Adding Persons to Standing and Special Committees

[Guest pel]

With regard to an organization that has adopted Robert's with the following bylaw provisions (excerpted):

 

Rule 1:       The Board of Directors shall determine the number and purpose of all special and standing committees required to achieve the purposes of this Club.
Rule 2:        The President shall appoint the chair and members of all committees and announce such appointments no later than October 1 following his or her election.

 

Would the membership body still retain the authority to add and remove members from the committees on its own authority?  Also, would it retain the authority to create and remove committees on its own authority?

 

In this organization, there are no other bylaws governing a standard set of standing committees or the appointment of special committees.

 

Further, if the membership still retains that appointment authority and exercises it, does it prevent the President and Board from taking a subsequent contrary action?  (for instance, to dissolve a committee created by the body or to remove persons from committees appointed by the body)

 

Thank you,

 

-- Paul L.

[Richard Brown]

Only your organization can interpret its bylaws.  We can't do that for you. 

 

Having said, that, I personally read Rule 1 as meaning that the board of directors determines what committees there shall be.  I take that to mean that the board can also eliminate committees which it feels are no longer necessary or appropriate or that are not acting in the best interest of the organization.

 

I read rule 2 as saying that the president appoints both the members and the chairs of those committees.  I do not see where his appointees must be approved or where he has the authority to create new committees.

 

Unless you have a rule to the contrary, only the person or body which has the power to appoint members (and chairs) of committees has the power to remove them.   That looks to me like the president.

 

Based on the limited bylaw provisions you provided, I don't see where the general membership has any power to create or eliminate committees or to appoint or remove members of committees.

 

However, depending on the exact wording of your bylaws, your general membership may have the power, along with the board, to create and eliminate committees.  That depends on the provisions of your bylaws regarding the respective powers of the general membership and the board.  Unless there is a bylaw provision to the contrary, the board may not contravene action of the general membership.  The question is whether your bylaws give the board the exclusive power to create committees.

 

I do not see from the information provided where the general membership has the power to create a committee or to appoint members to it.

 

The answers to most of your questions depend on your bylaws and the way your organization interprets them.  We cannot do that for you.

[Guest pel]

Mr. Brown,

 

I understand the caveats.  I've been a parliamentarian before, so I know the usual disclaimers.  I am looking for an informed opinion given historical precedence and typical usage around similar bylaws.

 

My organization is an Optimist club, and the club has its bylaws little modified from the template suggested by Optimist International.

 

There is no general enumeration or limitation placed on the powers of the general membership in the bylaws that I can see.  The bylaws articles treat admission to membership, termination of membership, officers, the board of directors, election procedure (for officers and the board), meetings (frequency, quorum, parliamentary authority), revenue (dues, simple fiscal matters), committees, amendments, club dissolution, and various miscellaneous articles which seem to have absolutely no bearing on this topic.

 

The two rules I mentioned above are the entire bylaw article on committees.  The only other relevant articles appear to be this one on the nature of the executive board (titled the board of directors in the bylaws):

 

7.2 - The Board of Directors shall have control and management of the Club's activities, determine all policies, elect, dismiss and discipline members and generally supervise the affairs of the Club.

 

And these two under the article on officers:

 

6.2 - The President shall serve as the executive officer of the Club, preside at all meetings of the membership and the Board of Directors, be an ex-officio member of all committees, exercise general supervision over Club affairs and perform such other duties as are ordinarily incumbent upon a President; shall represent the Club in all relations with Optimist International and the District and perform a like function in their behalf in relation to the Club.  The President shall attend all duly called District meetings or, in the case of absence for good reason, provide for the Club's representation by an accredited representative.

6.5 excerpt - The Club Board of Directors can amend or expand these duties as needed, as long as they are within the guidelines of Optimist International and standard Club bylaws.

 

--

 

I am the most experienced person currently in the club who understands parliamentary procedure.  They look to me for guidance on rules interpretation when they're not trying to circumvent the rules or abuse the rules for personal or factional agendas.

 

One convention observed by the club membership is to defer many real decisions to the board of directors, although I have found no real reason for it in the bylaws.  I understand that rule 7.2 above gives the board full power, but I also understand from readings on this forum and in interpretation 2006-13 that this power, according to the bylaw as worded, is likely not exclusive and supreme in such a way that the membership is powerless to do anything but elect the board.

 

This had led to practices where the monthly board meeting is held immediately after the monthly member meeting.  Only on rare occasions does the board meet outside of this arrangement.  And very infrequently is there a lack of quorum at the preceding monthly member meeting.

 

I want to encourage the members to "break the mold", so to speak, and take more responsibility to discuss & direct the affairs of the club at their monthly meetings rather than defer so much to the board.  It has become an affair where most members show up for the annual election to ensure their favorites get on the board and into officer positions, followed by complaining throughout the year by factions whose favorites didn't get elected when they elected officers and directors make unpopular decisions.

 

However, if I convince the membership that they have power to be more involved in deliberating on questions and making decisions, I want to make sure I have the a defensible recommendation on how to handle committees if the body decides they want to start tinkering with them.

 

Thank you for your assistance.

 

 -- Paul L.

[Edgar Guest]

My organization is an Optimist club . . . 

 

Then things are likely to work out for the best, no?

[Guest Guest]

Then things are likely to work out for the best, no?

 

Funny!

 

Despite the disarming name, and the fact that we recite the Optimist Creed at the end of every meeting, it's the most caustic union of concerns you could probably come up with:  youth, sports, control over the use of expensive urban real estate, and managing the club's finances.

 

If we tossed in politics and religion, the circle of fun would be complete.

 

  -- Paul L.

[Richard Brown]

Paul, keep checking back.  I'll have more to add later, especially re the bylaw provision you quoted on the powers of the board.  I suspect others might weigh in, too.

[Josh Martin]

Rule 1:       The Board of Directors shall determine the number and purpose of all special and standing committees required to achieve the purposes of this Club.

Rule 2:        The President shall appoint the chair and members of all committees and announce such appointments no later than October 1 following his or her election.

 

Would the membership body still retain the authority to add and remove members from the committees on its own authority?  Also, would it retain the authority to create and remove committees on its own authority?

 

In this organization, there are no other bylaws governing a standard set of standing committees or the appointment of special committees.

 

Further, if the membership still retains that appointment authority and exercises it, does it prevent the President and Board from taking a subsequent contrary action?  (for instance, to dissolve a committee created by the body or to remove persons from committees appointed by the body)

 

Based on the information provided, I don't think the general membership has any authority to create or abolish committees or appoint or remove members of committees. Perhaps the membership should amend the bylaws to fix that.

 

7.2 - The Board of Directors shall have control and management of the Club's activities, determine all policies, elect, dismiss and discipline members and generally supervise the affairs of the Club.

 

One convention observed by the club membership is to defer many real decisions to the board of directors, although I have found no real reason for it in the bylaws.  I understand that rule 7.2 above gives the board full power, but I also understand from readings on this forum and in interpretation 2006-13 that this power, according to the bylaw as worded, is likely not exclusive and supreme in such a way that the membership is powerless to do anything but elect the board.

 

Actually, I do not think this rule gives the board "full power." It grants the board "general supervision" over the club's affairs and also grants it several enumerated powers (although the board's enumerated powers are so important and expansive that it may as well be "full authority.") The board's general authority regarding supervision of the club's affairs and control and management over the club's activities is not exclusive. The enumerated powers to "determine all policies, elect, dismiss and discipline members," however, may be exclusive to the board.

 

Again, it may be wise to amend the bylaws to change the balance of power. While I agree that the board's authority is certainly not "exclusive and supreme in such a way that the membership is powerless to do anything but elect the board," it certainly appears that the balance of power is tilted significantly toward the board.

[Dan Honemann]

Mr. Brown,

 

I understand the caveats.  I've been a parliamentarian before, so I know the usual disclaimers.  I am looking for an informed opinion given historical precedence and typical usage around similar bylaws.

 

My organization is an Optimist club, and the club has its bylaws little modified from the template suggested by Optimist International.

 

There is no general enumeration or limitation placed on the powers of the general membership in the bylaws that I can see.  The bylaws articles treat admission to membership, termination of membership, officers, the board of directors, election procedure (for officers and the board), meetings (frequency, quorum, parliamentary authority), revenue (dues, simple fiscal matters), committees, amendments, club dissolution, and various miscellaneous articles which seem to have absolutely no bearing on this topic.

 

The two rules I mentioned above are the entire bylaw article on committees.  The only other relevant articles appear to be this one on the nature of the executive board (titled the board of directors in the bylaws):

 

7.2 - The Board of Directors shall have control and management of the Club's activities, determine all policies, elect, dismiss and discipline members and generally supervise the affairs of the Club.

 

And these two under the article on officers:

 

6.2 - The President shall serve as the executive officer of the Club, preside at all meetings of the membership and the Board of Directors, be an ex-officio member of all committees, exercise general supervision over Club affairs and perform such other duties as are ordinarily incumbent upon a President; shall represent the Club in all relations with Optimist International and the District and perform a like function in their behalf in relation to the Club.  The President shall attend all duly called District meetings or, in the case of absence for good reason, provide for the Club's representation by an accredited representative.

6.5 excerpt - The Club Board of Directors can amend or expand these duties as needed, as long as they are within the guidelines of Optimist International and standard Club bylaws.

 

--

 

I am the most experienced person currently in the club who understands parliamentary procedure.  They look to me for guidance on rules interpretation when they're not trying to circumvent the rules or abuse the rules for personal or factional agendas.

 

One convention observed by the club membership is to defer many real decisions to the board of directors, although I have found no real reason for it in the bylaws.  I understand that rule 7.2 above gives the board full power, but I also understand from readings on this forum and in interpretation 2006-13 that this power, according to the bylaw as worded, is likely not exclusive and supreme in such a way that the membership is powerless to do anything but elect the board.

 

This had led to practices where the monthly board meeting is held immediately after the monthly member meeting.  Only on rare occasions does the board meet outside of this arrangement.  And very infrequently is there a lack of quorum at the preceding monthly member meeting.

 

I want to encourage the members to "break the mold", so to speak, and take more responsibility to discuss & direct the affairs of the club at their monthly meetings rather than defer so much to the board.  It has become an affair where most members show up for the annual election to ensure their favorites get on the board and into officer positions, followed by complaining throughout the year by factions whose favorites didn't get elected when they elected officers and directors make unpopular decisions.

 

However, if I convince the membership that they have power to be more involved in deliberating on questions and making decisions, I want to make sure I have the a defensible recommendation on how to handle committees if the body decides they want to start tinkering with them.

 

Thank you for your assistance.

 

 -- Paul L.

 

I think if you do a little more homework on the Optimist International's web site you will find the answers to your questions (which may surprise you).

 

In any event, this forum is not the place to find them.

[Edgar Guest]

No offense Mr. Honemann but was it really necessary to quote Guest_pel's post in its lengthy entirety? My poor mouse's scroll wheel is nearly worn out.

[Dan Honemann]

No offense Mr. Honemann but was it really necessary to quote Guest_pel's post in its lengthy entirety? My poor mouse's scroll wheel is nearly worn out.

 

Then use the sliding gizmo on the side instead.

[Edgar Guest]

Then use the sliding gizmo on the side instead.

 

Ah, yes, the sliding gizmo. Thanks.

 

Edited to add: Though it's not enough to simply scroll past or slide by the posts. I assume the quoted text was repeated for a reason. Especially if quoted by a member of the authorship team.

[Guest pel]

I think if you do a little more homework on the Optimist International's web site you will find the answers to your questions (which may surprise you).

 

In any event, this forum is not the place to find them.

 

Mr. Honemann,

 

I thought I had scoured that website for guidance and found it wanting, but I see now there is a multitude of guidance available there.  It includes answers to my questions and more.

 

Thank you for finding that and pointing it out.

 

And yes, it seems to endorse the model that has been historically followed by my club - the club meetings are more for social events, and the board is expected to make nearly all of the decisions.

 

Thanks again,

 

 -- Paul Lange

[Gary Novosielski]

Then things are likely to work out for the best, no?

 

I once tried pessimism for a brief period, but no sooner had I done so than I got the strong and unshakable feeling that it was just never going to work.