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Committee as "governing board"


dv48180

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Our organization's bylaws call for a member to appear before the "governing board" if there is an infraction of rules, behavior, etc, in the club facilities, for determination of disciplinary action, suspension of membership, etc There is a standing committee which is supposed to handle these matters. The duties are not outlined in the bylaws. The chair of this committee is appointed by the president and is also a member of the governing board, and has chosen 4 additional members for this committee to review and take action on these matters. As a member of the committee, these are my questions:

1. Is a committee considered an extension of the governing board, and as such can take action on these matters, or only make recommendations? If so then bylaws are being followed, or are we violating the bylaws by doing this?

3. Do the activities in full need to be reported at board meetings and approved, or just reported?

thank you for anyone who can help to clarify this.

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Are the duties of this standing committee (out of curiosity, what's the name of the committee?) defined in the bylaws in any way? You say the 'duties are not outlined' -- do the bylaws say anything about the purpose of the committee? What is the relationship of the standing committee to the 'governing board'?

1. In general, a board cannot pass its powers over to a committee, unless this is authorized in the bylaws, or by a decision of the superior body (the general membership in most cases).

2. ? Was there a question 2?

3. First, figure out if the committee actually has any authority to take action.

edited to add:

see RONR 11th ed. p. 484 l. 30 - p. 485 l. 4)

It starts with: 'As a general principle, a board cannot delegate its authority -- that is, it cannot empower a subordinate group to act independently in its name -- except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted...'

In your situation, there is still the question of whose committee is it -- i.e. which body is the unnamed standing committee supposed to report to?

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Hi Trina - thanks for the reply. In response - the committee - named simply "Bar committee" is to report to the governing board. The governing board consists of the elected officers as well as elected members of "executive board".

There is no further mention in the bylaws about the duties/power/anything else. Historically, this committee has made decisions to "bar" members from the club room based on infractions of rules. These decisions were not discussed with or reported to anyone. We now want to make sure we are following the bylaws, but the bylaws do not address this specifically, only state the member must appear before the "governing board" if there is need for disciplinary action in relation to behavior issues.

The reason for the question is that a few members of the board have decided that the committee has no power to do anything, and members still have to report to the "board" in this situation. Others feel that that is the purpose of the committee.

Our bylaws are also in the process of being updated, so in the future hopefully this will be addressed better.

The group is a private membership club, members pay dues to belong.

thanks for any further help with clarification!

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Hi Trina - thanks for the reply. In response - the committee - named simply "Bar committee" is to report to the governing board. The governing board consists of the elected officers as well as elected members of "executive board".

There is no further mention in the bylaws about the duties/power/anything else. Historically, this committee has made decisions to "bar" members from the club room based on infractions of rules. These decisions were not discussed with or reported to anyone. We now want to make sure we are following the bylaws, but the bylaws do not address this specifically, only state the member must appear before the "governing board" if there is need for disciplinary action in relation to behavior issues.

The reason for the question is that a few members of the board have decided that the committee has no power to do anything, and members still have to report to the "board" in this situation. Others feel that that is the purpose of the committee.

Our bylaws are also in the process of being updated, so in the future hopefully this will be addressed better.

The group is a private membership club, members pay dues to belong.

thanks for any further help with clarification!

A committee or board has only the authority given to it by the bylaws or by an act of the assembly of the organization.

If the board has the authority to "bar" a member, it cannot delegate that authority to a committee. If the board doesn't have that authority, it certainly can't delegate it either.

In any event, if the committee isn't given the authority to act by the bylaws or by the assembly of the society, then it cannot.

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Hi Trina - thanks for the reply. In response - the committee - named simply "Bar committee" is to report to the governing board. The governing board consists of the elected officers as well as elected members of "executive board".

There is no further mention in the bylaws about the duties/power/anything else. Historically, this committee has made decisions to "bar" members from the club room based on infractions of rules. These decisions were not discussed with or reported to anyone. We now want to make sure we are following the bylaws, but the bylaws do not address this specifically, only state the member must appear before the "governing board" if there is need for disciplinary action in relation to behavior issues.

The reason for the question is that a few members of the board have decided that the committee has no power to do anything, and members still have to report to the "board" in this situation. Others feel that that is the purpose of the committee.

Our bylaws are also in the process of being updated, so in the future hopefully this will be addressed better.

The group is a private membership club, members pay dues to belong.

thanks for any further help with clarification!

As to your main question, I agree with Mr. Wynn (and also see the supporting RONR citation in post #2).

The fact that the Bar committee has historically done certain things (and that some members feel this is the 'purpose' of the committee) does carry some weight -- this could be called a 'customary practice' in the organization... note, however, that when a custom is found to be in conflict with the bylaws or the parliamentary authority (RONR), the custom loses out. In other words, once you figure out that a historical practice is improper according to your rules, don't assume that precedent ("but... that's how we've always done it!") allows you to continue the improper practice.

'if a customary practice is or becomes in conflict with the parliamentary authority or any written rule, and a Point of Order citing the conflict is raised at any time, the custom falls to the ground, and the conflicting provision in the parliamentary authority or written rule must thereafter be complied with.' (RONR 11th ed. p. 19 ll.9-15)

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It looks good to me that the bylaws are being updated. The ill-named Bar Committee (I agree with Guest Edgar!) seems to have been meant, at first, to have a certain disciplinary job -- but only one part of the job was outlined, and none of the necessary authority was given.

And the Cat-o-Nine-Tails Committee and the Itchy Creme Dispensary Committee ought to be abolished forthwith, as supernumary, and implicitly subsumed into the Bar Committee.

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You really ought to read Chapter 20, "Disciplinary Procedures," in the 11th edition of RONR, especially pages 649-50, and pages 653-59. As you will see, there are circumstances in which an investigating committee and even a trial committee may play key roles, but the assembly has the ultimate responsibility -- unless the bylaws explicitly give disciplinary authority to a disciplinary committee (see p. 669.)

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