Committee members appointed by President, etc.

[smb]

More a question of bylaw interpretation, than RONR but I appreciate your leniency and input...

The Bylaws provide that committees are appointed by the President with the 'approval of the Executive Committee and ratification by the Board of Directors.'  The Board of Directors meets three times per year; the Executive Committee meets monthly.  The Executive Committee has  full power to 'act for the Board of Directors between meetings of the Board."  So....either ratification by the Board is redundant and unnecessary -- or this bylaw gives the Board the ability to reject an appointment, even if approved previously approved by the Exec Comm.   The question is, what is the effective date of a committee appointment -- upon approval of the Exec Comm or ratification by the Board? Or is it upon appointment by the President, unless disapproved by the Exec Comm or Board?

[Richard Brown]

It seems to me that the effective date of an appointment is the date of "ratification" by the Board after first being approved by the Executive Committee.  I can envision a situation, though, where the board might meet prior to the next meeting of the Executive Committee, raising the question of whether the Board can "ratify" the appointment first and then the Executive Committee approve it when it meets.  I don't know the answer to that one, but I lean toward saying that would be ok, too.  I do not think that Board approval (or ratification) can be bypassed.  Ultimately, it's a question of bylaws interpretation, but that's the way I see it.

Edited September 21, 2017 at 12:02 AM by Richard Brown

[Gary Novosielski]

In most organizations, the Executive Committee is rather like a board-within-a-board, rather like a subcommittee, but with certain powers granted in the bylaws, such as you have noted.  I agree that the provisions are problematic and apparently unnecessary.  Unfortunately, you have to follow them until you can amend them, and you have to figure out what they mean before you can follow them.  

[Kim Goldsworthy]

On 9/20/2017 at 4:40 PM, smb said:

 

The Bylaws provide that committees are

appointed by the President

with the 'approval of the Executive Committee, and

ratification by the Board of Directors.'  

[...]

The Executive Committee has  full power to 'act for the Board of Directors between meetings of the Board."  

[...]

The question is, what is the effective date of a committee appointment -- upon approval of the Exec Comm or ratification by the Board? Or is it upon appointment by the President, unless disapproved by the Exec Comm or Board?

The rule implies:

1.) approval via Inferior Body #1.

AND

2.) ratification via Superior Body #2.

***

Since a rule, "all powers of Body #2 are assumed by Body #1", would make nonsense of the appointment rule, then this "all powers" rule ought not be interpreted as implying that the approval rule is never to be triggered fully.

(If it were, then the Board would be 100% shut out every time.)

If one interpretation allowed both rules to be executed, and a competing interpretation makes a certain rule impossible to obey, then the first interpretation ought to prevail.

***

I think the "all powers" rule is meant to be interpreted as ordinary acts of the body being usurped (here, your board), and not as one which excludes two other involved parties, namely, (a.) your president and (b.) your executive committee.

Therefore, in my opinion:

• Any rule which invokes a safety net ought to be allowed to function for its purpose.

• Any rule which invokes multiple parties to agree -- prior to an action being made final -- ought to be allowed to exercised.

[Dan Honemann]

On ‎9‎/‎20‎/‎2017 at 7:40 PM, smb said:

More a question of bylaw interpretation, than RONR but I appreciate your leniency and input...

The Bylaws provide that committees are appointed by the President with the 'approval of the Executive Committee and ratification by the Board of Directors.'  The Board of Directors meets three times per year; the Executive Committee meets monthly.  The Executive Committee has  full power to 'act for the Board of Directors between meetings of the Board."  So....either ratification by the Board is redundant and unnecessary -- or this bylaw gives the Board the ability to reject an appointment, even if approved previously approved by the Exec Comm.   The question is, what is the effective date of a committee appointment -- upon approval of the Exec Comm or ratification by the Board? Or is it upon appointment by the President, unless disapproved by the Exec Comm or Board?

It seems to me that what is most likely intended is that the effective date of a committee appointment will be the date on which the executive committee's approval of the President's appointment is ratified by the board. In other words, the approval process proceeds up the chain of command, and doesn't bounce around within it.

But then again, if push comes to shove, I won't get to vote on it.

 

[smb]

Thanks for the input...