# of Committee Members

[Guest Catherine]

Preface: Our Club has levels of membership. The 2 levels relevant to this question are Equity and Sr. Equity.  Equity members may vote, hold office and pays full dues. Sr. Equity cannot vote, hold office and dues are 1/2 that of Equity.

 

By-Laws state that, for example, the House Committee and the Membership Committee shall consist of x-# of Equity members who are nominated by the Nominating Committee each year.  A motion has been made and seconded which would allow the President, at his/her discretion, to appoint a Sr. Equity member to House and/or Membership committees.  (We have some very active Sr. Equity members, with a lot of club knowledge, who would like to serve on committees.)  The motion does not state that the President shall appoint a Sr. Equity member to these committees, but may do so.  Each of the committees would still consist of x-# of Equity members.

 

Does the Motion present a conflict to allow the President to appoint Sr. Equity members to the various committees?

 

Would another motion to be required stating, basically, the Membership Committee shall consist of x-# of equity members and, at the President's discretion, 1 Sr. Equity? 

[Richard Brown]

What can be done here depends primarily on precisely what your bylaws say about the makeup of these committees and whether the society itself or the president has the authority to appoint additional "non equity" members. 

 

If the bylaws are as explicit as I believe you are saying they are, then only "equity members" may serve on those committees and the president has no power to appoint non-equity members.  It would also, in my opinion, be impermissible for a motion to authorize these appointments as they would conflict with the bylaws.

 

It seems to me that an amendment to your bylaws would be required in order to allow these "Sr Equity" members to be appointed to those committees.

 

However, your organization, not those of us on this forum, are the only ones who can interpret your bylaws.

[Kim Goldsworthy]

...

A motion has been made and seconded which would allow the President, at his/her discretion,

to appoint a Sr. Equity member to House and/or Membership committees. 

...

The motion does not state that the President shall appoint a Sr. Equity member to these committees, but may do so. 

Each of the committees would still consist of x-# of Equity members.

 

Does the Motion present a conflict to allow the President to appoint Sr. Equity members to the various committees?

 

Would another motion to be required stating, basically, the Membership Committee shall consist of x-# of equity members and, at the President's discretion, 1 Sr. Equity? 

Would another motion to be required stating, basically,

the Membership Committee shall consist of x-# of equity members

and, at the President's discretion, 1 Sr. Equity?

 

No.

That strikes me as overkill.

Just leave the possibily there for the next opportunity.

 

 

Does the Motion present a conflict

to allow the President to appoint Sr. Equity members to the various committees?

 

"Conflict"?

No.

I see no conflict.

Where do you see a conflict?

The president is not a Sr. Equity member, so the presdient is not conflicted (i.e., not in a position to self-deal to his personal benefit).

[Guest Catherine]

For clarification purposes:  The By-Laws read, in part, "The House Committee shall be composed of six Equity Members." (theother 'part' dealing with their duties).  I guess my thinking is that since it doesn't read shall be composed only or solely of six Equity Members that it presents no by-law conflict to appoint a Sr. Equity member to the committee as well, since it would still consist of 6 equity members. It's an interpretation thing, and I'm just trying to get a read on whether others would interpret a 7th member as a by-law conflict.

[Kim Goldsworthy]

For clarification purposes:  The By-Laws read, in part,

 

"The House Committee shall be composed of six Equity Members." (theother 'part' dealing with their duties). 

 

I guess my thinking is that since it doesn't read shall be composed only or solely of six Equity Members that it presents no by-law conflict to appoint a Sr. Equity member to the committee as well, since it would still consist of 6 equity members.

It's an interpretation thing, and I'm just trying to get a read on whether others would interpret a 7th member as a by-law conflict.

I would interpret such a rule as implying:

 

* A maximum of six. Fewer, if six if impossible to obey. A vancancy will exist if fewer than six, perpetually subject to being filled.

 

* Only Equity members. This is a qualification for office. As such, you cannot have anyone is non-Equity.

 

***

 

Analogy.

Imagine a kennel club.

Imagine a rule, "There will be a maximum of six German Sheperds in the N class."

Q. Does that imply that is is okay to add "Golden Retrievers" to class N, since the rule does not include the word "only" or "solely"? -- As long as there are six dogs in Class N?

(I don't think so.)

 

You should interpret a rule always as implying ". . . and no other [kind]."

Else, it isn't a rule; it is a suggestion; subject to violation at a whim, and never enforceable.

[Edgar Guest]

I'm just trying to get a read on whether others would interpret a 7th member as a by-law conflict.

 

If the bylaws say that a certain committee shall (i.e. must) consist of six members then, yes, adding a seventh member (no matter who he is) would violate the bylaws. Of course, from time to time, there might be fewer than six members (due. for example, to an untimely death) but that simply creates a vacancy that needs to be filled.

[Gary Novosielski]

But if the bylaws say it must consist of six equity members, then a motion to allow the president to appoint other types of members would be in conflict with the bylaws, and the only way to allow it would be to amend the bylaws.

 

In the original question, reference was made to "holding office", but here we are talking about committee membership, and we find that the bylaws are quite specific.about that, as well.