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Our bylaws say that committees, standing or special, shall be appointed by the president as the corporation or the board of directors shall from time to time deem necessary to carry on the work of the corporation.

 

Question: Is the membership nonetheless able to refer a matter not falling within the scope of any existing committee to a new special committee and direct the appointment of certain members?

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Our bylaws say that committees, standing or special, shall be appointed by the president as the corporation or the board of directors shall from time to time deem necessary to carry on the work of the corporation.

 

Question: Is the membership nonetheless able to refer a matter not falling within the scope of any existing committee to a new special committee and direct the appointment of certain members?

 

Once again, this is a question concerning the proper interpretation of your bylaws, and the next thing we know you'll be telling us that there is some statutory provision controlling the matter. :)

 

However, I suggest you take a look at (d) on pages 495-96, paying particular attention to page 495, lines 18-26, which I think you will find helpful.

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Once again, this is a question concerning the proper interpretation of your bylaws, and the next thing we know you'll be telling us that there is some statutory provision controlling the matter. :)

 

However, I suggest you take a look at (d) on pages 495-96, paying particular attention to page 495, lines 18-26, which I think you will find helpful.

As far as I can tell, there is little danger of any statutes coming into play here!

 

The bylaws provides for the assignment of  the president's " duties and powers" to other officers which would apply in the situation referred to in your citation.

 

As I think you are suggesting, it is likely a matter of the interpretation of "as the corporation...may deem necessary" for the members to decide.

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Keep in mind, however, the distinction between "establish" a committee and "appoint" a committee.

 

Based on common dictionary meanings, "establish" means to form or set up a committee, which would entail defining the task, the time line (if any), perhaps the number of members, &c., while "appoint" means to name people to a (presumed pre-existing) committee.

 

In common usage (including RONR) "appoint" often takes on both meanings, but the discussion on p. 495-496 makes clear use of the distinction.

 

A committee can exist with no members at all  --  vide a nominating committee established in the bylaws, but populated (members appointed, or elected, to it) only in anticipation of an election.

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Keep in mind, however, the distinction between "establish" a committee and "appoint" a committee.

 

Based on common dictionary meanings, "establish" means to form or set up a committee, which would entail defining the task, the time line (if any), perhaps the number of members, &c., while "appoint" means to name people to a (presumed pre-existing) committee.

 

In common usage (including RONR) "appoint" often takes on both meanings, but the discussion on p. 495-496 makes clear use of the distinction.

 

A committee can exist with no members at all  --  vide a nominating committee established in the bylaws, but populated (members appointed, or elected, to it) only in anticipation of an election.

The bylaws are silent about "establishing" committees.  However, your citation (RONR pp 495-496 ll 29-1) would certainly seem to say that the members may establish - regardless of the interpretation of the aforementioned bylaw - a special committee.

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If your bylaws say what you say they say, they are not silent about establishing committees.

They do say. Point taken.  Then there is also no ambiguity insofar as the members also being able to establish a committee, a corporation being a group of people authorized to act as a single entity (legally a person).

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Guest Nancy N.

.., a corporation being a group of people authorized to act as a single entity (legally a person).

That's not what my dictionary says it is, although my dictionary is not a legal dictionary, although it acts as a single entity (illegally a dictionary, as it was acquired from a ruthless unscrupulous used-dictionary salesman with a long waxed moustache and big black top hat and screaming blonde tied to the railroad tracks without payment of used-dictionary sales tax, on the book not the tracks or the woman, although no taxes were paid on them either, but maybe, come to think of it, possibly legally a dictionary anyway, since it does not pretend to be practicing law without a license and of course neither do I).

(Spam filter picture: ramshackle orange-gabled house; I haven't seen it before. Just two silly puzzle-pieces! And I'm still waiting for the dismembered baby and rabbit.)

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That's not what my dictionary says it is, although my dictionary is not a legal dictionary, although it acts as a single entity (illegally a dictionary, as it was acquired from a ruthless unscrupulous used-dictionary salesman with a long waxed moustache and big black top hat and screaming blonde tied to the railroad tracks without payment of used-dictionary sales tax, on the book not the tracks or the woman, although no taxes were paid on them either, but maybe, come to think of it, possibly legally a dictionary anyway, since it does not pretend to be practicing law without a license and of course neither do I).

(Spam filter picture: ramshackle orange-gabled house; I haven't seen it before. Just two silly puzzle-pieces! And I'm still waiting for the dismembered baby and rabbit.)

Ahhh, the sounds of home . . . plagiarized quite nicely by Nancy N, who is that rare mix of embarrassment and irrelevance that sets the women's movement back two and a half weeks.  

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