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Board creating position


Nan_P2950

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I was asked for advice.  This individual wanted to know if she can move to suspend the Bylaws.  She felt the Bylaws is weak for their organization.  There is no committee for special groups... I'll use Youth and Senior Citizens as an example...  She wanted one person to focus on Youth, and another to focus on Senior Citizens.

After doing some reading and searching...  I will tell her that she can not move to suspend the Bylaws since there is no clause to them to do so.  

Can the Board create a position as "committee of one"?  If so, how?  By making a motion to commit?  I know that you can add instructions, name the person to be in the committee.... 

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First, rules in the bylaws cannot be suspended unless they are in the nature of rules of order (or contain provisions for their own suspension).  Second, even with suspendable rules, the motion to suspend the rules specifies the purpose, not a list of rules.  However, there is no need to do anything with the bylaws to form a committee.  As you say, the motion to commit can be used, or a motion can be made to establish a committee.

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3 hours ago, Nan_P2950 said:

I was asked for advice.  This individual wanted to know if she can move to suspend the Bylaws.  She felt the Bylaws is weak for their organization.  There is no committee for special groups... I'll use Youth and Senior Citizens as an example...  She wanted one person to focus on Youth, and another to focus on Senior Citizens.

After doing some reading and searching...  I will tell her that she can not move to suspend the Bylaws since there is no clause to them to do so.  

Can the Board create a position as "committee of one"?  If so, how?  By making a motion to commit?  I know that you can add instructions, name the person to be in the committee.... 

If you are referring to an organization's executive board, RONR (11th ed.) has this to say about it on pages 484-85:

"As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board."

The board cannot create committees of the association unless clearly empowered to do so by the association itself. Nothing in RONR gives the board any such authority.

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On 4/22/2016 at 6:59 AM, 1stChurch said:

Is she suggesting suspending the bylaws in their entirety? or just a specific provision of the bylaws?

The entire Bylaws.

 

On 4/22/2016 at 7:33 AM, Daniel H. Honemann said:

If you are referring to an organization's executive board, RONR (11th ed.) has this to say about it on pages 484-85:

"As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board."

The board cannot create committees of the association unless clearly empowered to do so by the association itself. Nothing in RONR gives the board any such authority.

Thank you, Mr. Honemann.

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On 4/22/2016 at 4:36 AM, Godelfan said:

First, rules in the bylaws cannot be suspended unless they are in the nature of rules of order (or contain provisions for their own suspension).  Second, even with suspendable rules, the motion to suspend the rules specifies the purpose, not a list of rules.  However, there is no need to do anything with the bylaws to form a committee.  As you say, the motion to commit can be used, or a motion can be made to establish a committee.

What would be "in the nature of rules of order"?  

As Mr. Honemann said...

On 4/22/2016 at 7:33 AM, Daniel H. Honemann said:

The board cannot create committees of the association unless clearly empowered to do so by the association itself. Nothing in RONR gives the board any such authority.

 

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Rules of order deal with the conduct of meetings.  A bylaw provision governing meetings only may be suspended.  

As Mr. Honemann said, the board cannot create committees of the association and cannot delegate its authorities.  It can create committees that report to the board and make recommendations, though, which is what I usually think of when I think of committees.  

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1 hour ago, Godelfan said:

Rules of order deal with the conduct of meetings.  A bylaw provision governing meetings only may be suspended.  

As Mr. Honemann said, the board cannot create committees of the association and cannot delegate its authorities.  It can create committees that report to the board and make recommendations, though, which is what I usually think of when I think of committees.  

So the Board can create committee(s) that report to the Board...  So this might work with what this individual has in mind...   She wanted to set up a committee that focus on a group of Senior Citizen (for example)...  Just to collect any feedback these Senior Citizen feel they need or any comments they may want to share.  And the committee brings this to the Board....  Doable?

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I agree with Godelfan.  In addition, your board can create a "committee with power" (or full power), meaning it can be given full power to carry out a specific task.  My usual example is your typical Christmas Party committee:  The committee can be authorized only to make recommendations as to date, time, place, menu, etc, or it can be given full power to handle all details of putting on the Christmas Party rather than being limited to just making recommendations.  The committee's authority, however, cannot exceed the board's authority.

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19 minutes ago, Richard Brown said:

I agree with Godelfan.  In addition, your board can create a "committee with power" (or full power), meaning it can be given full power to carry out a specific task.  My usual example is your typical Christmas Party committee:  The committee can be authorized only to make recommendations as to date, time, place, menu, etc, or it can be given full power to handle all details of putting on the Christmas Party rather than being limited to just making recommendations.  The committee's authority, however, cannot exceed the board's authority.

I think it may be going a bit too far to say that a board which is authorized to make arrangements for the association's Christmas Party (set the date, time, place, menu, etc.) can empower one of its committees to decide these things rather than just make recommendations to it concerning them, but maybe I am misinterpreting what you mean by this.

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31 minutes ago, Daniel H. Honemann said:

I think it may be going a bit too far to say that a board which is authorized to make arrangements for the association's Christmas Party (set the date, time, place, menu, etc.) can empower one of its committees to decide these things rather than just make recommendations to it concerning them, but maybe I am misinterpreting what you mean by this.

I'm not sure you are misinterpreting my statement... in fact, I pondered it for several minutes, while re-reading several sections of RONR, before posting it.  I am assuming, for the purposes of my post, that the bylaws grant the board full power and authority over the society's affairs between meetings of the society's assembly.  My statement was that the board could create a committee to actually handle the details of the Christmas party, rather than just make recommendations.

In addition, I made the statement with these provisions of RONR in mind: 

The provisions in "Committees of a Board" on pages 485-586.

Lines 23-25 on page 490 re Committees

Lines 5-14, particular lines 12-14, on page 172 re the motion to Commit or Refer

Lines 13-15 on page 178 re Commit or Refer

I think it is clear that the assembly itself can create such a committee with full power, so, I am assuming that the question is whether a board with full power and authority over the society's affairs between meetings of its membership  may likewise create such a committee.  I'm interpreting RONR to say, "yes, it can", just as it can fill vacancies without specific authorization if the bylaws grant it the above referenced full power between meetings of the membership.

Am I misinterpreting the power of a board with full power between meetings of the membership to do this?

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Their Bylaws does not give the the Board the authority to grant committees with powers.  

What she had in mind is, for example, instead of some group of Senior Citizens or Youth going to the President with feedbacks and comments...  it would be to much for the president...  set up a committee of just one person for them to go to.  Let this person collect information and submit a report to the Board.

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11 minutes ago, Nan_P2950 said:

Their Bylaws does not give the the Board the authority to grant committees with powers.  

But do the bylaws grant the board full power and authority over the society's affairs between meetings of the membership?  If not, what authority do the bylaws grant to the board?  It has only those powers that the bylaws grant it.

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19 minutes ago, Nan_P2950 said:

What she had in mind is, for example, instead of some group of Senior Citizens or Youth going to the President with feedbacks and comments...  it would be to much for the president...  set up a committee of just one person for them to go to.  Let this person collect information and submit a report to the Board.

Depending on the authority granted to the board in the bylaws, the board probably has the  authority to appoint a committee to collect information and make a report. That is what committees normally do. A committee of only one person is permissible.

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57 minutes ago, Richard Brown said:

But do the bylaws grant the board full power and authority over the society's affairs between meetings of the membership?  If not, what authority do the bylaws grant to the board?  It has only those powers that the bylaws grant it.

I'm seeing  "The Executive Board shall direct the Alliance in its day to day affairs at any time between the delegate meetings (they meet every two years), subject to the review of the full Board."

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7 hours ago, Richard Brown said:

I agree with Godelfan.  In addition, your board can create a "committee with power" (or full power), meaning it can be given full power to carry out a specific task.  My usual example is your typical Christmas Party committee:  The committee can be authorized only to make recommendations as to date, time, place, menu, etc, or it can be given full power to handle all details of putting on the Christmas Party rather than being limited to just making recommendations.  The committee's authority, however, cannot exceed the board's authority.

The general assembly can create committees with power, but unless I'm mistaken, the board cannot.

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3 hours ago, Gary Novosielski said:

The general assembly can create committees with power, but unless I'm mistaken, the board cannot.

Gary, did you see Dan's comment to me and my response?

You may well be right, but I see nothing in Section 13 re "Commit or Refer" or in Section 50 on Committees or in "Committees of a Board" on pages 485-486 in Section 49 "Boards" that prohibits a board from creating a committee "with power" or that limits the creation of such a committee to the membership.  In fact, the language in "Committees of a Board" on pages 485-486 indicates to me that a board can create such a committee.  In fact, it says explicitly that the board can grant a committee "authority to act".  (Page 486, lines 2-9).  I find no prohibition anywhere.  If you aware of one, I would appreciate the citation. 

Edited to add:  General Robert seemed to be of the firm opinion that a board could  create a committee "with power".  On page 248 of Parliamentary Law, he says the following regarding the power of boards:  "While a board cannot appoint an executive committee, unless so authorized by the by-laws of the society, or turn over its powers to an officer or committee, it may appoint committees to investigate and report, or to carry out an order of the board."    (Emphasis added).

So, as of the 1923 publication date of Parliamentary Law, it seems clear that a board can create a committee with power to carry out instructions of the board.  I see nothing in the current edition of RONR that backtracks on that.  To the contrary, the provisions I cited in this post and in my earlier response to Mr. Honemann convince me that a board today does indeed have such authority unless restricted by the bylaws or by the society.

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6 hours ago, Nan_P2950 said:

I'm seeing  "The Executive Board shall direct the Alliance in its day to day affairs at any time between the delegate meetings (they meet every two years), subject to the review of the full Board."

Wait!

There are three parties involved.

   • "full board" (whatever that is)

   • "Executive Board"

   • "delegate meetings"

This tango is a dance between 3 partners.

There is no way to tell who gets to do what, short of reading all the text regarding empowerment to all bodies, within the bylaws.

***

And, how does this relate to the question posed, again? :huh:

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8 minutes ago, Kim Goldsworthy said:

Wait!

There are three parties involved.

   • "full board" (whatever that is)

   • "Executive Board"

   • "delegate meetings"

This tango is a dance between 3 partners.

There is no way to tell who gets to do what, short of reading all the text regarding empowerment to all bodies, within the bylaws.

I agree, Kim.

As to guest Nan's original question, " Can the Board create a position as "committee of one"?  If so, how?  By making a motion to commit?. . . ." we don't know which board she is referring to.  In other posts she refers to both an "executive board" and a "full board", in addition to her reference in her first post to "the board".

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It does not matter which "deliberative assembly" the original poster is concerned about.

Every deliberative assembly may create special committees. Period.

So, if the question is just, "Can X create an ad hoc committee for a specific purpose, and a limited time?", then the answer always was yes.

(That is not to say the tangential commentary isn't interesting and fruitful.) ;)

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Yes, there is no doubt but that a subordinate board can create a committee of its own "to work under its supervision or according to its specific instructions", but it cannot "delegate its authority—that is, it cannot empower a subordinate group to act independently in its name" unless specifically authorized to do so by its parent body. (RONR, 11th ed., pp. 484-85).

This is exactly what General Robert is saying in the second full paragraph on page 248 in PL, to which reference has been made. He explains this by saying that "The principle involved is that an agent cannot turn over to another his powers as agent unless so authorized by his principal."

Going back, then, to the “tangential commentary”, a subordinate board which is authorized by its parent to make arrangements for the parent’s Christmas Party (set the date, time, place, menu, etc.) cannot empower one of its committees to make such arrangements unless its parent has specifically authorized it to delegate its authority in this regard.

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4 hours ago, Daniel H. Honemann said:

Going back, then, to the “tangential commentary”, a subordinate board which is authorized by its parent to make arrangements for the parent’s Christmas Party (set the date, time, place, menu, etc.) cannot empower one of its committees to make such arrangements unless its parent has specifically authorized it to delegate its authority in this regard.

Dan, you have misquoted what I said.  I never said the board "is authorized by its parent to make arrangements for the parent's Christmas party".  I agree that if the parent specifically charged the board with making arrangements for the Christmas  party, the situation might be different.  I'm not going there, at least not right now.

What I said, being careful to take the language straight from RONR, is that " I am assuming, for the purposes of my post, that the bylaws grant the board full power and authority over the society's affairs between meetings of the society's assembly."  I view that as a much broader grant of authority than just a directive to "make arrangements for the Christmas party".

It is clear that committees "with power" can be established and it is clear that a board can create a committee with power "to act" and to carry out the instructions of the board.  I see no difference and I see nothing in RONR or PL that limits the creation of a committee "with power" to the membership.  Is it your opinion that a board, without specific authorization, cannot create a committee "with power" as the term is used in RONR?  (Gary seems to be of that opinion).  What is the difference between creating a committee "with power" and a committee with power "to act"?  

Perhaps the argument is over just how much power and latitude the board can grant to "The Christmas party committee".  Surely it can grant the committee some power to act, right?  Is the fact that the board is instructing the committee to handle all aspects of the Christmas party the problem?   Would it be ok if the board created several Christmas party committees, with one committee to "find and hire a band at a cost not to exceed $1,000", another committee to "select the time, date and venue", another committee to "select the menu", another committee to purchase and handle the decorations at a cost not to exceed $100, and still another committee to coordinate the gift exchange?   Is it ok of there are five separate committees with five separate budgets but not ok if it is just one committee with one total budget?

 

 

 

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3 hours ago, Richard Brown said:

Dan, you have misquoted what I said.  I never said the board "is authorized by its parent to make arrangements for the parent's Christmas party".  I agree that if the parent specifically charged the board with making arrangements for the Christmas  party, the situation might be different.  I'm not going there, at least not right now.

What I said, being careful to take the language straight from RONR, is that " I am assuming, for the purposes of my post, that the bylaws grant the board full power and authority over the society's affairs between meetings of the society's assembly."  I view that as a much broader grant of authority than just a directive to "make arrangements for the Christmas party".

Well, I was looking at your initial post when I paraphrased what you had posted, but, in any event, I don't think that the fact that the board is granted full power and authority over the society's affairs between meetings of the society's assembly changes anything in this regard. When you read what General Robert said on page 248 in context (beginning on p. 247), it is rather obvious that he was also assuming that the board possessed such power.

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