BenG

It depends. How are committee chairs appointed in the first place? Additionally, do the bylaws provide a fixed term of office for committee chairs? This is all the bylaws say about committee's: ARTICLE VII Committees Section 1. STANDING COMMITTEES. The Corporation shall have the following standing committees with the following purposes: a. Summer Session Committee. The purpose of the Summer Session Committee shall be to plan and implement the summer session of the corporation. The Summer Session Committee shall be chaired by the Camp Director, who shall be elected by the membership, and the remaining members of the Committee shall be the Religious Program Coordinator, the Registrar, the “Flames” Representative and one Member at large chosen by the Board of Directors to serve one-year terms. b. Buildings and Grounds Committee. The purpose of the Building and Grounds Committee shall be to oversee the physical plant of the corporation’s camp property, including maintenance, repairs, seasonal opening and closing of the facility and related matters. The Buildings and Grounds Committee shall have a Chairman and four additional members each chosen by the Directors to serve one-year terms. c. Nominating Committee. The purpose of the Nominating Committee shall be to arrange a slate of Directors, Camp Director and nominating Committee to be recommended to the Members at the annual meeting. The Nominating Committee shall have a Chair and two additional members each elected by the membership to serve for a three year term. Terms shall be set to terminate one member each year over the three year period. The member serving their third year shall be the Chair. Section 2. SPECIAL COMMITTEES. The Board of Directors may by resolution designate any number of special committees, which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the operation and management of the Corporation, except as otherwise limited by law. Section 3. INFORMAL ACTION BY COMMITTEES. Any action which is required to be taken, or which may be taken, at any committee meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the committee members. Such consent shall have the same force and effect as a unanimous vote of all the committee members. So this Facilities Rental Committee isn't listed. When asked, I was told it was and ad-hoc committee (which is the same as a special committee?). I see page 492 says they disappear after it's task is fulfilled. That isn't the case with this, it keeps going year after year. So would this be different?

Josh, thanks alot. This is in our bylaws about the removal of a Director. That would mean we would need to call a meeting with removal on the agenda? Section 2. REMOVAL. Directors may be removed from office with or without cause by the Assembly membership at a meeting called at least in part for the purpose of considering removal. Said meeting may be called upon affirmative vote of the members entitled to vote upon the election of the Director or Directors proposed to be removed. Removal may be effected with cause only after reasonable notice to each Director proposed to be removed and the opportunity to be heard by the body proposing removal. A Director may be suspended by a majority of the Board of Directors, for cause, pending action by the membership. What would be the process to remove or replace a Chair of a committee? I just see that if the Board does not select a chair of a committee then it is the senior member or the committee can chose it's own. In the last committee meeting of the problem committee, the old chair resigned and another member stood up and said they would do it. We never officially voted on it or made a motion to appoint them as Chair. So does this mean they aren't really Chair? For sake of argument, if they are Chair, do we simply need to call a meeting and vote a new Chair? There is nothing in the bylaws about this, or this committee so I'm assuming it would qualify as a Special Committee as it is not listed as a Standing Committee? Richard, awesome, thank you. Great suggestion. It looks very clean and effective. I would think those recommendations could be safely ignored. Man, I wish it was that easy! Our President is currently backing them up so that's a problem....

Mr. Katz and Mr. Brown, Excellent thank you. This definitely helps. I am ordering "The Rigth Book" today if I cannot find it locally. You are right I must have been look at a way out of date revision! To clarify, technically if our bylaws do not mention RONR, then the organization does not follow them? So we would need to update our bylaws? Also, do we need to list authority of the Chair and President etc in the bylaws? The only things listed currently are: Section 4. POWERS. The Directors shall determine policy regarding the management and control of the property and affairs of the Corporation (but solely in furtherance of the purposes of the Corporation). The Directors are hereby vested with all of the powers and authority of the Corporation itself, so far as not inconsistent with law, the Articles of Incorporation, or these Bylaws. Section 4. DUTIES OF THE PRESIDENT. The president shall be the chief executive officer of the Corporation, shall preside at all meetings of the of the Assembly and of the Board of Directors and shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried into effect. The President shall execute bonds, mortgages, deeds and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation. Any advice on where to start as our President is backing the Chair and the other members are not correcting the President thinking he can do whatever he wants? Thanks again, this is extremely helpful.

Hey everyone, I am part of a religious organization's Board of Directors (13 total) and we are running into some issues of power and authority of the President, directors, and a committee Chair. I am very new to this, have read a complete guide to Roberts Rules of Order by Richard Mills and have done some research but somethings I still need help with. First of all, simple question (and sorry if it should be obvious to me.), to be bound by Robert's Rules of Order, do we need to have this listed in our bylaws? Or do we need to list the specific Rules of Order in our bylaws that we follow? The basic issue is one of the committee Chairs is trying to dictate requirements to other committee's and members without going back to the other committee members (5 total including the Chair), and getting the President involved. Our self elected Parliamentarian is saying the committee Chairs and President basically have dictatorial authority and their word is law. For example the Chairperson in question is saying they can just submit a report to the President for our annual meeting without getting review and approval of the other committee members. Is my interpretation correct of Article IX, section 52 "The committee's report can contain only that which has been agreed to by a majority vote at a meeting..." in that it has to be presented at a meeting and voted on? These are the basic high points as these might answer some other questions I have. Help is appreciated. Thanks.