Action taken outside of meeting

[Robert Paulson]

An interesting course of events that I need some input on. There's a lot that goes wrong here, so I'll give specific questions at the end.

 

1. Someone emails President about wanting to propose a bylaws amendment at next meeting.
2. Parliamentarian "rules" that only the bylaws committee is entitled to propose amendments.
3. President appoints a new bylaws committee chair, who then appoints a committee.
4. Committee meets to discuss the proposed change. Committee also says they can consider bylaws in their entirety and not just the question at hand.
5. None of this happens during a meeting.

Relevant bylaws passage:

 

 

Bylaws Committee. At least three and no more than five members shall be appointed to the Bylaws Committee by its chair, who has been appointed by the President of [ORG]. The purpose of this committee shall be to evaluate the bylaws of said organization at the discretion of the governing board.

 

Now for questions:

 

1. From bylaws, it seems that the appointment of said committee is valid outside of a meeting. However, "But the chair must announce the names of the committee members to the assembly, naming the chairman of the committee first, as in © above; and until such announcement is made the committee cannot act." RONR (11th ed.), p. 496, ll. 8-11
   What does this restriction mean? Are their meetings invalid, or does "act" simply mean the acts of presenting a report and making motions?
    
2. Since there was no meeting, and therefore no motion for the committee to actually consider something, are they entitled to make a report at the meeting where they are first announced?
    
3. "So long as a question is in the hands of a committee, the assembly cannot consider another motion involving practically the same question." RONR (11th ed.), p. 311, ll. 3-5
   What brought this up was the initial email saying an amendment would be proposed. This question was then put to the committee. Since this was not done at an actual meeting with any motion or vote, but the committee has been validly formed (I think), would a member be out of order making a motion for their original amendment?
    
4. I see that actions taken at an inquorate meeting can be ratified. What about actions taken with no meeting called whatsoever? In this case, where the President alone apparently put the motion to this committee, is that something that can be ratified? I would assume no based on this:
   "An assembly can ratify only such actions of its officers, committees, delegates, or subordinate bodies as it would have had the right to authorize in advance." RONR (11th ed.), p. 135, ll. 6-8

[Hieu H. Huynh]

Ultimately it is up to your organization to interpret your bylaws. I think the response in this thread may be of use.

[Robert Paulson]

I'm not questioning the legitimacy of the committee itself. President has power to appoint chairperson, chairperson has power to appoint committee, so I'm fine with that. However, the President apparently charged the committee with a specific motion based on an email with no meeting. So the committee exists, but is it actually considering anything?

[Curiosulus]

1. The language on Page 496 notwithstanding, the opinion I've read in this forum is that when the bylaws authorize the President to appoint committee members, the appointments need not be announced at a meeting before the committee can act. Therefore, I presume that (under your rules) once the President has selected a Bylaws chair, the chair can appoint members and call a meeting.
2. As a standing committee, they can initiate their own reports and recommendations "at the discretion of the governing board," whatever that means.
3. The rule from Page 311 doesn't come into play because no motion has been referred to the committee at a meeting. Your assembly (not its parliamentarian) will have to decide if its bylaws permit members to directly propose amendments or if they can only come from the committee.
4. You'll have to decide whether the "discretion of the governing board" allows informal referral or permits the committee to make recommendations on its own initiative.

So, it's almost entirely a matter of bylaws interpretation.

[Robert Paulson]

 

 

As a standing committee, they can initiate their own reports and recommendations "at the discretion of the governing board," whatever that means.

 

Our bylaws specifically list our Standing Committees. This is not one of them. Does that change this?

 

 

 

The rule from Page 311 doesn't come into play because no motion has been referred to the committee at a meeting. Your assembly (not its parliamentarian) will have to decide if its bylaws permit members to directly propose amendments or if they can only come from the committee.

 

The second part of this was the subject of another thread. As for the first part, what I was told is this: someone emailed the President with a proposed amendment and asked what would be required to bring it up at a meeting. It was "determined" that only the bylaws committee can propose amendments. The President then formed a new committee and "sent the motion to committee". None of this was done through any type of meeting, just a series of emails and phone calls among a few people.

[Curiosulus]

Our bylaws specifically list our Standing Committees. This is not one of them. Does that change this?

 

 

The second part of this was the subject of another thread. As for the first part, what I was told is this: someone emailed the President with a proposed amendment and asked what would be required to bring it up at a meeting. It was "determined" that only the bylaws committee can propose amendments. The President then formed a new committee and "sent the motion to committee". None of this was done through any type of meeting, just a series of emails and phone calls among a few people.

 

My opinion is that if the bylaws say a committee shall exist, then it's a standing committee. I suppose you could take the position that it only comes into existence to consider specific amendments, but your quote doesn't say that. All of this should be hashed out at a meeting by raising the appropriate points of order, and (ironically), by amending your bylaws to spell out the details.

[Josh Martin]

[*]Parliamentarian "rules" that only the bylaws committee is entitled to propose amendments.

The parliamentarian is an advisor. He cannot make rulings at all, much less outside of a meeting. (In any event, based on your previous threads on this subject, the parliamentarian's advice appears to be wrong.)

• From bylaws, it seems that the appointment of said committee is valid outside of a meeting. However, "But the chair must announce the names of the committee members to the assembly, naming the chairman of the committee first, as in © above; and until such announcement is made the committee cannot act." RONR (11th ed.), p. 496, ll. 8-11

  What does this restriction mean? Are their meetings invalid, or does "act" simply mean the acts of presenting a report and making motions?

   

I don't think it means anything in this particular case. The rule in question refers to a situation where the assembly authorizes its chairman to make an appointment in a particular case, not a situation where the bylaws specifically authorize the President and the committee's chairman to make the appointments.

Since there was no meeting, and therefore no motion for the committee to actually consider something, are they entitled to make a report at the meeting where they are first announced?

 

In my opinion, yes. A committee is not limited to acting on motions referred to it, unless the organization's rules so provide. The committee may also act on its own initiative.

"So long as a question is in the hands of a committee, the assembly cannot consider another motion involving practically the same question." RONR (11th ed.), p. 311, ll. 3-5

What brought this up was the initial email saying an amendment would be proposed. This question was then put to the committee. Since this was not done at an actual meeting with any motion or vote, but the committee has been validly formed (I think), would a member be out of order making a motion for their original amendment?

 

No, the motion would not be out of order. The rule in question applies when the assembly has referred a matter to a committee, not when the committee is considering the matter on its own initiative.

I see that actions taken at an inquorate meeting can be ratified. What about actions taken with no meeting called whatsoever? In this case, where the President alone apparently put the motion to this committee, is that something that can be ratified? I would assume no based on this:

"An assembly can ratify only such actions of its officers, committees, delegates, or subordinate bodies as it would have had the right to authorize in advance." RONR (11th ed.), p. 135, ll. 6-8

I disagree. I believe the society would be free to ratify the President's action in ordering the committee to review this issue, although I'm not sure why the society would be inclined to do so.

I'm not questioning the legitimacy of the committee itself. President has power to appoint chairperson, chairperson has power to appoint committee, so I'm fine with that. However, the President apparently charged the committee with a specific motion based on an email with no meeting. So the committee exists, but is it actually considering anything?

The committee can consider whatever it likes related to its charge, but what it is considering has not been referred to it by the assembly, which means that this in no way prevents the assembly from considering similar motions.

Our bylaws specifically list our Standing Committees. This is not one of them. Does that change this?

I don't think it changes anything.

My opinion is that if the bylaws say a committee shall exist, then it's a standing committee. I suppose you could take the position that it only comes into existence to consider specific amendments, but your quote doesn't say that. All of this should be hashed out at a meeting by raising the appropriate points of order, and (ironically), by amending your bylaws to spell out the details.

I disagree with this entirely. Many bylaws provide for a Nominating Committee, for instance, but this is almost always a special committee. If this committee isn't a standing committee, it's not a standing committee. Nonetheless, the committee's charge does not appear to limit it to considering amendments which have been referred to it.

[Robert Paulson]

Thank you. That all makes sense and clears some things up.