Eliminating a Committee

[JayW]

Trying to get my ducks in a row, here...

At a meeting of our Board several months ago, a "motion to accept the proposed Committee" was passed by the Board. Once the members found out about it, an uproar ensued, and several Board members have realized that the Committee is not what they thought it would be, and would like to revisit the matter at an upcoming meeting. One Board member (who is a bit of a bully, and is not the President) has informed the rest of the Board that only the President can create committees, and thus only the President can eliminate them.

Our Board does have the authority to create committees, in that "the government and management of the Club shall be vested in the Board of Directors." Our Bylaws also state, in various places:

"The Board of Directors shall have the power to discharge committees of the Club for violation or neglect of duty, provided that a report of such action is made to the Club." [Does not apply in this case.]

"The President shall, with the concurrence of the Board of Directors, appoint all committee chairpersons within one (1) month of his or her election to the Presidency." [We assume this to mean Standing Committees.]

"The Standing Committee chairpersons may be appointed by the President of the Club with the concurrence of the Board of Directors. The President may also appoint ad hoc committees as may be necessary to accomplish the purposes of the Club." [The bully Board member takes "the President may also appoint" here to mean "the President may also create".]

RONR seems quite clear on the matter with this statement:

"Whenever it is stated in the bylaws... that the president 'shall appoint all committees,' this means that the president shall select the persons to serve on such committees as the bylaws prescribe to be established or the assembly may direct to be appointed; it does not mean that the president can himself decide to appoint and assign a task to a group and thereby give it the status of a committee of the society."

(I don't have the citation, this stuff always comes up when my book is at home!) I realize it's ultimately up to the club (or the Board) to interpret the Bylaws, but can I get confirmation that I'm fairly solid footing in saying that nothing in the Bylaws appears to give the President the right to unilaterally create a committee, and that it is thus the Board that has the power to create and eliminate committees?

From there, if the other Board members can get the bully to concede that point, I'm wondering what the next step is. I've read the section on Discharging a committee but it doesn't quite seem to apply here -- nothing has yet been officially referred to the committee, it was set up as part of a process that will change in the latter half of this year. (I posted about it in another thread; essentially it's designed to pre-select candidates for a judging assignment that will appear on the ballot. All nominations go to the committee, and from those the committee chooses three candidates to send to the membership for a vote.)

Would a motion to rescind the motion to "approve the Committee" be the better/easier/more appropriate approach?

If there are any other items/citations supporting the notion that the President cannot act unilaterally to create a committee, I'd appreciate those as well.

My gratitude, as always!

[Sean Hunt]

This sounds like it's an issue best decided by your organization, but if your Board is the governing body of your organization, then it is also responsible to interpret the bylaws, so the Board can decide what it means. In particular, you should first work out whether the Board had the authority to create the committee in the first place---if it did, then I would be very skeptical of an argument that the Board can create but not un-create a committee by means of a motion to Discharge a special committee or Rescind the standing rule (or special rule of order) creating a standing committee.

Ultimately, though, your organization will have to sort out the rules for yourselves.

[Gary c Tesser]

...if the other Board members can get the bully to concede that point ...

Much of your problem might be the assumption that the organization's decision-making process needs to include getting the bully to concede anything.

[Sean Hunt]

Much of your problem might be the assumption that the organization's decision-making process needs to include getting the bully to concede anything.

Sage advice.

[Josh Martin]

(I don't have the citation, this stuff always comes up when my book is at home!) I realize it's ultimately up to the club (or the Board) to interpret the Bylaws, but can I get confirmation that I'm fairly solid footing in saying that nothing in the Bylaws appears to give the President the right to unilaterally create a committee, and that it is thus the Board that has the power to create and eliminate committees?

Although you already know this by now, it's ultimately up to your organization to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591. With that said, here's what RONR says on this subject.

If the Bylaws are silent on the subject, the board and the membership are able to create their own special committees, at the very least. Creating standing committees is a bit more complicated - see RONR, 11th ed., pg. 491, lines 6-32. Each assembly (the board and membership) has control over its own committees, including the authority to appoint or remove the committee's members. Likewise, an assembly has the authority to discharge its own special committees (which dissolves the committee). Dissolving a standing committee depends on how it was established in the first place. The President does not, by default, have the authority to do anything regarding committees, although the assembly can certainly authorize the chair to appoint a committee's members in a particular case.

Lastly, you are quite correct that so far as RONR is concerned, a provision which authorizes the President to appoint all committees does not authorize him to create committees.

From there, if the other Board members can get the bully to concede that point, I'm wondering what the next step is. I've read the section on Discharging a committee but it doesn't quite seem to apply here -- nothing has yet been officially referred to the committee, it was set up as part of a process that will change in the latter half of this year. (I posted about it in another thread; essentially it's designed to pre-select candidates for a judging assignment that will appear on the ballot. All nominations go to the committee, and from those the committee chooses three candidates to send to the membership for a vote.)

Would a motion to rescind the motion to "approve the Committee" be the better/easier/more appropriate approach?

The process for dissolving a committee depends on the type of committee and how the committee was established. If it's a special committee, then the motion to discharge the committee is the appropriate course of action. If it's a standing committee, then you essentially need to reverse whatever process was used to create the committee. If it's created by a main motion, then the appropriate course of action is to rescind that motion. If this is a standing committee, however, I'd take a close look at the citations I mentioned, to be sure you followed the correct process to create the committee in the first place.

[Guest Edgar]

RONR seems quite clear on the matter with this statement:

"Whenever it is stated in the bylaws . . . that the president 'shall appoint all committees,' . . . it does not mean that the president can himself decide to appoint and assign a task to a group and thereby give it the status of a committee of the society."

Lastly, you are quite correct that so far as RONR is concerned, a provision which authorizes the President to appoint all committees does not authorize him to create committees.

Well, it may be clear (if not "quite clear") but this is the kind of language that makes some search for "Robert's Rules in Plain English".

hU2364

[JayW]

Much of your problem might be the assumption that the organization's decision-making process needs to include getting the bully to concede anything.

You're absolutely right about that!

The President does not, by default, have the authority to do anything regarding committees, although the assembly can certainly authorize the chair to appoint a committee's members in a particular case.

Now that's an interesting point. (Maybe.) Our Bylaws also state that "Committee members will be appointed by the respective Committee Chairpersons." So would the creation of a Committee that pre-specifies the Committee members be a violation of the Bylaws, and since the Committee is an ongoing entity would that constitute a continuing breach for which a Point of Order could be raised at any time?

If it's a standing committee, then you essentially need to reverse whatever process was used to create the committee. If it's created by a main motion, then the appropriate course of action is to rescind that motion. If this is a standing committee, however, I'd take a close look at the citations I mentioned, to be sure you followed the correct process to create the committee in the first place.

Another interesting point. This Committee is intended to have an annual function, so would be standing committee -- in which case the statement about the President appointing ad hoc committees isn't relevant, anyway. The Board decision to approve the Committee was unanimous, so I do think it was properly created (not considering the potential Bylaws violation above), but recognizing that it is a standing committee makes a difference.

Thanks, as always, for the information and advice!

[Josh Martin]

Now that's an interesting point. (Maybe.) Our Bylaws also state that "Committee members will be appointed by the respective Committee Chairpersons." So would the creation of a Committee that pre-specifies the Committee members be a violation of the Bylaws, and since the Committee is an ongoing entity would that constitute a continuing breach for which a Point of Order could be raised at any time?

It's ultimately up to your organization to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591.

If the society determines that this provision would prohibit a motion which specifies a committee's members, yes, I think it would be a continuing breach.

The Board decision to approve the Committee was unanimous, so I do think it was properly created (not considering the potential Bylaws violation above), but recognizing that it is a standing committee makes a difference.

Well, maybe. Do your Bylaws already specify certain standing committees? If so, that implies that no other standing committees can be created except by amending the Bylaws (unless your Bylaws provide otherwise). I would guess that your board does not have the authority to amend the Bylaws.

Otherwise, yes, a unanimous vote should certainly suffice.

[JayW]

Sorry, I meant to note that our Bylaws do not list any standing committees.

Thanks again!

[Guest Edgar]

This Committee is intended to have an annual function, so would be standing committee . . .

Well, the nominating committee is the classic example of a committee that has an annual (or at least periodic) function and I recall a discussion here as to whether it was a standing or special committee but, alas, I forget where the consensus lay.

BajkEF

[JayW]

Well, the nominating committee is the classic example of a committee that has an annual (or at least periodic) function and I recall a discussion here as to whether it was a standing or special committee but, alas, I forget where the consensus lay.

I'm going to pretend I didn't read that....

I think, in our case, at any rate, the nominating committee would be a special committee because the bylaws state it shall be appointed each year. So it's not an ongoing committee with an annual function -- it's a new committee created annually. I could be completely wrong about that, of course!

[Josh Martin]

I'm going to pretend I didn't read that....

Since it seems that you can create the committee in either case, and the rules for Rescind and Discharge a Committee are very similar, I don't think the distinction will make much difference. I wouldn't lose any sleep over it.

[JayW]

I wouldn't lose any sleep over it.

Thanks!