Motion in Executive Committee to allow President to give the "charge" to subcommittees

[Guest Lillette]

A member of the Executive Committee of the Board of Directors makes a motion to allow the President to give the "charge" (or instructions) to all subcommittees, and the motion passes.  The President decides that a Bylaws Revision Committee is needed; she appoints the committee members,  and she emails a several page "charge" to committee members suggesting what she thinks are the issues and implying/suggesting how she wants those issues revised by this committee. The President sends a "charge" to most, if not all, committee members that the organization has.

 

1. Was the motion to allow the President to email the "charge' in order?

2. Was a motion needed to authorize the committee or can unanimous consent be used?

[Guest Lillette]

Clarification-The President sends separate "charges" to most/all of the organization's committees to each member of these committees.

[sMargaret]

A member of the Executive Committee of the Board of Directors makes a motion to allow the President to give the "charge" (or instructions) to all subcommittees, and the motion passes.  The President decides that a Bylaws Revision Committee is needed; she appoints the committee members,  and she emails a several page "charge" to committee members suggesting what she thinks are the issues and implying/suggesting how she wants those issues revised by this committee. The President sends a "charge" to most, if not all, committee members that the organization has.

 

1. Was the motion to allow the President to email the "charge' in order?

Do your bylaws specify another method of forming subcommittees, and/or naming members to subcommittees?

 

2. Was a motion needed to authorize the committee or can unanimous consent be used?

Unanimous consent is a motion.

 

[Tom Coronite]

It might be more helpful to look at unanimous consent as a procedure, or a method used to adopt a motion or to take action without the formality of a motion.  (cf p 54)

 

Unanimous consent is a motion.

[Josh Martin]

A member of the Executive Committee of the Board of Directors makes a motion to allow the President to give the "charge" (or instructions) to all subcommittees, and the motion passes.  The President decides that a Bylaws Revision Committee is needed; she appoints the committee members,  and she emails a several page "charge" to committee members suggesting what she thinks are the issues and implying/suggesting how she wants those issues revised by this committee. The President sends a "charge" to most, if not all, committee members that the organization has.

 

Is the President authorized to create committees or appoint their members?

 

Also, committees of the board or of the Executive Committee are actually committees, not subcommittees. An Executive Committee is technically a "board within a board," despite the name. A subcomittee is a committee of a committee.

 

1. Was the motion to allow the President to email the "charge' in order?

 

Maybe. If it conflicted with no rules of the organization (such as if the rules already specified charges for certain committees), and it was limited to the committees of the Executive Committee (or if the EC was authorized, for some reason, to give instructions to the committees of the board and the membership), then I suppose it was in order. If those conditions are not met... then no.

 

2. Was a motion needed to authorize the committee or can unanimous consent be used?

 

Unanimous consent is permissible.

[Guest Lillette]

1.The President is allowed to appoint the members of special and ad hoc committees and the committee chairs of standing committees. The President is not allowed to "create committees."

2. The President gives directions or "charges" to both committees of the Executive Committee and the organization's standing committees, including the Nominating Committee. The President basically expects all committees except Nominating Committee to "report" to the President.

3. The only "authorization" to President was the motion in Executive Committee.

4. I thought the motion was out of order because of the following in RONR, Section 50, p. 495, il 29-36

 

Whenever it is stated in the bylaws (with or without the proper exceptions just noted) 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.

 

and p. 498, il 30-35 and p. 499, 1-2.

 

When a subject or item of business is referred to the committee ...the secretary should provide the committee chairman or his representative with copies of the papers, motin, or other matter formally referred to it, and whatever instructions the assembly has given."

 

Frankly, the President views herself as the "boss" and her instructions do not necessarily reflect the will of the assembly.

 

 

 

[Josh Martin]

1.The President is allowed to appoint the members of special and ad hoc committees and the committee chairs of standing committees. The President is not allowed to "create committees."

2. The President gives directions or "charges" to both committees of the Executive Committee and the organization's standing committees, including the Nominating Committee. The President basically expects all committees except Nominating Committee to "report" to the President.

3. The only "authorization" to President was the motion in Executive Committee.

4. I thought the motion was out of order because of the following in RONR, Section 50, p. 495, il 29-36

 

Based on the facts provided, I agree that the motion to authorize the President to give instructions to all the organization's committees was out of order and is null and void. The Executive Committee itself does not have the power to instruct committees of the board or committees of the society (unless the organization's rules provide otherwise), so it cannot authorize the President to do so.