Overrule Board or Committee action

[Guest GuestDave]

Does the general membership always have the right to reject the action of a Board or Committee - even if that action is defined in the Bylaws as the Board or Committee's right or responsibility?

For example - Suppose a club's Bylaws state that "It shall be the duty of the Snacks Committe to set the price of Potato Chips." At a meeting of the Snacks Committee the price of Potato Chips is set to 85 cents, and this is announced at the next general meeting. Can a member make a motion to reject the new price?

[Tim Wynn]

Does the general membership always have the right to reject the action of a Board or Committee - even if that action is defined in the Bylaws as the Board or Committee's right or responsibility?

For example - Suppose a club's Bylaws state that "It shall be the duty of the Snacks Committe to set the price of Potato Chips." At a meeting of the Snacks Committee the price of Potato Chips is set to 85 cents, and this is announced at the next general meeting. Can a member make a motion to reject the new price?

Under that quoted bylaw provision, control is not removed from the assembly of the organization, which can amend the action of the committee, i.e. the price of chips.

However, to properly determine the meaning of bylaws requires reading them in their entirety.

[Trina]

Unless the bylaws give the Snacks Committee the 'exclusive' right to set the price, I believe the membership (the superior body) could choose to set a different price.

[Shmuel Gerber]

I am simply astonished at the replies that I'm reading here. What gives? Are the bylaws not clear simply because the final "e" of "Committee" is missing?

IT SHALL BE THE DUTY OF THE SNACKS COMMITTEE TO SET THE PRICE OF POTATO CHIPS!

And I'm paying 85 cents, not a cent more! (I hope that's not per chip, or even per two chips.)

[Tim Wynn]

I am simply astonished at the replies that I'm reading here. What gives? Are the bylaws not clear simply because the final "e" of "Committee" is missing?

IT SHALL BE THE DUTY OF THE SNACKS COMMITTEE TO SET THE PRICE OF POTATO CHIPS!

And I'm paying 85 cents, not a cent more! (I hope that's not per chip, or even per two chips.)

Shmuel, if the bylaws say, "It shall be the duty of the Grounds Keeper to keep all the rakes stored in the shed," would you say that the assembly couldn't order another to collect the rakes and put them in the shed? Would you say the assembly couldn't order the rakes to be left out as part of a fall display? Would you say that the assembly couldn't order all the rakes to be sold?

I say it can do all these things. It can even order that no chips be sold... at any price.

[Trina]

I am simply astonished at the replies that I'm reading here. What gives? Are the bylaws not clear simply because the final "e" of "Committee" is missing?

IT SHALL BE THE DUTY OF THE SNACKS COMMITTEE TO SET THE PRICE OF POTATO CHIPS!

And I'm paying 85 cents, not a cent more! (I hope that's not per chip, or even per two chips.)

Take a look at this thread:

http://robertsrules....and-rescission/

Post #8 is particularly interesting -- deals with the authority of the membership vis a vis the board -- I assume the same principles apply when the membership is facing off with the Snacks Committee.

[Tim Wynn]

Trina, when considering the perceived power of the Snacks Committee, you have to keep In mind how much Shmuel likes snacks.

[Shmuel Gerber]

Shmuel, if the bylaws say, "It shall be the duty of the Grounds Keeper to keep all the rakes stored in the shed," would you say that the assembly couldn't order another to collect the rakes and put them in the shed? Would you say the assembly couldn't order the rakes to be left out as part of a fall display? Would you say that the assembly couldn't order all the rakes to be sold?

I say it can do all these things. It can even order that no chips be sold... at any price.

I don't follow your point, and I don't see how introducing this other example sheds any light on the question (pun intended).

GuestDave's example was short and simple, and I think it illustrates well his underlying question, of whether the general membership always has the right to reject the action of a Board or Committee - even if that action is defined in the Bylaws as the Board or Committee's right or responsibility? The answer to that is certainly not.

The specific question was, "Can a member make a motion to reject the new price?"

And I think it's pretty clear that such a motion would be out of order, because "It shall be the duty of the Snacks Committee to set the price of Potato Chips."

[Tim Wynn]

I don't follow your point, and I don't see how introducing this other example sheds any light on the question (pun intended).

GuestDave's example was short and simple, and I think it illustrates well his underlying question, of whether the general membership always has the right to reject the action of a Board or Committee - even if that action is defined in the Bylaws as the Board or Committee's right or responsibility? The answer to that is certainly not.

The specific question was, "Can a member make a motion to reject the new price?"

And I think it's pretty clear that such a motion would be out of order, because "It shall be the duty of the Snacks Committee to set the price of Potato Chips."

Consider the following: "It shall be the duty of the Snacks Comittee to set the price of potato chips, and the committee shall have exclusive authority to determine the brands of potato chips to be sold."

Would you say each item is equally under the control of the committee?

[Shmuel Gerber]

Take a look at this thread:

http://robertsrules....and-rescission/

Post #8 is particularly interesting -- deals with the authority of the membership vis a vis the board -- I assume the same principles apply when the membership is facing off with the Snacks Committee.

Please don't be distracted by the rules in RONR regarding the meaning of a clause in the bylaws giving the board "full power and authority over the affairs of the Society except ...", which simply reiterate that regardless of such a general clause that empowers the board to be proactive in the affairs of the society without first receiving direction from the membership, the board is still subordinate to the membership in matters not placed exclusively under the board's control.

This has nothing to do with the interpretation of provisions in the bylaws that clearly place control of particular matters to a board or committee, such as the rules in the sample bylaws of RONR (11th ed.) that empower the board to "fix the hour and place of meetings" (p. 586, ll. 30-31) or to act on resignations from membership (p. 584, ll. 26-29).

[Shmuel Gerber]

Consider the following: "It shall be the duty of the Snacks Comittee to set the price of potato chips, and the committee shall have exclusive authority to determine the brands of potato chips to be sold."

Would you say each item is equally under the control of the committee?

Now you're just trying to obfuscate things by using a different misspelling of "Committee".

[Tim Wynn]

To temporarily switch sides of the fence, how about this logic:

The matter has been placed in the hands of the committee, by the bylaws, so the assembly of the society cannot act on it, except by discharging the committee from the matter... which would require a bylaw amendment, in this case.

[Trina]

Please don't be distracted by the rules in RONR regarding the meaning of a clause in the bylaws giving the board "full power and authority over the affairs of the Society except ...", which simply reiterate that regardless of such a general clause that empowers the board to be proactive in the affairs of the society without first receiving direction from the membership, the board is still subordinate to the membership in matters not placed exclusively under the board's control.

This has nothing to do with the interpretation of provisions in the bylaws that clearly place control of particular matters to a board or committee, such as the rules in the sample bylaws of RONR (11th ed.) that empower the board to "fix the hour and place of meetings" (p. 586, ll. 30-31) or to act on resignations from membership (p. 584, ll. 26-29).

So, specifically described duties give exclusive authority over those duties, while generally described duties do not give exclusive authority?

Also, even if this is the case, does it apply to committees? For example, if the society's bylaws say a nominating committee shall be established to nominate candidates for the annual election, this doesn't prevent other nominations from being made. So, the nominating committee does what it is supposed to do, but other members are not thereby prevented from making nominations. Perhaps the Snack Committee carries out its duty of setting the price of chips, but that might not be the last word, if the membership wants to set a different price...

I'll point out (not sure if it's relevant to the argument) that the examples of setting a time and place for meetings, and of acting on resignations, are both actions that can't be undone (you can't unset a meeting, or unaccept a resignation), so those are actions that are not reversible, regardless of exclusive authority.

[Tim Wynn]

Now you're just trying to obfuscate things by using a different misspelling of "Committee".

Whut uh difucult wurd tu spelle.

[Trina]

To temporarily switch sides of the fence, how about this logic:

The matter has been placed in the hands of the committee, by the bylaws, so the assembly of the society cannot act on it, except by discharging the committee from the matter... which would require a bylaw amendment, in this case.

They could perhaps, without touching the bylaws, replace the committee members, replacing them with people who will pick the right price for the darn potato chips

[Guest Edgar]

So, specifically described duties give exclusive authority over those duties, while generally described duties do not give exclusive authority?

That does seem to be the crux of the argument, doesn't it.

[Shmuel Gerber]

To temporarily switch sides of the fence, how about this logic:

The matter has been placed in the hands of the committee, by the bylaws, so the assembly of the society cannot act on it, except by discharging the committee from the matter... which would require a bylaw amendment, in this case.

They could perhaps, without touching the bylaws, replace the committee members, replacing them with people who will pick the right price for the darn potato chips

I think both of these insights are correct.

[Shmuel Gerber]

So, specifically described duties give exclusive authority over those duties, while generally described duties do not give exclusive authority?

I don't know if such a generic rule could be given. Each statement in the bylaws must be interpreted in the context of what it says and why it is there (from a textual perspective), and it is probably best to think of the rules in RONR relating to the powers of the executive board of an ordinary society specifically as a guide to interpreting bylaws provisions on that subject, rather than an overarching principle of interpretation.

Also, even if this is the case, does it apply to committees? For example, if the society's bylaws say a nominating committee shall be established to nominate candidates for the annual election, this doesn't prevent other nominations from being made.

No, but it does prevent other nominations from being made on behalf of the society (as opposed to on behalf of individual members).

I'll point out (not sure if it's relevant to the argument) that the examples of setting a time and place for meetings, and of acting on resignations, are both actions that can't be undone (you can't unset a meeting, or unaccept a resignation), so those are actions that are not reversible, regardless of exclusive authority.

True, but the relevant thing is that the membership cannot give the board any binding instructions about these things, nor could it act on its own before the board does.

[Tim Wynn]

I think both of these insights are correct.

I might make my switch permanent. Now, how do we get these potato chips?

[J. J.]

Please don't be distracted by the rules in RONR regarding the meaning of a clause in the bylaws giving the board "full power and authority over the affairs of the Society except ...", which simply reiterate that regardless of such a general clause that empowers the board to be proactive in the affairs of the society without first receiving direction from the membership, the board is still subordinate to the membership in matters not placed exclusively under the board's control.

This has nothing to do with the interpretation of provisions in the bylaws that clearly place control of particular matters to a board or committee, such as the rules in the sample bylaws of RONR (11th ed.) that empower the board to "fix the hour and place of meetings" (p. 586, ll. 30-31) or to act on resignations from membership (p. 584, ll. 26-29).

I disagree only with the logic of the citation. This, to me at least, would be a case of p. 589 ff., #4, "If the bylaws authorize certain things specifically, other things of same class are thereby prohibited."

The bylaws authorized the Snack Committee to set the price. That would prohibit any other group within the society from setting the price, under that rule.

I do agree that the appointing power could populate the committee with members in agreement with the assembly.

[Trina]

So, specifically described duties give exclusive authority over those duties, while generally described duties do not give exclusive authority?

I don't know if such a generic rule could be given. Each statement in the bylaws must be interpreted in the context of what it says and why it is there (from a textual perspective), and it is probably best to think of the rules in RONR relating to the powers of the executive board of an ordinary society specifically as a guide to interpreting bylaws provisions on that subject, rather than an overarching principle of interpretation.

Perhaps it is a rule of thumb, though, that the more specifically a duty is described, the more likely it is that the body assigned that duty has exclusive authority over it? In a way, that is already covered in the principles of bylaws interpretation (although not explicitly described in terms of authority or exclusive authority). If you are saying that the rules in RONR relating to the powers of an executive board should not automatically be extended to other bodies (such as committees) within the assembly, that is indeed one reason I didn't find the citation from the sample bylaws entirely convincing.

I disagree only with the logic of the citation. This, to me at least, would be a case of p. 589 ff., #4, "If the bylaws authorize certain things specifically, other things of same class are thereby prohibited."

...

This makes more sense.

Overall, there is still the problem of figuring out what 'specifically' really means (and the same problem exists with the rule of the thumb I was trying to apply).

True, the duty 'to set the price of potato chips' is pretty specific. But, the hypothetical snack committee might have more vaguely defined duties -- e.g. 'to organize the purchase and sale of snacks at functions and meetings of the association.' Or, any number of other variations -- some undoubtedly requiring bylaws interpretation if/when the membership wants to step in and change the price of the potato chips.

So, GuestDave, was your interest entirely hypothetical, or was there a real situation behind the original post? And, if so, did any of the comments in this thread throw light on that situation?

[Trina]

Can the membership properly give instructions to the Snack Committee on the price of potato chips (the duty of actually setting the price would remain with the committee)? If not, why not?

Looking at p. 490 ll. 8-17 (RONR 11th ed.), why wouldn't this fall into the realm of the committee's actions being 'more closely subject to review' than the actions of an executive board? This language is specifically applied even to committees given 'standing powers' (such as the power assigned to the Snacks Committee in this thread). If you take the position that the membership can't give instructions outright on the price of potato chips, then what form could the suggested 'review' take?

[Shmuel Gerber]

Oh, is this topic still alive? :-)

Can the membership properly give instructions to the Snack Committee on the price of potato chips (the duty of actually setting the price would remain with the committee)? If not, why not?

As Mr. Wynn pointed out way up top, "to properly determine the meaning of bylaws requires reading them in their entirety". But, sticking with the interpretation that I so adamantly made above, if the bylaws give to the committee the duty of setting the price, then any instructions that would interfere with the committee's duty would seem to conflict with the bylaws. I'm not sure what you have in mind when you say "give instructions ... on the price".

Looking at p. 490 ll. 8-17 (RONR 11th ed.), why wouldn't this fall into the realm of the committee's actions being 'more closely subject to review' than the actions of an executive board? This language is specifically applied even to committees given 'standing powers' (such as the power assigned to the Snacks Committee in this thread). If you take the position that the membership can't give instructions outright on the price of potato chips, then what form could the suggested 'review' take?

That paragraph on page 490 does not set forth rules to determine which functions an organization is permitted to assign to its committees in the bylaws; it merely states what the term "committee", as used in parliamentary law, generally implies. Therefore, if the society is going to give control over the price of snacks to a subordinate body, it might wish to give it to the Snacks Board, rather than the Snacks Committee. However, for all we know, the Snacks Committee is actually "required to report more fully" (p. 490, ll. 16-17) than a board would be, even if its actions are not subject to review.

[Trina]

Oh, is this topic still alive? :-)

Perhaps... at least insofar as I don't fully understand your view of this... and since your view is much more likely to be the correct one, that troubles me.

As Mr. Wynn pointed out way up top, "to properly determine the meaning of bylaws requires reading them in their entirety". But, sticking with the interpretation that I so adamantly made above, if the bylaws give to the committee the duty of setting the price, then any instructions that would interfere with the committee's duty would seem to conflict with the bylaws. I'm not sure what you have in mind when you say "give instructions ... on the price".

Why would instructions from the membership be seen as interfering with the committee's duty, rather than being seen as providing input from the superior body, which the committee must consider? By 'give instructions' I mean something like, "whereas the members don't want to pay 85 cents for a bag of potato chips, the Snacks Committee is directed to take necessary measures to sell potato chips for no more than 75 cents per bag. If the Snacks Committee believes this is not feasible, tell the membership (i.e. report to us) why not."

That paragraph on page 490 does not set forth rules to determine which functions an organization is permitted to assign to its committees in the bylaws; it merely states what the term "committee", as used in parliamentary law, generally implies. Therefore, if the society is going to give control over the price of snacks to a subordinate body, it might wish to give it to the Snacks Board, rather than the Snacks Committee. However, for all we know, the Snacks Committee is actually "required to report more fully" (p. 490, ll. 16-17) than a board would be, even if its actions are not subject to review.

OK, this is really puzzling to me -- are you saying the language on p. 490 is not meant to make a distinction between the executive board of an ordinary organized society (as described starting on p. 481) and the committees which may exist within the same society? And that by simply calling something an 'XYZ Board' rather than an 'XYZ Committee' the relative autonomy of the body is changed?

[Burke Balch]

Remember how this thread started:

Does the general membership always have the right to reject the action of a Board or Committee - even if that action is defined in the Bylaws as the Board or Committee's right or responsibility?

There has been a great deal of back and forth over the exact meaning of particular bylaw language. But the fundamental point is this: the bylaws supersede any conflicting lower-ranking rules, including those in RONR. (It is true that sometimes RONR provides clarification concerning the interpretation of particular bylaw language, and by adopting RONR as parliamentary authority the bylaws are themselves indicating that the RONR interpretation ought to followed -- but that isn't really applicable here.)

Certainly RONR makes a distinction between the executive board of an ordinary organized society and a committee within the society, Note, however, the language on page 490: "Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society . . . than a board is usually understood to have. . . . Some standing committees, however . . . function virtually in the manner of boards, although not designated as such." Certainly, also, RONR makes clear that the authority of the society's assembly supersedes that of the board. However, note also this language from page 577: "A board may never alter a decision of the society's assembly . . . unless expressly authorized by the superior body or by the bylaws." (Emphasis added.)

The bottom line is simply this: RONR indeed establishes the general rule that boards and, a fortiori, committees, are subordinate to and subject to the dictates of the assembly of the society. However, if the bylaws expressly authorize a board or a committee to exercise certain authority in a way that supersedes this general rule, the bylaws provision prevails.

Whether particular bylaws language in fact constitutes such express authorization may be a matter of interpretation, but that the bylaws --wisely or unwisely--can empower a board or committee with exclusive authority, or superior authority, in comparison to the society's assembly, is certain.