Discharging a committee designated in the bylaws

[smb]

A union's bylaws specify that the President appoints the members of all standing and special committees, subject to board approval.  Another section of the bylaws state that all contract negotiations shall be conducted by "a committee consisting of members of the affected bargaining unit, members of the board of directors, and other members as the board deems appropriate".

 

The Board is unhappy with the progress of negotiations.  Assuming that some members of the board are also members of the affected bargaining unit, can it discharge the existing committee and take on the negotiations itself? 

 

There are two ways of looking at the phrase "as the board determines appropriate."  One is that this means the board determines the membership of this particular committee, not the President.  The other is that the board determines only the classes of membership (i.e., members of the affected unit, members of the board, members of other bargaining units who might be affected, paid consultants, etc.) but that the President still has the authority to name the actual people to serve on the committee. 

 

The Board would like to discharge the existing committee and name itself as the negotiating committee.   Would this conflict with the president's authority or is this an example of a general statement in the bylaws (president's authority to appoint members to all standing and special committees) yielding to a more specific statement (composition of the negotiating committee is determined by the board)?  

 

Robert states that "ordinary committees" are of two types -- special and standing. (p. 490)  Is that just a way of distinguishing committees of the whole, or is there such a thing as a "non-ordinary" committee that is established by different treatment in the bylaws?

 

[Hieu H. Huynh]

If the bylaws specify that the President appoints the members of all standing and special committees, subject to board approval, then that's the procedure to be followed. I think in your case, the board could discharge the committee, but the President still has the power to appoint new committee members. If the board does not approve the new committee members, then the President appoints other new committee members and this process is repeated until the board approves the appointments.

[Gary Novosielski]

But relying on the principle that the specific overrides the general, I think this particular committee is (at least partially) under the control of the board.

 

The only question I have is whether the phrase "as the board deems appropriate" applies only to "other members"  or does it also apply to "members of the affected bargaining unit [and] members of the board of directors"?   If it only applies to "other members" then the members other than "other" would be appointed by the president.   

[Josh Martin]

A union's bylaws specify that the President appoints the members of all standing and special committees, subject to board approval. Another section of the bylaws state that all contract negotiations shall be conducted by "a committee consisting of members of the affected bargaining unit, members of the board of directors, and other members as the board deems appropriate".

The Board is unhappy with the progress of negotiations. Assuming that some members of the board are also members of the affected bargaining unit, can it discharge the existing committee and take on the negotiations itself?

The answer to the second part of this question is clearly "no." If the bylaws specify that contract negotiations shall be conducted by "a committee consisting of members of the affected bargaining unit, members of the board of directors, and other members as the board deems appropriate," then that is what must be done. The board cannot disregard this rule and conduct the negotiations itself. Although there are similarities between the two, a board is not a committee.

The board might be able to discharge the committee and appoint a new committee, and that new committee's membership might be remarkably similar to the membership of the board. Those are more difficult questions.

There are two ways of looking at the phrase "as the board determines appropriate." One is that this means the board determines the membership of this particular committee, not the President. The other is that the board determines only the classes of membership (i.e., members of the affected unit, members of the board, members of other bargaining units who might be affected, paid consultants, etc.) but that the President still has the authority to name the actual people to serve on the committee.

The Board would like to discharge the existing committee and name itself as the negotiating committee. Would this conflict with the president's authority or is this an example of a general statement in the bylaws (president's authority to appoint members to all standing and special committees) yielding to a more specific statement (composition of the negotiating committee is determined by the board)?

As you note, the phrase "as the board deems appropriate" is ambiguous. It will be up to the organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

I'm also not sure this is the only ambiguity. The way the rule is written, it may be intended to ensure that at least some of the members of the committee are not members of the board of directors. So even if the board has the authority to discharge the committee, the board might not be able to simply appoint a committee of all board members to replace it.

Robert states that "ordinary committees" are of two types -- special and standing. (p. 490)  Is that just a way of distinguishing committees of the whole, or is there such a thing as a "non-ordinary" committee that is established by different treatment in the bylaws?

Yes, the phrase "ordinary committees" is used to distinguish standing and special committees from committee of the whole and its alternate forms.

[Edgar Guest]

The board might be able to discharge the committee and appoint a new committee, and that new committee's membership might be remarkably similar to the membership of the board. 

 

Yes, that seemed like an option to me too. It's not clear whether the committee must contain at least one member (or at least two members?) of "the affected bargaining unit" but a token member could be appointed to cover that base.