“Appoint” vs “Create”

[BruceVIDA]

Recently, the C.O.B. of our Association made a unilateral decision to create an ad-hoc committee, appoint it with members of her choosing, and assign tasks for it to complete, all in the absence of a regular Board or Association meeting.  It seems it was all done via a flurry of emails sent back and forth among board members.

 

I know that this is not permitted in the bylaws since our bylaws don’t authorize electronic meetings,  and even notwithstanding that, this behavior is specifically addressed as improper in RONR pp. 495-496.

 

However, even in RONR there seem to be a number of instances when “appointing a committee” seems to imply creating it. 

 

Am I on solid ground if I believe that “appointing” a committee always and only means assigning members to a committee that is either a standing committee, or an existing special committee already authorized by either the Board, or the Association at a properly held meeting?

[Josh Martin]

Recently, the C.O.B. of our Association made a unilateral decision to create an ad-hoc committee, appoint it with members of her choosing, and assign tasks for it to complete, all in the absence of a regular Board or Association meeting.  It seems it was all done via a flurry of emails sent back and forth among board members.

 

What does "C.O.B." stand for?

 

However, even in RONR there seem to be a number of instances when “appointing a committee” seems to imply creating it. 

 

Am I on solid ground if I believe that “appointing” a committee always and only means assigning members to a committee that is either a standing committee, or an existing special committee already authorized by either the Board, or the Association at a properly held meeting?

 

In RONR, sometimes the term "appoint" refers to both appointing and creating the committee. The term is generally used in this way when the text refers to the assembly creating a special committee and appointing its members in a single motion.

 

So it might be going a bit far to say that "appointing" a committee always and only means assigning members to an existing committee, but I do think that is fair to say that if the bylaws authorize the President to "appoint" all committees, this is generally understood to authorize the President only to appoint standing committees or special committees authorized by the Board or the Association. "When this section empowers the president to appoint such special committees or additional standing committees as the society or the board shall direct, he is not thereby authorized to appoint other committees on his own initiative" (RONR, 11th ed., pg. 579).

[Edgar Guest]

What does "C.O.B." stand for?

 

Chairman of the Board?

[BruceVIDA]

. "When this section empowers the president to appoint such special committees or additional standing committees as the society or the board shall direct, he is not thereby authorized to appoint other committees on his own initiative" (RONR, 11th ed., pg. 579).

Yes, C.O.B. = Chairman of the Board

 

The slippery slope is that it seems that not only our Chairman of the Board, but also the new President seems to think that "Appoint all Committees" means that they have the power to create and populate any sort of committee on their own authority independent of any decision of the Board of Directors or the Association membership at large.  Both of them have been demonstrating this interpretation regularly for the past couple months. 

 

I  and other new members feel like we've joined a  tiny dictatorship rather than a community advocacy association.

[Transpower]

BruceVIDA, it would be helpful if you would provide your bylaws text dealing with committees.

[Josh Martin]

Yes, C.O.B. = Chairman of the Board

 

The slippery slope is that it seems that not only our Chairman of the Board, but also the new President seems to think that "Appoint all Committees" means that they have the power to create and populate any sort of committee on their own authority independent of any decision of the Board of Directors or the Association membership at large.  Both of them have been demonstrating this interpretation regularly for the past couple months. 

 

I  and other new members feel like we've joined a  tiny dictatorship rather than a community advocacy association.

 

RONR quite clearly shows that their interpretation of the phrase "appoint all committees" is incorrect. "When this section empowers the president to appoint such special committees or additional standing committees as the society or the board shall direct, he is not thereby authorized to appoint other committees on his own initiative" (RONR, 11th ed., pg. 579).

 

If they are not persuaded by reason, replace them. Such behavior from a President or Chairman of the Board does not need to be tolerated. See FAQ #20.

[BruceVIDA]

BruceVIDA, it would be helpful if you would provide your bylaws text dealing with committees.

 

Whew, Trans,  I tried to cut and paste from my .PDF file to a Word file and then bring it in here, but the formatting got so messed up that I think it might just be better to give you a direct link to our bylaws.  It's not all that large a document, and if your browser allows it, you'll find  Article VIII -- Committees on page 11 of 14.  I think if printed out it would be on page 7, but whatever.  The language is there, and thanks so much for your efforts!

 

http://media.wix.com/ugd/7f2e03_a2fc381b0c504ac284e17d78b325fca5.pdf

 

Best,

 

Bruce

[Dan Honemann]

Interpretation of bylaws is a tricky business, especially when inartfully drawn.

 

As you have noted in your initial post, the general rule, as stated on pages 495-96 of RONR, 11th ed., is that "Whenever it is stated in the bylaws ... that the president 'shall appoint all committees,' this means that the president shall select the persons to serve on such committees as the bylaws prescribe to be established or the assembly may direct to be appointed; it does not mean that the president can himself decide to appoint and assign a task to a group and thereby give it the status of a committee of the society." Article V, Section 4, A, 2 of your bylaws seems to be a good example of such a provision.

 

On the other hand, it would seem that Article VII, Section 2, C of your bylaws is intended to authorize your President to create, as well as appoint members to, a Bylaws Committee when he feels that such a committee is needed.

 

Your bylaws adoption of RONR as a parliamentary authority is a bit restricted, and so what is said on pages 495-96 of RONR in this connection may need to be regarded more as a principle of interpretation than as a rule which has been incorporated into your bylaws.