Removal of Church By-Law Committe Chairman and Co-Chairman

[Guest Deacon 95]

Deacon 95,

I as a Board Member at our Church was elected as the Chairman of the By-Law Committee and another Board Member was elected as the Co- Chairman of the By-law Committe to revise the Church outdated by-laws. Because of a lot of problems at our Church information that I share with a large law firm Non-Profit Attorney, allowed his firm to agree to rewrite our church by-laws on a Pro Bona Bases. The by-law committe was elected by a majority vote of the Church Board of Directors in May of 2009.

In June of 2009 this law firm attorney meet with the by-law committee and inform us that our currednt Church by-laws were outdated and did not conform to current state laws. After 4 months of working with the attorney on these by-laws, the by-law committee approved these by-laws on October 7, 2009. On October 16, 2009, I as the Chairman of the By-Law Committee gave a report about the by-laws at a Church Board Meeting to each Board Member and a copy of the Church New Revised Church By-laws for them to read.

The Chairman of the Church Board of Directors has prevented me as Chairman of the By-Law Committee and my Co-Chairman from having the Church Financial Secretary to print out copies of these newly revise church by-laws and to hand out copies to our church membership to read prior to a schedule Church Business meeting for church members to vote on them, or for them to amend these Newly Revised Church By-laws.

It has been 18 months since these newly revise by-laws were approved by the by-law Committee. These by-laws do not allow the Church Chairman of the Board of Directors to no longer to have control over any of the church bank accounts.

Hired Professional Parliamentary Opinion June 2010

Parliamentary Question

Q.Does the Bylaws Committee Chairman and Co-Chairman after the October 16, 2009 Joint Board Meeting Report in which made a report about the new church bylaws written by a attorney retained by the church and then distributed copies of the new bylaws to all the Church Joint Board Members, have the right as the duly elected Bylaw Committee Chairman by a vote of the Joint Board, to present these new church bylaws to the Church Membership for approval, before any other church bylaws can be submitted to the church membership for approval this year according to the Robert Rules of Order and church bylaws?

Parliamentary Answer

A. Yes. The Church By-Law Committee must carried out their charge and has the right to present its report to the Church membership. Otherwise, why appoint them? The revised bylaws may be amended during debate. During an debate on a revision, the current church bylaws are not part of the discussion. If the revision fails, the current by-laws are in effect.

Now the Chairman of the Board of Directors is saying that on August 7 2010, the Church Board of Directors took a vote to remove me as the Chairman of the Church By-Law Committtee and also the Co-Chairman of the Church By-law Committee. Our Church By-Laws does not address removal of members of any elected Church Board Committee by the Church Board Of Directors.

I do not recall anyone informing either of us verbally or in writing that we both had been removed from the Church By-Law Committee. We never saw any church agenda regarding this meeting. The new Church Pastor says he has a copy of a Board of Dirctor Church Board meeting minutes that this took place.

After 9 months someone should have informed both of us, that this action took place. I do not believe this action ever took place. What does Robert Rules of Order say about this subject manner?

Also last year this Board of Director Chairman tried his best to have both of us removed from the Church Board of Directors. The Parliamentary hired by us addressed in her report all the things he did wrong at a Church Meeting and a Deacon Meeting to removed us from our Board of Director Positions. We are now both back on the Church Board of Directors.

Can this Board of Director Chairman just set aside all of the work that the Church By-law Committee had done and disband the By-law Committtee without due cause? What the Chairman of the Board is saying was done on Auguct 7, 2010 by the Board of Directors of the Church, was without our knowledge.

Remember no one ever told either of us that this was ever done by the Board of Directors of the Corporation to remove both us from our positions from the By-Law Committee and that the By-Law Committtee was disbanded without due cause by the Church Board of Directors for all the hard work that the By-Law Committee had done. Can the Church Board of Directors just do this without due cause? Thank You.

Deacon 95

[Kim Goldsworthy]

I as a Board Member at our Church was elected as the Chairman of the By-Law Committee ... to revise the Church outdated by-laws.

...

I as the Chairman of the By-Law Committee gave a report about the by-laws at a Church Board Meeting to each Board Member and a copy of the Church New Revised Church By-laws for them to read.

OK.

The Chairman of the Church Board of Directors has prevented me as Chairman of the By-Law Committee and my Co-Chairman from having the Church Financial Secretary to print out copies of these newly revise church by-laws and to hand out copies to our church membership to read prior to a schedule Church Business meeting for church members to vote on them, or for them to amend these Newly Revised Church By-laws.

If that is your concern, then you are in the wrong.

Your committee ____:

(a.) was created;

(b.) was appointed;

(c.) generated a final report.

(d.) presented its final report to the proper body.

You are done.

It has been 18 months since these newly revise by-laws were approved by the by-law Committee.

Is this your concern?

It is up to your board to act, now. Not your committee.

Now the Chairman of the Board of Directors is saying that on August 7 2010, the Church Board of Directors took a vote to remove me as the Chairman of the Church By-Law Committee and also the Co-Chairman of the Church By-law Committee. Our Church By-Laws does not address removal of members of any elected Church Board Committee by the Church Board Of Directors.

Or, is this your concern?

Whoever appointed you, can un-appoint you.

And that appears to be the case.

I do not recall anyone informing either of us verbally or in writing that we both had been removed from the Church By-Law Committee. We never saw any church agenda regarding this meeting. The new Church Pastor says he has a copy of a Board of Director Church Board meeting minutes that this took place.

That's good enough for me. -- The minutes of the board shows that the board took action.

That should be good enough for you, too.

After 9 months someone should have informed both of us, that this action took place. I do not believe this action ever took place. What does Robert Rules of Order say about this subject manner?

According to The Book:

• The party who does the appointing of committees, is free to change personnel of the committee. Add, subtract, swap-in, swap-out.

• The party who empowered (the technical term is "charged") the committee, is free to un-empower ("discharge") the committee.

• The party who created the committee, is free to dissolve the committee.

Also last year this Board of Director Chairman tried his best to have both of us removed from the Church Board of Directors. The Parliamentary hired by us addressed in her report all the things he did wrong at a Church Meeting and a Deacon Meeting to removed us from our Board of Director Positions. We are now both back on the Church Board of Directors.

OK.

Can this Board of Director Chairman just set aside all of the work that the Church By-law Committee had done and disband the By-law Committtee without due cause?

See above.

"The party who originally _____ed the committee is free to un-____ that same committee."

What the Chairman of the Board is saying was done on August 7, 2010 by the Board of Directors of the Church, was without our knowledge.

Sorry to hear that.

But, thank goodness the minutes of the board record the historical record of actions taken by the board.

Right?

[Rev Ed]

If both you, and the Co-Chairman, are also members of the Board, then I have to ask a question: has either one of you moved to adopt the report of the By-laws Committee? If not, why not? The Chairman can only rule a motion out of order if there is a valid reason for it. However, the Chairman could try to rule the motion out of order as he/she does not want the amendments to pass. However, any two Board members can appeal the decision of the Chairman (one person appealing the decision, the other one seconding the motion.) Then it is up to the Board to decide whether or not it wants to side with the Chairman ot not. And majority rules.

[hmtcastle]

I . . . was elected as the Chairman of the By-Law Committee and another Board Member was elected as the Co- Chairman . . .

If there are two chairmen then you are both co-chairmen. That's what the "co" part means. If there is only one chairman, as there should be, then the other person is, at best, a vice-chairman.

[Tim Wynn]

Parliamentary Answer

A. Yes. The Church By-Law Committee must carried out their charge and has the right to present its report to the Church membership. Otherwise, why appoint them? The revised bylaws may be amended during debate. During an debate on a revision, the current church bylaws are not part of the discussion. If the revision fails, the current by-laws are in effect.

My dear Watson, this was not the reply of the parliamentarian.

Deacon 95, I would advise you to take your desired steps as a board member or as a member of the church. Forget the role of Bylaw Committee Chairman.

Follow the procedures in your current bylaws to adopt the revision.

[Josh Martin]

Q.Does the Bylaws Committee Chairman and Co-Chairman after the October 16, 2009 Joint Board Meeting Report in which made a report about the new church bylaws written by a attorney retained by the church and then distributed copies of the new bylaws to all the Church Joint Board Members, have the right as the duly elected Bylaw Committee Chairman by a vote of the Joint Board, to present these new church bylaws to the Church Membership for approval, before any other church bylaws can be submitted to the church membership for approval this year according to the Robert Rules of Order and church bylaws?

No. Committees don't have rights. They are obliged to follow the orders of the parent assembly (in this case, the board). I see no reason why you cannot make the appropriate motions as a member, however, so long as you follow the amendment process in your Bylaws (such as notice). It just won't be the report of the committee.

A. Yes. The Church By-Law Committee must carried out their charge and has the right to present its report to the Church membership. Otherwise, why appoint them?

If this is an accurate paraphrase, I must respectfully disagree with the professional parliamentarian you consulted. Unless he knows something I don't, which I suppose is possible. In some societies, for instance, the board appoints the members of committees of the general membership, and that would change things a bit.

Now the Chairman of the Board of Directors is saying that on August 7 2010, the Church Board of Directors took a vote to remove me as the Chairman of the Church By-Law Committtee and also the Co-Chairman of the Church By-law Committee. Our Church By-Laws does not address removal of members of any elected Church Board Committee by the Church Board Of Directors.

Since the Board appointed the committee to begin with, the board has the authority to remove the committee's members (or its chairman and co-chairman).

I do not recall anyone informing either of us verbally or in writing that we both had been removed from the Church By-Law Committee. We never saw any church agenda regarding this meeting. The new Church Pastor says he has a copy of a Board of Dirctor Church Board meeting minutes that this took place.

After 9 months someone should have informed both of us, that this action took place.

Well, it seems a bit rude not to inform you that you were removed, but it's not technically required. It's not required for the motion to be on an agenda. If you are a board member, you have a right to see the board's minutes, so ask the Secretary to view the minutes of the August 7, 2010 board meeting.

I do not believe this action ever took place.

Well, I guess you'll find out when you read the minutes of the August 7, 2010 board meeting.

What does Robert Rules of Order say about this subject manner?

Provided that this really happened the way they say it did, everything is fine so far as RONR is concerned.

Can this Board of Director Chairman just set aside all of the work that the Church By-law Committee had done and disband the By-law Committtee without due cause?

The chairman can't do so on his own, but the board can.

What the Chairman of the Board is saying was done on Auguct 7, 2010 by the Board of Directors of the Church, was without our knowledge.

So long as you were given notice of the August 7, 2010 meeting, everything is fine. It is not required that you be given notice of a motion to remove the chairman and co-chairman of a committee (even if you happen to hold one of those positions).

Can the Church Board of Directors just do this without due cause?

Yes.

My dear Watson, this was not the reply of the parliamentarian.

How do you know that?

[Gary Novosielski]

It boils down to whether this is a committee of the membership, which reports to the membership, or a committee of the board, which reports to the board.

In reading everything here, I can't figure out which it is, but I'm leaning toward it being a committee of the board. In either case, once it rises and reports its recommendations to the appropriate body, its job is over.

If it is a committee of the membership, then the board cannot interfere with its reporting to the membership, but it is not clear that this is the case.

[Tim Wynn]

How do you know that?

Elementary, my dear Martin. The quoted text of the parliamentarian exhibits the same unmistakable grammatical fingerprint as that of the original poster, and whereas Deacon 95 implies that he is not the parliamentarian, it can be deduced that the remarks attributed to the parliamentarian are, at best, Deacon 95's summation and are not exact.

Where's my pipe?

[hmtcastle]

Where's my pipe?

You'll find it by holding down the "Shift" key and pressing the "back-slash" key, thus: |.