who has overall authority

[Tom G]

This is my first posting, thanks in advance.

Our organization has a constitution and by-laws committee and they are in charge of suggesting changes to the by-laws.

However, during a board meeting of the the entire board, the board voted unanimously to make a specific change to the bylaws. The committee chair states that this was improper because it did not go through the committee.

However, the president, vice president and executive director believe that the board can discuss and vote on any issue of import to the organization and the entire board's decision supersedes any committee (composed of non-board members) and that the board is the only legally statutory body of the organization and that once the board votes, the decision is final (assuming that the vote was legally carried out).

Can someone help and clarify this? A reference to rules of order would be most helpful.

Thanks in advance,

Tom

[Bruce Lages]

The answer to your question is going to depend on what your bylaws (or constitution) say about this constitution and bylaws committee - specifically what its function is and what role it plays in the process of making amendments to either document. If consideration of amendments by that committee is a required step in the process, then the board can not, on its own, circumvent that step.

[Transpower]

Very unclear.  Is there only a "board"?  Is there no member assembly?  Is the Bylaws Committee a standing committee?

[Tom G]

Thanks to all:

Points of clarification:

1. bylaws state that revisions must be approved by the committee,
2. the executive board determined that the chair of the committee would not be impartial and would bury the recommendations,
3. the committee was never formed and so never met, and so missed its deadline, and so the board acted.

Our procedure is for the executive board and then general board to approve or reject modifications to the by-laws and then they are sent to the membership for public comments, and then the modification process begins again. At the end of the process, the general membership votes on the proposed changes.

Question:

once the board has voted (based on point number 2 and 3, above), is this binding?

[Transpower]

Then, based on your answer to my question 1, the bylaws committee must be formed and hold a meeting to discuss the matter.  The answer to question 2 is irrelevant; besides, how could there be a chair if there is no committee?  The board should have assisted with the formation of the bylaws committee, rather than acting on its own.  The board vote is irrelevant; nothing can trump the bylaws.

[Kim Goldsworthy]

On 6/14/2017 at 7:40 AM, Tom G said:

 

1. bylaws state that revisions must be approved by the committee,
2. the executive board determined that the chair of the committee would not be impartial and would bury the recommendations,
3. the committee was never formed and so never met, and so missed its deadline, and so the board acted.

 

You failed to cite the actual METHOD OF AMENDMENT of your bylaws.

I doubt your bylaws explicitly say, "2. ... the chair of the committee would not be impartial ...".

And, I doubt your bylaw say "... must be approved by the committee ...".

So far, your question isn't a question of Robert's Rules, but a question of "organization bylaws". -- And you haven't quoted your bylaws (yet).

 

[Rev Ed]

Of coursenothing would stop the Board from forming the Committee and then appointing themselves as members of the Committee, unless the By-laws state some other method of appointing the Committee.

On a side note, if the Committee does not existat the moment, then how is there a Chairman for the Committee?