Which is the proper count of the number constituting a committee?

[Guest BruceVIDA]

Our bylaws specifically provide that the president is ex-officio member of all committees except the nominating committee.

 

The current bylaws wording describing the creation of a special bylaws committee reads as follows:

 

“From time to time it may become necessary in light of current events to examine and/or amend the Bylaws, and the President may appoint a Bylaws Committee which will consist of at least five members. The committee will meet as needed and prepare a written report to be presented at the annual meeting of the Association or as needed.”

 

RONR is clear that an ex-officio member of a committee has all the same rights as a regular member, but is not counted in determining the number required for a quorum, or whether a quorum is present.

 

What I’m not finding is a determination in RONR that given all the above, when the President creates the bylaws committee:

 

Does the quantity of five (5) mandated by the bylaws include the president or is in addition to the president?

 

It would seem the spirit of the rules would indicate that the committee would have five appointed members plus the President as ex-officio member, but I’m not certain.

 

Interpretations? Advice?  Thank you!

[Richard Brown]

It would be five members in addition to himself.     It also seems to me that he could name himself as a regular member, although doing so would be most unusual since he is automatically a member ex officio.  The only difference I see is that he would then count for quorum purposes and the committee would be limited to four people in addition to himself. 

 

However, they are your bylaws and your membership might interpret them differently

[Guest BruceVIDA]

That’s a really interesting perspective, Richard, and I thank you!  I never considered the idea that a President could choose to be re-designated as a regular member of a committee rather than an ex-officio member.

 

Technically, our language only specifies a minimum number of members, so there would be no limitation: “to four people in addition to himself. “  It’s possible for us to have many more members of the committee, and I hate it that our association is so small that we are struggling just to fill the minimum number of positions. 

 

More committee members = broader experience and a more carefully considered deliberation.

[Edgar Guest]

I never considered the idea that a President could choose to be re-designated as a regular member of a committee rather than an ex-officio member.

 

I don't think he can. I don't think he can appoint himself to a committee he's already a member of.

[Richard Brown]

I don't think he can. I don't think he can appoint himself to a committee he's already a member of.

I don't know that he can, either, but I don't see anything in RONR that prohibits it.  Perhaps he wants to limit the committee to five people including himself to give himself more clout.  Perhaps he wants to name himself chairman.  I agree that appointing himself to a committee that he is automatically a member of ex officio would be most unusual.

[Edgar Guest]

I don't know that he can, either, but I don't see anything in RONR that prohibits it. 

 

Logic prohibits it.

 

I think this small organization should find four other people and not sweat the small stuff.

[Tom Coronite]

RONR is clear that an ex-officio member of a committee has all the same rights as a regular member, but is not counted in determining the number required for a quorum, or whether a quorum is present.

!

It may be true that your president as an ex-officio member does not count toward the quorum, but that is not the same thing as saying all ex-officio members are always excluded from counting towards the quorum. Just sayin'...

Makes no difference regarding the number of members, but see the faq link for reference.

http://www.robertsrules.com/faq.html#2

[Edgar Guest]

It would seem the spirit of the rules would indicate that the committee would have five appointed members plus the President as ex-officio member, but I’m not certain.

 

You'll only need four other members. If anyone says that the committee doesn't have five members ask the five members to stand up.

 

As for a quorum, you'll need three members (other than the president).

[Dan Honemann]

 

You'll only need four other members. If anyone says that the committee doesn't have five members ask the five members to stand up.

 

As for a quorum, you'll need three members (other than the president).

 

... which is a good reason for appointing five members instead of just four. Makes it easier to obtain a quorum.

[Guest Guest]

Pandora’s box?  I suppose that some further clarification is necessary.

 

As of 30 days ago, my association has begun the process of revising the bylaws while relying on language that was developed in a committee that appears to have only two members. The creation of this committee is not documented in any formal Association minutes, nor has its charge been mandated in writing anywhere that anyone can access.

 

When I saw this, I became alarmed that the Association’s bylaws were in the process of being amended by only two individuals of a special committee that hasn’t yet been documented as being created.

 

The last bylaws revision was completed in Nov. 2011, and upon completion of that task, the special bylaws committee was automatically dissolved as per RONR’s description of the nature of a special committee. (special committees dissolve automatically upon completion of their task).

 

I’ve got a firm handle on how to attack this process, but I need a cogent argument that points to a RONR declaration that supports the idea that based on our existing language either the bylaws committee must be made up of 5 appointed members plus the President, or in the alternative, 4 appointed members PLUS the President to make  the mandated number of 5.

[Dan Honemann]

When I saw this, I became alarmed that the Association’s bylaws were in the process of being amended by only two individuals of a special committee that hasn’t yet been documented as being created.

 

 

It will certainly take more than this to amend the bylaws, won't it?

 

What, exactly, do your bylaws say about their amendment?

[Guest BruceVIDA]

Perhaps Mr. Moderator it would be easiest for you to look to my first posting on this topic to see exactly what our bylaws mandate regarding bylaws amendments. 

 

If I've missed anything in that post that might be relevent, I'd be happy to fill in any blanks you might question, would hear your opinion gratefully, and provide any specific information you might require..

 

Thanks!

[Josh Martin]

I’ve got a firm handle on how to attack this process, but I need a cogent argument that points to a RONR declaration that supports the idea that based on our existing language either the bylaws committee must be made up of 5 appointed members plus the President, or in the alternative, 4 appointed members PLUS the President to make the mandated number of 5.

There is no statement in RONR which will definitively tell you what your bylaws mean. It will be up to your organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

I personally agree with Mr. Brown that the most reasonable interpretation, based upon the facts provided, is that the committee shall consist of five members in addition to the President. With that said, however, I think an interpretation that the committee shall consist of five members including the President is also reasonable.

[BruceVIDA]

Perhaps it will cause less confusion now that I've registered on the forum and have taken the responsibility of initiating this thread

 

Thanks for all your feedback!

[Edgar Guest]

... which is a good reason for appointing five members instead of just four. Makes it easier to obtain a quorum.

 

I agree, But we've been told that this organization is "struggling just to fill the minimum number of positions".

[Edgar Guest]

Perhaps Mr. Moderator it would be easiest for you to look to my first posting on this topic to see exactly what our bylaws mandate regarding bylaws amendments. 

 

Your first post on this topic says nothing about how your bylaws are to be amended. In other words, what happens after the bylaws committee presents its report? And what happens if the bylaws committee doesn't present a report?

 

In other words, what is the procedure for actually amending your bylaws? Surely, as Mr. Honemann suggested, something more than the decision of "only two individuals".

[Gary Novosielski]

Surely there is some other set of rules for what happens after the report of the bylaws committee is presented to the membership at the annual meeting (or "as needed", whenever the heck that is).  

 

The committee is only recommending changes.  It's still up to the membership to move the amendment, amend it until they like it (or hate it) and then vote on it. We should be able to tell how much notice is required, what the threshold for passage is, at a minimum.

 

Aren't those things in your bylaws?

[BruceVIDA]

Oooh, Joshua,

 

For a number of weeks I’ve been living in the rocking chair of opinion that you so eloquently project.  I don’t know how to project at the next regular meeting a means to resolve this challenge.

 

@Mr. Edgar:  I posted all language from our current bylaws that specifically address how our bylaws are to be amended.  What isn’t written in the bylaws is subject to RONR as the parliamentary authority

 

@ Gary Novosielski: The question I’m posting is not what happens after the report of the bylaws committee, but rather how to properly determine the proper minimum number of members that the special bylaws committee contains.  Is it five including the President, or five excluding the president.

 

I’ve been pouring over this for a few days now and believe that the determination of how many members the special bylaws committee should contain is crucial, and would face argument from an entrenched and entitled aristocracy that has run the organization for many years.

 

Our association has been in a state of dysfunction for a couple years now with a board that hadn’t held elections for perhaps as long, have had no elected officers for more than a year, and haven’t kept written minutes for what appears to have been about two years.

 

A recently forced election finally elected a slate of board members and officers,  but that event fell short of electing the minimum number of board members required by the bylaws.

 

Those that have been elected are, with only 4 exceptions, incumbent members who have brought the organization into this level of dysfunction.  One of the 4 above exceptions is also the new President and has very close personal ties to the most influential members of the re-elected, entrenched aristocracy that has brought our organization to this current state of dysfunction.

We seem to have obtained an activist president who demonstrates a very rudimentary knowledge of parliamentary procedure, but who has demonstrated an obvious activist agenda and freely participates in debate during the general association meetings without relinquishing the chair.

1. How do I force the association to appoint the proper number of members to the bylaws committee.
2. The bylaws require that the bylaws committee be composed of 5 appointed members. Please point me at the RONR rule that would determine whether the number five includes the President as ex-officio member or if it excludes any ex-officio member.

This is a unique challenge and one that is fraught with difficulties in that the association is a community association entirely made up of volunteers, with the entrenched aristocracy seemingly attached to the idea that since they have held this organization together for years, it gives them some sort of special rights not granted either in the bylaws or RONR, our designated parliamentary authority.

 

These are not evil people.  These are people who are old and set in their ways.

 

I wish to rehabilitate the Association.  As much as possible, I would like to include these entrenched personalities in the dialog of change in order  to profit from their wisdom, but need to discover a way to short-circuit their entrenched idea that they alone are in charge of the association.

 

I can’t stand by and watch an entrenched and dysfunctional set of people re-write the bylaws of the association without the proper authority.

 

Now I think I’ve made much more clear the totally of the challenge I see before me.

 

My first challenge is to see to it that the bylaws committee has the appropriate number of members to move forward.  I think I’ve expressed clearly that the question is to whether the number five that is indicated in the current bylaws should include the current President as ex-officio member or not.

 

SOOOO many words….sigh!

[Edgar Guest]

@Mr. Edgar:  I posted all language from our current bylaws that specifically address how our bylaws are to be amended. 

 

I trust you'll forgive me if I doubt that.

 

I think I’ve expressed clearly that the question is to whether the number five that is indicated in the current bylaws should include the current President as ex-officio member or not.

And I think I've expressed clearly that if the president appoints four members to the committee, the committee will have five members.

[Richard Brown]

I trust you'll forgive me if I doubt that.

 

And I think I've expressed clearly that if the president appoints four members to the committee, the committee will have five members.

Well, that is your opinion which you expressed early on, but I don't think the question of whether the president may appoint only four members, not including himself, to the committee would comply with the bylaw requirement that he appoint a committee of at least five members, has been definitely decided.

[Edgar Guest]

I don't think the question of whether the president may appoint only four members, not including himself, to the committee would comply with the bylaw requirement that he appoint a committee of at least five members, has been definitely decided.

 

The bylaws say that "the President may appoint a Bylaws Committee which will consist of at least five members".

 

If the president appoints four members, how many members will the committee consist of?

[BruceVIDA]

Edgar: thrust

 

Richard: parry repost

 

I think you are both engaged properly.  I'd like to hear more from anyone willing to participate!

[BruceVIDA]

The bylaws say that "the President may appoint a Bylaws Committee which will consist of at least five members".

 

If the president appoints four members, how many members will the committee consist of?

That is the exact question I'm asking, and I'm looking for a RONR ruling on this! If RONR discounts the ex-officio membership of the president as a member of the committee in determining a quorum, does that imply that it also discounts the president as being contained in the "five members" designated in our bylaws for this committee?

 

Thanks for sticking this out,

[Edgar Guest]

If RONR discounts the ex-officio membership of the president as a member of the committee in determining a quorum, does that imply that it also discounts the president as being contained in the "five members" designated in our bylaws for this committee?

 

I see no such implication. If the president appoints four members can you honestly argue that the committee doesn't now consist of five members? Are you saying that an ex-officio member isn't a member? You'll find no support for that in RONR. This has nothing to do with quorums.

[BruceVIDA]

That's pretty astute, Edgar.

 

I would suggest that any determination stated  in RONER that would exclude an ex-officio member from a committee for the purposes of establishing a quorum, also implies that such ex-officio member will also be excluded from the established official tally of the members of such committees in which said official is considered to be an ex-officio member.

 

Now we are debating the spirit of the ruling.  I trust you and any others will see it in this light.