hours ago, Guest Attajb said:

# 3 The president shall have the authority to establish special/ad hoc committees as he/ she deem appropriate 

#1 is There shall be 8 standing committees of the Board of Directors committee descriptions will be reviewed and voted on annually 

 

46 minutes ago, Gary Novosielski said:

I don't see anything there about co-chairs.  If that's correct, then you haven't got any.

I agree.  I don't see anything about co-chairs or vice chairs either.  It appears to me the president can appoint chairmen, but not co-chairs or vice chairs.  However, if that is their custom, I suppose they can continue it until a motion or rule is adopted to the contrary.

AS to staffing the standing committees, since the method is not specified in the bylaws, this should be done via a motion of some sort.  Greg Goodwiller  has already made an outstanding post about the options for appointing and staffing committees.   The bylaws do seem relatively clear that the president appoints all members of special committees. 

As for the terms of members of standing committees, RONR says the following on pages 490-491:  

"Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them. In an ordinary society, the members of such a committee serve for a term [page 491] corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide. Thus, a new body of committee members is normally appointed at the beginning of each administration. "

It isn't as clear as it could be whether that provision is in the nature of a rule or a simple statement of the usual way of doing things.  It seems like more of a "should" rule than a "must" rule.  I think it is up to your organization to determine what practice to follow.... or whether to continue with your existing practice, whatever it is.

Edited January 5, 2017 at 09:40 PM by Richard Brown

[Gary Novosielski]

16 minutes ago, Richard Brown said:

I agree.  I don't see anything about co-chairs or vice chairs either.  It appears to me the president can appoint chairmen, but not co-chairs or vice chairs.  However, if that is their custom, I suppose they can continue it until a motion or rule is adopted to the contrary.

I think no more than a point of order would be necessary.

[Josh Martin]

21 hours ago, Richard Brown said:

"Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them. In an ordinary society, the members of such a committee serve for a term [page 491] corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide. Thus, a new body of committee members is normally appointed at the beginning of each administration. "

It isn't as clear as it could be whether that provision is in the nature of a rule or a simple statement of the usual way of doing things.  It seems like more of a "should" rule than a "must" rule.  I think it is up to your organization to determine what practice to follow.... or whether to continue with your existing practice, whatever it is.

The rule provides that "members of a committee serve for a term corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide." I don't know how that could be any clearer. If the society wishes for a different term of office for standing committee members, it must "expressly provide" as much in its rules.

[Richard Brown]

7 minutes ago, Josh Martin said:

The rule provides that "members of a committee serve for a term corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide." I don't know how that could be any clearer. If the society wishes for a different term of office for standing committee members, it must "expressly provide" as much in its rules.

It's the last sentence of the RONR provision, which you omitted but I included, that causes the confusion. It says that " a new body of committee members is normally appointed at the beginning of each Administration."  

That provision is not as clear as it could be. If it is intended as a must rule, rather than a should rule, it should say that a new body of committee members MUST be appointed at the beginning of each Administration.

It may be that it is a must rule rather than a should rule, and in retrospect it probably is intended to be a must rule, but that last sentence creates the doubt.

[Gary Novosielski]

The word normally suggests to me only that since the majority of societies would qualify as ordinary societies, to which the rule does apply, it would be safe to say that the rule would normally apply.  It would not apply in those instances where express provisions to the contrary exist, but that is not the norm.

The rule does not use the word must, but it does say that the practice is followed except where the bylaws provide otherwise, and that seems unambiguous.

[Richard Brown]

There are several instances in RONR where it makes statements that merely reflect custom or common practice but are not intended to be actual rules.

[Josh Martin]

22 hours ago, Richard Brown said:

It's the last sentence of the RONR provision, which you omitted but I included, that causes the confusion. It says that " a new body of committee members is normally appointed at the beginning of each Administration."  

That provision is not as clear as it could be. If it is intended as a must rule, rather than a should rule, it should say that a new body of committee members MUST be appointed at the beginning of each Administration.

It may be that it is a must rule rather than a should rule, and in retrospect it probably is intended to be a must rule, but that last sentence creates the doubt.

The rule provides that committee members serve for a term corresponding to that of the officers, or until their successors are appointed. As a result, committee members are normally appointed at the start of each new administration. If this is not done, the committee members continue to serve until their successors are appointed.

21 hours ago, Richard Brown said:

There are several instances in RONR where it makes statements that merely reflect custom or common practice but are not intended to be actual rules.

Yes, but those statements do not include the language "unless the bylaws expressly provide otherwise."