BabbsJohnson Posted January 11, 2015 at 01:36 PM Report Share Posted January 11, 2015 at 01:36 PM I've been looking and looking if Roberts Rules gives any guidelines of disbanding committees.All I can find is information on 'discharging' committees.Is disband and dissolve and discharge all the same?Can any of you tell me if RR has anything to say about dissolving or disbanding a committee?Last week the president (vice in absence of president), under the agenda item of "board to review revised charters" for two committees, (background, one committee chairperson suggested a rewrite of the charters, that took place and the board was to review them or at least give their feedback for the charters to be then re-revised by the committees and respective chairpersons of each) gave vague reasons for doing so, but made a motion to "disband" both committees.In the preliminary minutes it said that the board voted to "dissolve" the committees.Is disband and dissolve the same?This did not have a 2/3 vote, there were 5 people present and three of them, including the president, and the mismanaging chairperson mentioned in the later paragraphs, and a person who seems to always vote "with" that board member/committee chairman, voted to pass it. Two people were absent from the meeting, two people voted against passing this motion.The president indicated she had received information about interpersonal situations and questions that people on the committee had (that have still gone unanswered and unresolved). One of the board members asked her for proof of what she was referring to when she cited her reasons why she was moving to "disband" the committee, and she said she did not have to give any. This honestly felt like an arbitrary quasi trial, that went from vague hearsay-based accusation without any presented proof, that skipped over formal accusation with proof, and without letting the accused answer (since no actual real accusations took place) and then went straight to 'sentencing', in which the committees were disbanded..The committee had existed in another form for many years and had just been split off from another committee to be its own. It had two members from the prior committee, and two new members. One of the prior members is a board member and became the chairperson, and the other prior member is the (usual) president, who was absent from the meeting.This was to be a standing committee and was only formed three months ago. The committee was not charged with any clear formal goals for the short or long term, and in one committee member's opinion, was being mismanaged by the chairperson, who had also done some questionable things within the committee as far as his power and abilities. This committee member had asked in several ways to the chairman, the board president, and someone who would have acted as a mediator for time to discuss these issues face to face in the next committee meeting or before that point, but never got the chance (those who were asked skirted around the request in preliminary discussion or ignored the request) before this action in the board meeting took place, and that committee member's former request was never satisfied.The chairman told the committee member who asked him that he had to know explicitly 'what and why' the committee member needed some time to address the committee at the next meeting. Because the subject was of a sensitive nature (the mismanagement issue) the committee member chose to take it up with the board president and the mediator, asking for the chairman to be present also, and that request was the one that was either delayed or ignored, or when asked a series of questions, dismissed, to a point.Feedback? Looking for specific answers to the disband vs dissolve vs discharge questions, and also about the 2/3 vote.Also there was another indication from another website that stated that the president could not be on a committee unless special verbiage in the by-laws stated they could. Not sure if this is something anyone could give feedback on, but I'll throw it out there anyway. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 11, 2015 at 01:56 PM Report Share Posted January 11, 2015 at 01:56 PM Can any of you tell me if RR has anything to say about dissolving or disbanding a committee? It doesn't. It refers only to the discharge of a committee (Sec. 36). Quote Link to comment Share on other sites More sharing options...
BabbsJohnson Posted January 11, 2015 at 01:58 PM Author Report Share Posted January 11, 2015 at 01:58 PM It doesn't. It refers only to the discharge of a committee (Sec. 36).I did see that...Hmmm.....well, if Roberts Rules are to preside, how does one disband a committee, and if there are no guidelines, how does one know what kind of voting is required? Quote Link to comment Share on other sites More sharing options...
jstackpo Posted January 11, 2015 at 02:05 PM Report Share Posted January 11, 2015 at 02:05 PM "Discharge" means to tell a committee to stop working on some (previously referred) task. See p. 310. It does not do away with a committee - what I guess you mean by "disband". If you want a committee to cease to exist, you would have to go find the motion that established the committee (it might be in the bylaws) and rescind (p. 305) that motion (or amend the bylaws by striking out the establishment provision). A sort of sneaky way to quasi-disband a committee would be to remove all the people from the committee. The committee would still exist (in a virtual sort of a way) but, clearly, wouldn't be doing anything. Much cleaner to just rescind the establishment. Quote Link to comment Share on other sites More sharing options...
BabbsJohnson Posted January 11, 2015 at 02:18 PM Author Report Share Posted January 11, 2015 at 02:18 PM Hmm.So is there any 'right' way to disband or dissolve a committee? Quote Link to comment Share on other sites More sharing options...
jstackpo Posted January 11, 2015 at 02:44 PM Report Share Posted January 11, 2015 at 02:44 PM Sure. As noted, rescind the motion that established the committee. Quote Link to comment Share on other sites More sharing options...
BabbsJohnson Posted January 11, 2015 at 04:40 PM Author Report Share Posted January 11, 2015 at 04:40 PM Sure. As noted, rescind the motion that established the committee.So...is how it was done 'wrong' in any way? Quote Link to comment Share on other sites More sharing options...
jstackpo Posted January 11, 2015 at 06:21 PM Report Share Posted January 11, 2015 at 06:21 PM How is what "done wrong"? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted January 11, 2015 at 07:03 PM Report Share Posted January 11, 2015 at 07:03 PM Is disband and dissolve and discharge all the same? In the case of a special committee, discharging the committee of its appointed task will also disband or dissolve the committee, since special committees are appointed for a specific task. In the case of a standing committee, discharging the committee of a particular task will not dissolve the committee. Can any of you tell me if RR has anything to say about dissolving or disbanding a committee? Not in those words, but the assembly can accomplish this object by means of the motion to Rescind or Amend Something Previously Adopted, which is discussed in RONR, 11th ed., pgs. 305-310. Exactly what is required will depend on how the committee was established. So...is how it was done 'wrong' in any way? In order to definitively answer whether the method used was improper, what would have been the proper method, and what can be done about it now, it will be necessary to know how the committee was established. Was it simply established by a main motion? If so, by the board or the membership? Alternately, is the committee found in the organization's rules? If so, what level of rules - bylaws, special rules of order, standing rules? Quote Link to comment Share on other sites More sharing options...
BabbsJohnson Posted January 11, 2015 at 09:08 PM Author Report Share Posted January 11, 2015 at 09:08 PM In order to definitively answer whether the method used was improper, what would have been the proper method, and what can be done about it now, it will be necessary to know how the committee was established. Was it simply established by a main motion? If so, by the board or the membership? Alternately, is the committee found in the organization's rules? If so, what level of rules - bylaws, special rules of order, standing rules?I believe, by the Board, by a main motion. Stated in our By laws:"There shall also be such boards, or committees as shall be determined from time to time by the Board of Directors, consisting of those persons who may be selected therefor and invited to become members thereof by the Board of Directors and having such powers and duties as may be delegated by the Board. Any such board or committee and the members thereof shall serve at the pleasure of the Board of Directors."And later, on another page:"To establish such additional committees, officers or employees of the association, as shall be determined, from time to time, by the Board of Directors as having such powers and duties as may be delegated by the Board. Any such board or committee or officer shall serve at the pleasure of the Board of Directors." Quote Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 11, 2015 at 09:20 PM Report Share Posted January 11, 2015 at 09:20 PM If the board giveth, the board can taketh away. Rescinding a motion requires either a two-thirds vote, the affirmative vote of a majority of the (total) membership (of the board), or, with previous notice, just a majority vote. It might also be possible for the general membership to rescind a motion adopted by the board. See Official Interpretation 2006-13. Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted January 11, 2015 at 09:25 PM Report Share Posted January 11, 2015 at 09:25 PM Please, for the sake of clarity, consider amending your bylaws to remove the references to "board" in the sections you cited describing the creation of committees. The last thing you want to do, when you already have a Board of Directors, is to create another entity called a board - it will be certain to cause undue confusion. It seems to me that those sections are really describing the formation of committees alone. Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted January 11, 2015 at 09:45 PM Report Share Posted January 11, 2015 at 09:45 PM Nosey, look at this: "Any such board or committee and the members thereof shall serve at the pleasure of the Board of Directors." ... and this: "Any such board or committee or officer shall serve at the pleasure of the Board of Directors." ... and everything else goes away (including, I have to tell you, the committees). (That is, unless there's something else. Like, was a quorum present? Did anyone who was NOT a board member vote?) Quote Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 11, 2015 at 09:48 PM Report Share Posted January 11, 2015 at 09:48 PM (That is, unless there's something else. Like, was a quorum present? Did anyone who was NOT a board member vote?)Well, it looks like they didn't have the required vote though, of course, at this point that's moot. Quote Link to comment Share on other sites More sharing options...
BabbsJohnson Posted January 11, 2015 at 09:52 PM Author Report Share Posted January 11, 2015 at 09:52 PM If the board giveth, the board can taketh away. Rescinding a motion requires either a two-thirds vote, the affirmative vote of a majority of the (total) membership (of the board), or, with previous notice, just a majority vote. It might also be possible for the general membership to rescind a motion adopted by the board. See Official Interpretation 2006-13.There was no previous notice of this action, and there were only 5 out of 7 present, the vote was 'passed' with 3 out of 5.Instead of reviewing the charters, the president judged the work and referenced 'information she had heard" about some issues, and made her judgement decision from there. She would not elaborate on the information, and there is no guarantee that the information was correct , in context or complete. Quote Link to comment Share on other sites More sharing options...
BabbsJohnson Posted January 11, 2015 at 09:53 PM Author Report Share Posted January 11, 2015 at 09:53 PM Well, it looks like they didn't have the required vote though, of course, at this point that's moot.Wy is it moot? If they did not have the required vote, does that not invalidate it? Quote Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 11, 2015 at 09:55 PM Report Share Posted January 11, 2015 at 09:55 PM There was no previous notice of this action, and there were only 5 out of 7 present, the vote was 'passed' with 3 out of 5.Although it appears the required vote requirement wasn't met, the time to raise a point of order has passed. See Official Interpretation 2006-18. Of course if the two absent members show up at the next meeting, and vote with the two members who voted against dissolving/disbanding/discharging the committee, a new committee could be appointed. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted January 12, 2015 at 12:45 AM Report Share Posted January 12, 2015 at 12:45 AM I believe, by the Board, by a main motion.Stated in our By laws:"There shall also be such boards, or committees as shall be determined from time to time by the Board of Directors, consisting of those persons who may be selected therefor and invited to become members thereof by the Board of Directors and having such powers and duties as may be delegated by the Board. Any such board or committee and the members thereof shall serve at the pleasure of the Board of Directors."And later, on another page:"To establish such additional committees, officers or employees of the association, as shall be determined, from time to time, by the Board of Directors as having such powers and duties as may be delegated by the Board. Any such board or committee or officer shall serve at the pleasure of the Board of Directors." Based on these additional facts, it would appear that the required vote threshold was not met, however, it is too late to raise a Point of Order about that at this time. Quote Link to comment Share on other sites More sharing options...
Edgar Guest Posted January 12, 2015 at 01:08 AM Report Share Posted January 12, 2015 at 01:08 AM Although it appears the required vote requirement wasn't met, the time to raise a point of order has passed. See Official Interpretation 2006-18. Based on these additional facts, it would appear that the required vote threshold was not met, however, it is too late to raise a Point of Order about that at this time. Yes, of course, That's what I meant to say. Quote Link to comment Share on other sites More sharing options...
BabbsJohnson Posted January 12, 2015 at 07:46 AM Author Report Share Posted January 12, 2015 at 07:46 AM Thank you all for your help. Seems like I'm always turning a corner to discover a mountain of information to learn and try to remeber. Along with the realities of elections and removals etc, seems like quite the uphill batlle. Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted January 12, 2015 at 08:29 AM Report Share Posted January 12, 2015 at 08:29 AM Thank you all for your help. Seems like I'm always turning a corner to discover a mountain of information to learn and try to remeber. Along with the realities of elections and removals etc, seems like quite the uphill batlle. Don't think you're the only one. Quote Link to comment Share on other sites More sharing options...
Gary c Tesser Posted January 12, 2015 at 08:35 AM Report Share Posted January 12, 2015 at 08:35 AM Gary c Tesser, on 11 Jan 2015 - 4:45 PM, said:(That is, unless there's something else. Like, was a quorum present? Did anyone who was NOT a board member vote?) Well, it looks like they didn't have the required vote though, of course, at this point that's moot. Why? Are you thinking that pp. 574 and 653, bottom, apply? I don't see it, unless we know for sure that OP Pokey's bylaws contain the required wording, and frankly I've had enough of bylaws for one day (3:35 AM counts as late Sunday); and without that wording, "pleasure" should require only a majority vote. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 12, 2015 at 01:42 PM Report Share Posted January 12, 2015 at 01:42 PM When a special (a.k.a. select) committee is discharged from its one and only task, it ceases to exist, so you can disband it that way. A standing committee can be discharged from further consideration of one of the matters committed to it, but the committee continues to exist. Discharging a committee normally requires a 2/3 vote, since it is reversing a prior decision (to charge the committee with that matter). However if a committee fails to report by a date at which it was instructed to report, it would only take a majority vote to discharge it. To disband a standing committee you'll have to find out by what authority it was created, and reverse that decision, which could possibly involve a bylaws amendment. Quote Link to comment Share on other sites More sharing options...
Guest Guest Posted February 3, 2015 at 09:45 PM Report Share Posted February 3, 2015 at 09:45 PM To disband a standing committee you'll have to find out by what authority it was created, and reverse that decision, which could possibly involve a bylaws amendment.What an improper motion was made on an item at a meeting where the item was not on the agenda?Here's the situation somewhat in brief:Two people out of seven are absent from board meetingPresident makes a motion after mentioning vague references that she has 'heard things' about a committee's work that was displeasing to her, and that she had 'seen things' the she thought the committee had (encourgaed? approved? this was confusing because all proposals are put to our landscaping company to propose and then those work proposals are approved by the board) that were not professional or fulfilling their job (but insisted she did not have to give any specific examples or proof of either of these vague references. All work done is authorized in proposals put before the board).During discussion/debate another board member asks for proof of the vague offenses, and she says she does not need to provide any.She then makes a motion to disband not one, but two related standing committees, and two other people voted to pass it, including her, who had her hand up first, she did not vote to break a tie though she would have)Two people voted against it.The agenda item was to review and approve or to send back for further revisions the two charters governing these two committees.The agenda item became whether to disband the two committees (mutated by the motion she made).No prior mention of this intention was made before the meeting, it took everyone by surprise and actually we were in shock.The two people that voted with her did not ask any questions or make comments in discussion. This suggests they had a prior discussion before the meeting to vote together.One of the people who voted to pass it was the chairman of one of the committees who stonewalled a committee member in prior weeks when asked about his role and level of authority (this committee member saw and heard things that suggested he was acting outside his authority on several occasions and needed clarification. When the question became a black and white issue he ceased to answer to the question being asked of him (stonewalling).Neither of these committees had been disbanded for any reason in the past 10 years or more.Was any of this improper? Meaning out of order? Does anything in how it was done make the passed motion null? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted February 3, 2015 at 10:42 PM Report Share Posted February 3, 2015 at 10:42 PM Guest Guest, are you the same person as Member Nosey who started this thread? Is the same group? It seems that Member Nosey's question has been answered, especially by Dr. Stackpole in post # 4 and by Josh Martin in post # 9. If you are talking about a different situation or organization, please post your question as a new topic. Quote Link to comment Share on other sites More sharing options...
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