Establishing and Appointing Special Committees

[Guest W. Watson]

Gentlemen:
I understand that a Society interprets its own bylaws.  But I am simply asking for your professional opinion based on the information given below to see if they support my talking points. There is only one sentence in our organization's bylaws that mention Adhoc/special committees and the bylaws are silence elsewhere. Here is the direct quote from Article X, section 12 of my organization bylaws:

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Section 10.12 Special Committees

Special or Ad Hoc committees may be established by the President, the Board of Directors, or Executive Committee as needed.

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Now our President has established a special committee called the President’s Advisory Committee and has appointed the chair and four other members of this special committee. This appointment of committee members was done after adjournment of our last assembly meeting.  I have taken the position that the President can only establish (i.e., bring a special committee into being) but does not have the authority to actually appoint the committee members without further authorization in the bylaws. Thus, the President cannot assume that section 10.12 above gives him the power to appoint.  When the President announces the committee members to the assembly at the next assembly meeting, I intend to raise a point of order. My arguments are that the President does not have this authority and there are others that are good advisors that should be on the committee. What are your thoughts!

[jstackpo]

I agree with you.  Establish and appoint are two different actions.

A reversed example is in RONR, page 495, line 11ff through line 16 on p. 496: It essentially states that, given a bylaw authorization to appoint a committee the president cannot assign a task to the group (equivalent to establishing the group as a committee) .   The president has to have both authorizations if he/she is to be able to establish a committee (assign tasks, deadlines, instructions, &c.) and name people to serve on the committee.  Lacking that authority, the proper course of action is for a member to make a motion (amendable, of course) naming the people who should serve on  (or as) the committee.

Unfortunately, RONR is a bit sloppy with the language, often using the "common" meaning of "appoint a committee" to mean both establish and name people to a committee.  And sometimes using the word "establish" where "appoint" is the correct action, in context, and vice versa.  So expect an argument if your friends have read RONR as closely as you have.

[Richard Brown]

I don't have a copy of RONR in front of me at the moment, but it's my understanding that the power to "establish" a committee includes the right to appoint its members . So, to That extent, I suppose my opinion is different from that of Dr. Stackpole, who is apparently at least looking at RONR.

Ultimately, I think this is an issue of bylaws interpretation, something only your organization can do.   Stay tuned for more opinions! 

[Guest Who's Coming to Dinner]

That the President, the Board and the Executive Committee are mentioned in one breath suggests to me that their power is equal in this regard. The Board and the Committee undoubtedly have the power to appoint the committees they create, so why should the President not enjoy that power? Why would the bylaws give the other bodies an effective veto power over the President by refusing to appoint anyone to his committees?

[Joshua Katz]

1 hour ago, jstackpo said:

I agree with you.  Establish and appoint are two different actions.

 

I think the best argument for this position, on these facts, is the principle that giving permission implies forbidding other things of like kind.  But if we apply that logic, not only can't the President appoint, but neither can the Board or the EC.  They'd all need to go to the general membership to fill their committees.  That seems like a strange interpretation.  So I tend to agree with GWCTD:

24 minutes ago, Guest Who's Coming to Dinner said:

The Board and the Committee undoubtedly have the power to appoint the committees they create, so why should the President not enjoy that power

 

[Willie Watson]

4 hours ago, Richard Brown said:

I don't have a copy of RONR in front of me at the moment, but it's my understanding that the power to "establish" a committee includes the right to appoint its members . So, to That extent, I suppose my opinion is different from that of Dr. Stackpole, who is apparently at least looking at RONR.

Ultimately, I think this is an issue of bylaws interpretation, something only your organization can do.   Stay tuned for more opinions! 

One strange thing about our organization is that our organization’s bylaws delegates the authority to interpret bylaws to the bylaws committee  and then goes on to say if a significant number of members question the bylaws committee interpretation of a bylaw statement that the bylaws committee is to seek the advice of a professional parliamentarian. Since I am the chair of our bylaws committee that is why I am seeking the opinions of members of this forum.

4 hours ago, jstackpo said:

I agree with you.  Establish and appoint are two different actions.

A reversed example is in RONR, page 495, line 11ff through line 16 on p. 496: It essentially states that, given a bylaw authorization to appoint a committee the president cannot assign a task to the group (equivalent to establishing the group as a committee) .   The president has to have both authorizations if he/she is to be able to establish a committee (assign tasks, deadlines, instructions, &c.) and name people to serve on the committee.  Lacking that authority, the proper course of action is for a member to make a motion (amendable, of course) naming the people who should serve on  (or as) the committee.

Unfortunately, RONR is a bit sloppy with the language, often using the "common" meaning of "appoint a committee" to mean both establish and name people to a committee.  And sometimes using the word "establish" where "appoint" is the correct action, in context, and vice versa.  So expect an argument if your friends have read RONR as closely as you have.

I am glad you mentioned that RONR (11^th Ed.)  often used establish and appoint interchangeably.  I observed that also. Maybe in the 12^th edition of RONR this mistake will not be made because it causes some headaches.  However, there is one caveat that convinces me that the intent of our bylaws (when they were written) was not to use establish and appoint interchangeably. The caveat is that the standing committee section of our bylaws establishes the authority of each standing committee but it states specifically that the President can only appoint the chairman of standing committees and the committee chairman appoints the remaining standing committee members.    Given this reality, I feel comfortable in arguing that if section 10.12 of our bylaws intended for the President to appoint the special committee members it would have used appoint and not establish just as it did in the standing committee section of the bylaws.  I must also add that I am the bylaws committee chairman of the organization.

 

4 hours ago, Guest Who's Coming to Dinner said:

That the President, the Board and the Executive Committee are mentioned in one breath suggests to me that their power is equal in this regard. The Board and the Committee undoubtedly have the power to appoint the committees they create, so why should the President not enjoy that power? Why would the bylaws give the other bodies an effective veto power over the President by refusing to appoint anyone to his committees?

A very good question  and I would answer this way:  
Although the Board, the Executive Committee, and the President are mentioned in the same breath,  it is not clear that they are equal.  For example, our Board of Director (which consists of the six elective officers of the society and 2 delegates from each affiliate unit) is the assembly.  So any power (such as the appointment of committees) not delegated to an officer or other entity via our bylaws belongs to the assembly which in this case is the Board of Directors.   In that same vein,  our Executive committee  is composed of the six elective officers of the society  and the President is only one  member of this Executive Committee.  Why shouldn’t a committee have veto power over an individual member of its committee.

 

[Joshua Katz]

The sort of context provided in the last post is, I think, a good chunk of why it's not fruitful for us to try to interpret bylaw provisions - we don't know the rest of the structure, we don't know the organization, etc.  

[Josh Martin]

7 hours ago, Willie Watson said:

One strange thing about our organization is that our organization’s bylaws delegates the authority to interpret bylaws to the bylaws committee  and then goes on to say if a significant number of members question the bylaws committee interpretation of a bylaw statement that the bylaws committee is to seek the advice of a professional parliamentarian. Since I am the chair of our bylaws committee that is why I am seeking the opinions of members of this forum.

Although several members of this forum are indeed professional parliamentarians, I don’t know that posting a brief excerpt on a forum really satisfies the spirit of this rule. I would suggest getting a referral from the National Association of Parliamentarians or American Institute of Parliamentarians (or perhaps privately contacting a forum member), so someone can take the time to thoroughly review your bylaws and consider this question.

7 hours ago, Willie Watson said:

Although the Board, the Executive Committee, and the President are mentioned in the same breath,  it is not clear that they are equal.  For example, our Board of Director (which consists of the six elective officers of the society and 2 delegates from each affiliate unit) is the assembly.  So any power (such as the appointment of committees) not delegated to an officer or other entity via our bylaws belongs to the assembly which in this case is the Board of Directors.   In that same vein,  our Executive committee  is composed of the six elective officers of the society  and the President is only one  member of this Executive Committee.  Why shouldn’t a committee have veto power over an individual member of its committee.

To make this interpretation work, the same instance of the word “establish” would have to mean two different things - “establish” for the President and “establish and appoint” for the President. I’m not saying this is impossible, but it seems needlessly confusing. If the organization did indeed intend that the President may only establish special committees, but the Board or Executive Committee may establish and appoint them, this should be clarified.

On the other hand, I think your argument is supported by the fact that the Board of Directors and the Executive Committee are already authorized by RONR to establish and appoint their own special committees, while the President is not.

Edited January 3, 2018 at 02:59 PM by Josh Martin