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If a standing committee with standing authority is constituted by a specific provision of the bylaws it would be enumerated in the organization's bylaws. However, if constituted by resolution, is it nonetheless enumerated in the bylaws under any special rules of order? (RONR p 491 ll. 6-8)

 

The only standing committees which will be in the bylaws are standing committees which are established in the bylaws. It may well be that certain committees were originally created by other means and the bylaws were later amended to include them, but you can't just add committees to the bylaws when they are created by other means. The bylaws can only be changed by amending the bylaws.

 

If the bylaws contain standing committees, additional standing committees cannot be created unless authorized by the bylaws. Depending on the nature of the committee, it might be that the committee needs to be established by a special rule of order or it could be established by a standing rule.

 

Also, what's your real question? :)

Edited by Josh Martin
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  1. Only the Board has the right to amend our organization's bylaws. Any amendments must then be confirmed by a 2/3 vote by the general membership or they cease to be effective. However, at the time of confirmation - and only then - may the general membership make further amendments by subsidiary motions in accordance with the Rules.
  2. However, we have recently determined, with the advice of legal counsel as to interpretation, that our bylaws also gives the general membership the right to establish standing or special committees.
  3. The committee we want to ultimately establish is a committee with standing powers. However, given the significance of the changes involved, we want to proceed with caution at our AGM later this month.
  4. Our intention therefore was to make a motion constituting a special committee whose assigned task would be to consider and propose a plan for establishing such a standing committee with standing powers.
  5. If our motion to constitute a special committee is adopted by the general membership, the Board would later be able to constitute on its own such a standing committee (not to our liking) by "other means" (i.e. resolution) as per the citation in the OP. If it did so, what would then be "in effect a standing rule", would not be enumerated in the bylaws and the general membership would never be unable to amend it.

How can we use this newly discovered power to constitute a committee to accomplish our ultimate objective in a responsible way without unintended consequences?

 

I know it's complicated, Josh, but you asked!

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How can we use this newly discovered power to constitute a committee to accomplish our ultimate objective in a responsible way without unintended consequences?

 

I don't see a problem (at least under RONR) with the procedure you have proposed. As usual, however, you should be sure to check the highly customized and often unusual rules in your bylaws and applicable law. :)

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  1. If our motion to constitute a special committee is adopted by the general membership, the Board would later be able to constitute on its own such a standing committee (not to our liking) by "other means" (i.e. resolution) as per the citation in the OP. If it did so, what would then be "in effect a standing rule", would not be enumerated in the bylaws and the general membership would never be unable to amend it.

 

If it's adopted by resolution and has standing authority, then a) that authority must be possessed by the body creating the meeting in the first place, and it must have the authority to delegate its authority; and B) the rule delegating that authority must be a special rule of order.

 

So if the Board already has the authority to do whatever this potential committee would do, and to delegate it, then there is no reason that the Board cannot create this committee already. If it does not, however, there is no risk that it could do so regardless of what you do (except by amending the bylaws, but then the membership would have the power to reject that, as you've indicated).

 

Furthermore, if your Board is subordinate to your general assembly (that is, is required to obey instructions given to it by the assembly), then the assembly could simply adopt a motion preventing the Board from establishing that committee. This could happen at any point, even afterwards---the assembly could pass a motion rescinding the Board's decision to create a committee, and that would be that. If the Board isn't, then there isn't much you can do anyway, other than elect a Board who is more likely to agree with you in the future.

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