Changing Committee Charges

[Setemu]

A committee is charged with advising a non-profit organization's executive on the creation of policies regarding how the organization handles internal complaints. The executive currently effects the policy. The assembly wishes to change this so that the committee's charges are not merely to advise the executive on policy but rather to create and implement/effect policies around internal complaints itself.

1) Considering no conflict with superseding parliamentary authority or organizational policies, am I correct that the assembly may do this?

2) If this committee remains a committee and is not made a board, can the assembly take ownership over the creation of any one particular policy item, even if the committee is authorized in the by-laws to make and effect the policies in question itself? Would this take 2/3-vote?

Edited April 5, 2018 at 01:24 AM by Setemu
add "or organizational policies"

[Benjamin Geiger]

Was the committee created by the bylaws or by a motion? If the committee was specified in the bylaws, then changing the duties of that committee will require an amendment to the bylaws (unless the bylaws themselves include verbiage that would allow for it).

Edited April 4, 2018 at 11:54 PM by Benjamin Geiger

[Guest Zev]

I think the OP is trying to anticipate what would take place if the bylaws are in fact amended to include not only the task but also the authority to carry out its own instructions and whether the assembly can influence the committee in that event.

[Setemu]

Zev is correct.

[Joshua Katz]

1.  Yes, the assembly may modify its bylaws for that purpose, through whatever process it has for amendment of the bylaws.

2.  I think this talk about the committee "becoming a board" is needlessly confusing.  Boards have only those powers given in the bylaws (except boards which do not answer to an assembly) and so do committees.  Just give it the powers you want it to have.  If you want to retain the power for the assembly to act and to rescind acts of the committee, don't give it exclusive power (or expressly retain those rights for the assembly).  To go further into it than that, though, is either bylaw drafting, or bylaw interpretation (once they've been drafted), neither of which we can do here because, among other reasons, we aren't familiar with the rest of your bylaws.  That's a task for your organization.

[Guest Zev]

So, in answer to #1, yes, the assembly may instruct or countermand such a committee by majority vote.

In case #2, this is what the Standard Descriptive Characteristic of the motion to Rescind or Amend Something Previously Adopted says: (RONR/11, p. 306)

7. In an assembly, except when applied to a constitution, bylaws, or special rules of order, require (a) a two-thirds vote, (b) a majority vote when notice of intent to make the motion, stating the complete substance of the proposed change, has been given at the previous meeting within a quarterly time interval or in the call of the present meeting, or (c) a vote of a majority of the entire membership -- any one of which will suffice. The same vote is required for the  assembly to rescind or amend an action taken by subordinate bodies, such as some executive boards, empowered to act on behalf of the  assembly.

In other words, yes, the assembly may countermand an action by the committee or board by a two-thirds vote in cases where the committee/board has powers granted by the bylaws.

[Setemu]

1) I had mentioned boards, because RONR takes a deliberate aside to make a distinction between boards and committees, saying that a board is an assembly onto itself and that an assembly a committee is a "subordinate instrument" of the assembly (RONR, p. 9, III. 22-28). The topography of that distinction isn't entirely clear to me, but it seems to say that while the board may act for a society (p. 482, III. 16-21), a board is not subordinate to the assembly, which then leads me to ask the question, what does it then mean for a committee to be subordinate to an assembly, if there is no distinction in how the assembly may direct the activities of a committee authorized in the bylaws from those of similarly authorized activities of a board? Is it that committees can have questions referred to it by the assembly and boards cannot?

2) So, so just to be clear, it sounds like a committee, once authorized to carry out specific activities in the bylaws, is only accountable to the assembly regarding those activities by way of the assembly electing new members to the committee or amending the charges of the committee, unless, of course, there is a question of whether a committee is failing to fulfill its duties, acting in excess of its duties, or there is misconduct by any member(s) of the committee. I also assume this means that the assembly also cannot provide specific instructions to the committee regarding bylaw-authorized activities, as it might provide instructions with a referred question; it must amend the charges to specifically include these instructions. Yes?

Edited April 5, 2018 at 01:17 PM by Setemu

[Josh Martin]

1 hour ago, Setemu said:

1) I had mentioned boards, because RONR takes a deliberate aside to make a distinction between boards and committees, saying that a board is an assembly onto itself and that an assembly a committee is a "subordinate instrument" of the assembly (RONR, p. 9, III. 22-28). The topography of that distinction isn't entirely clear to me, but it seems to say that while the board may act for a society (p. 482, III. 16-21), a board is not subordinate to the assembly, which then leads me to ask the question, what does it then mean for a committee to be subordinate to an assembly, if there is no distinction in how the assembly may direct the activities of a committee authorized in the bylaws from those of similarly authorized activities of a board? Is it that committees can have questions referred to it by the assembly and boards cannot?

The distinction is between the degree of authority the board or committee has to act on its own. A board generally is authorized to act on certain classes of business (or even all business except for certain classes) between meetings of the society. The society, however, retains the right to instruct the board or countermand the actions of the board. A committee generally has no authority to act for the society except when specifically authorized to do so. You are absolutely correct that a committee which is granted broad authority to act for the society on certain classes of business has similarities with a board.

In my opinion, no rule in RONR would prohibit an assembly from referring a motion to a board.

1 hour ago, Setemu said:

2) So, so just to be clear, it sounds like a committee, once authorized to carry out specific activities in the bylaws, is only accountable to the assembly regarding those activities by way of the assembly electing new members to the committee or amending the charges of the committee, unless, of course, there is a question of whether a committee is failing to fulfill its duties, acting in excess of its duties, or there is misconduct by any member(s) of the committee. I also assume this means that the assembly also cannot provide specific instructions to the committee regarding bylaw-authorized activities, as it might provide instructions with a referred question; it must amend the charges to specifically include these instructions. Yes?

No, not at all. Unless the bylaws grant the committee exclusive authority with respect to these activities, the assembly may instruct the committee as it wishes.

Edited April 5, 2018 at 02:03 PM by Josh Martin

[Richard Brown]

1 hour ago, Setemu said:

The topography of that distinction isn't entirely clear to me, but it seems to say that while the board may act for a society (p. 482, III. 16-21), a board is not subordinate to the assembly

I disagree. A board is absolutely subordinate to the membership and the membership may countermand actions of the board except in those instances where the bylaws grant the board exclusive jurisdiction in a certain area.

Edited to add: your use of the phrase "not subordinate to the assembly" is confusing. What assembly are you referring to? A board is an assembly as is a meeting of the general membership.

Edited April 5, 2018 at 02:11 PM by Richard Brown
Added last paragraph

[Setemu]

Thank you all for clearing that up; it appears I was quite confused, and this was the language that confused me: "A distinction between a board and a committee must be briefly stated...A board of any size is a form of assembly as just explained. Committees, on the other hand, are bodies that are...subordinate instruments of an assembly or of an assembly or are accountable to a higher authority in some way not characteristic of an assembly" (RONR, p. 9, III. 22-28, emphasis added). The emphasized phrase indicated to me that boards are not subordinate instruments of an assembly. However, I now see that I missed a line just above it on the same page: "A board within an organized society..is an instrumentality of a society's full assembly, to which it is subordinate" (II. 14-17, emphasis added).

So, if an organized society has regular meetings (more often than quarterly), and it also has some of its committees (and no boards) authorized in the bylaws to carry out certain activities in between meetings and without referral (but not precluding referral) from the assembly, these committees can (perhaps not necessarily, though, depending on the particulars of the assembly?) essentially be treated as boards within an organized society, in so far as that committee is authorized to act in between meetings and that, also being subordinate to the assembly, it can be further instructed by the assembly or have its actions countermanded by the assembly. Yes?

When you say, Mr. Brown, "the bylaws grant the board exclusive jurisdiction" I assume this must be expressly written in the bylaws; and, where it is not, such exclusivity may not be assumed.

[Richard Brown]

34 minutes ago, Setemu said:

When you say, Mr. Brown, "the bylaws grant the board exclusive jurisdiction" I assume this must be expressly written in the bylaws; and, where it is not, such exclusivity may not be assumed.

That is correct.

[Setemu]

15 minutes ago, Richard Brown said:

That is correct.

Thank you.

[Gary Novosielski]

43 minutes ago, Setemu said:

Thank you all for clearing that up; it appears I was quite confused, and this was the language that confused me: "A distinction between a board and a committee must be briefly stated...A board of any size is a form of assembly as just explained. Committees, on the other hand, are bodies that are...subordinate instruments of an assembly or of an assembly or are accountable to a higher authority in some way not characteristic of an assembly" (RONR, p. 9, III. 22-28, emphasis added). The emphasized phrase indicated to me that boards are not subordinate instruments of an assembly. However, I now see that I missed a line just above it on the same page: "A board within an organized society..is an instrumentality of a society's full assembly, to which it is subordinate" (II. 14-17, emphasis added).

So, if an organized society has regular meetings (more often than quarterly), and it also has some of its committees (and no boards) authorized in the bylaws to carry out certain activities in between meetings and without referral (but not precluding referral) from the assembly, these committees can (perhaps not necessarily, though, depending on the particulars of the assembly?) essentially be treated as boards within an organized society, in so far as that committee is authorized to act in between meetings and that, also being subordinate to the assembly, it can be further instructed by the assembly or have its actions countermanded by the assembly. Yes?

I'm not sure you would treat those committees as boards.  RONR does anticipate the establishment of standing committees to which certain classes of business are automatically referred prior to being considered by the general assembly.  It doesn't make them boards, because they typically are not authorized to take action on their own, but they may do research, hold hearings, draft resolutions, and recommend actions to the assembly in a more shovel-ready form.  If the assembly finds itself routinely taking up new matters, only to refer them or postpone them for additional research, it may be able to save time with such a system, which presents them with a more fully-formed package to consider.

[Josh Martin]

5 hours ago, Setemu said:

So, if an organized society has regular meetings (more often than quarterly), and it also has some of its committees (and no boards) authorized in the bylaws to carry out certain activities in between meetings and without referral (but not precluding referral) from the assembly, these committees can (perhaps not necessarily, though, depending on the particulars of the assembly?) essentially be treated as boards within an organized society, in so far as that committee is authorized to act in between meetings and that, also being subordinate to the assembly, it can be further instructed by the assembly or have its actions countermanded by the assembly. Yes?

Yes.

5 hours ago, Setemu said:

When you say, Mr. Brown, "the bylaws grant the board exclusive jurisdiction" I assume this must be expressly written in the bylaws; and, where it is not, such exclusivity may not be assumed.

I am not quite as comfortable as Mr. Brown in making a blanket statement that the bylaws must expressly state that a power is exclusive, but I think it is certainly the case that exclusivity cannot be assumed. As a general rule, the presumption should be that the grant of power is not exclusive, unless there is some evidence which suggests this is the case.

4 hours ago, Gary Novosielski said:

I'm not sure you would treat those committees as boards.  RONR does anticipate the establishment of standing committees to which certain classes of business are automatically referred prior to being considered by the general assembly.  It doesn't make them boards, because they typically are not authorized to take action on their own, but they may do research, hold hearings, draft resolutions, and recommend actions to the assembly in a more shovel-ready form.  If the assembly finds itself routinely taking up new matters, only to refer them or postpone them for additional research, it may be able to save time with such a system, which presents them with a more fully-formed package to consider.

My understanding, however, is that the committees Mr. Setemu is referring to are, in fact, authorized to act on their own. It seems to me that if a committee is empowered to act in the name of the society between the society’s meetings with respect to particular classes of business, such a committee is in the nature of a board.

Edited April 6, 2018 at 06:15 PM by Josh Martin

[Setemu]

Thank you all.  I have enough understanding now to confidently advise on the questions before me.

[Josh Martin]

27 minutes ago, Setemu said:

Thank you all.  I have enough understanding now to confidently advise on the questions before me.

For your benefit and that of the other posters, I found the citation I was looking for earlier, which explains in more detail how a committee is different from a board, and also notes that it is very possible to have committees which are in the nature of boards.

”Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated on pages 499 and 501–502. Some standing committees, however—particularly in large state or national organizations—function virtually in the manner of boards, although not designated as such.” (RONR, 11th ed., pg. 490)