Question re: a committee report/recommendation

[Guest C. Smith]

I have a question and hopefully this will make sense....

Bylaws of an organization require a committee to be named by the President with advice and consent of Board to be comprised of three (3) Board members. Now, either through willful ignorance or other reasons, the President violates the Bylaws and has a NON Board member chair the committee.

The committee chair and the other two (2) members (who are actual Board members) provide a report that calls for action to be taken. Does that report have to be seconded in a motion before the Board of Directors in order to be adopted?

From what I've read -- please let me know if I'm correct in my understanding -- had the Committee been comprised of the proper people, then the motion would not need a second.

However, given the fact that the commitee was not chosen properly, the report should have had a second motion to make it proper/official.

[Gary c Tesser]

I don't know what you mean by "the report should have had a second motion" -- the issue seems to be whether the motion coming from the committee needs to be seconded.

That aside, no, probably the motion coming from the committee does not need a second. See the middle of p. 36. I say "probably," because the impropriety introduces thorniness.

[tctheatc]

Generally speaking, a motion from a committee would not need a second because there are multiple people proposing it. You say there are 2 legit board members on the committee. Sounds good to me!

Whether or not the committee was properly formed is probably a separate issue. I did notice you said the president violated the bylaws, but also the president appoints the committee with the advice and consent of the board.

[Gary c Tesser]

Generally speaking, a motion from a committee would not need a second because there are multiple people proposing it. You say there are 2 legit board members on the committee. Sounds good to me! ...

tc, my concern was that the other legitimate member of the committee might have been opposed -- in which case, only one legitimate member of the committee was in favor, which implies that we do need another legitimate person (a "second" person; hence the term) to say he favors going forward.

Guest C._Smith:

I apologize for having overlooked this other point of yours:

"From what I've read -- please let me know if I'm correct in my understanding -- had the Committee been comprised of the proper people, then the motion would not need a second."

The answer is yes, indeed, and hooray, there is a clear reason: because demonstrably, two people are in favor of going forward on the issue.

[Tim Wynn]

Note that a motion to adopt a recommendation in a report must be made by a member of the assembly, so if the reporting member of the committee is not a member of the assembly to which the report is presented, the adoption of any recommendation contained in the report will have to be moved by someone else, and it will then require a second. See RONR (11th ed.), p. 507, ll. 20-24.

[Guest C. Smith]

"report should have had a second motion" = Sorry, yes - that's what I meant - that the motion should have been seconded.

[tctheatc]

tc, my concern was that the other legitimate member of the committee might have been opposed -- in which case, only one legitimate member of the committee was in favor, which implies that we do need another legitimate person (a "second" person; hence the term) to say he favors going forward.

Excellent point, Gary. I suppose I was taking the following words to mean that all three individuals were proposing the action, as opposed to it having come from the committee with the possibility of there being a dissenting opinion.

The committee chair and the other two (2) members (who are actual Board members) provide a report that calls for action to be taken.

But you're absolutely right. My assumption could be incorrect.