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Member of a Committee Claims She is Still a Member


David Craig
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The Human Resources (HR) Committee is a permanent Committee created by the Board of Directors to deal with HR Matters.  The permanent membership is the Past President (Chair), The President and the Vice President and others as invited.  

In 2015, Mrs. Smith, who is a member of the Assembly, is invited to join the HR Committee by Mr. Wright the HR Chair.  At the Annual General meeting in June of 2017, Mr. Wright's term ends and Mr. New, now Past President, automatically becomes the Chair of the HR Committee.  Mr. New has had no contact with Mrs. Smith but she claims she is still a member of the HR Committee.  Mr. New claims that her membership ended at the Annual General meeting.  Who is right?

Thanks in advance for your opinion.

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This will depend on the precise wording of your bylaws, which have only been summarized here.  What exactly do they say about the terms of committee members?  It's likely that, even with the wording, it will be a matter of bylaw interpretation which only your organization can do, but it's possible they'll be entirely clear.  

Should your bylaws be silent, RONR provides that standing committees (which this might be, although I'm not entirely sure) are appointed for a term corresponding to that of the officers.  It also provides, though, that "[t]he members of the old committee continue their duties until their successors are chosen."  You appear to have a non-standard means of choosing those successors, namely, your committee chair "invites" them - subject to a vote of some body, or not?  In that case, it's not clear to me that they leave office until the chair "invites" someone new, although I'd need to know more about how this works to be sure.

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Mr. Katz.  Here is a little more specific information after your kind reply.

RE the HR Committee - This was a committee created by the Board with operating guidelines also approved by the Board.  In terms of membership, the guidelines states, "The HR Committee is made up of the President, the Past President and the Vice-President and other members who may be asked to join as appropriate."

In terms of our By-Laws, the HR Committee is not listed specifically but the clause that most closely discusses membership is this.

SECTION 6 - COMMITTEES
6.1 Committees of the Board of Directors
The board may from time to time appoint any committee or other advisory body, as it
deems necessary or appropriate for such purposes and, subject to the Act, with such
powers as the board shall see fit. Any such committee may formulate its own rules of
procedure, subject to such regulations or directions as the board may from time to time
make. Any committee member may be removed by resolution of the board of directors.
Except with respect to the Finance Committee, it shall not be necessary, unless the
directors so specify, that all members of a committee be members or directors of the
Corporation.

In the minutes of the last AGM, the HR Committee is not mentioned.

 

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1 hour ago, David Craig said:

Mr. Katz.  Here is a little more specific information after your kind reply.

RE the HR Committee - This was a committee created by the Board with operating guidelines also approved by the Board.  In terms of membership, the guidelines states, "The HR Committee is made up of the President, the Past President and the Vice-President and other members who may be asked to join as appropriate."

In terms of our By-Laws, the HR Committee is not listed specifically but the clause that most closely discusses membership is this.

SECTION 6 - COMMITTEES
6.1 Committees of the Board of Directors
The board may from time to time appoint any committee or other advisory body, as it
deems necessary or appropriate for such purposes and, subject to the Act, with such
powers as the board shall see fit. Any such committee may formulate its own rules of
procedure, subject to such regulations or directions as the board may from time to time
make. Any committee member may be removed by resolution of the board of directors.
Except with respect to the Finance Committee, it shall not be necessary, unless the
directors so specify, that all members of a committee be members or directors of the
Corporation.

In the minutes of the last AGM, the HR Committee is not mentioned.

Has the board appointed new members of the HR Committee since the election of the new officers? If so (and assuming Mrs. Smith was not reappointed), then it appears to me that Mrs. Smith is not a member. If not, then it appears she is still a member. This is my interpretation based on the facts provided and the rule cited by Mr. Katz. If there is any ambiguity on this matter, the board can easily clear it up by either adopting a motion to reappoint Mrs. Smith or adopting a motion to remove her from the committee.

The fact that Mrs. Smith has had no contact with the new chairman seems irrelevant. Based on the facts provided, it is the board that appoints committee members. While the rules pertaining to the HR Committee are quite vague on who does the inviting, the rules pertaining to committees in general appear to clarify this matter.

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I agree with Mr. Martin, but would add that, based on the additional information provided, I feel like I am still struggling with some details.  The "operating guidelines" use the passive voice, and so avoid saying who does this asking.  It sounds like customarily it has been the committee chair.  I feel like I'm in a better position to recommend changes to the bylaws than to figure out whether now committee members have been appointed (and I'm not in a great position to recommend changes either).  For now, I'll just second what Mr. Martin says. 

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I hate throwing a monkey wrench into this, but based on the information provided by the original poster (OP) and the information on page 578 of RONR, I question whether this committee is a valid standing (permanent) committee.  RONR requires that if standing committees are named in the bylaws,  no other standing committees can be created without specific authorization to do so in the bylaws.   The sections of the bylaws quoted by the OP make no reference to the board being empowered to create additional STANDING committees.  The bylaw provision quoted just gives the board the power to create committees as it deems appropriate. 

I question whether that provision is sufficient to authorize the creation of additional standing committees as required by the provisions on page 578 of RONR:  "Committees. The article on committees should provide for the establishment of each of the standing committees (50) that it is known will be required. A separate section devoted to each of these committees should give its name, composition, manner of selection, and duties. If this article names certain standing committees, no other standing committees can be appointed without amending the bylaws, unless a provision is included—usually in a separate section of the article as described below—permitting the establishment of such other standing committees as are deemed necessary to carry on the work of the society".  (Emphasis added).

Edited to add:  See also the language on pages 490-492 of RONR to the same effect.

Mr. Craig, do your bylaws specifically name any standing committees?  If so, is there any other provision in your bylaws authorizing the creation of additional STANDING commitees?

Aside from my question regarding whether this is a valid standing committee, I agree that the provisions of how members are appointed to the committee are very vague and should be clarified. I have no way of telling whether Mrs. Smith is still on the committee. 

Edited by Richard Brown
Added third paragraph (underlined)
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1 hour ago, Joshua Katz said:

The "operating guidelines" use the passive voice, and so avoid saying who does this asking.  It sounds like customarily it has been the committee chair. 

The “operating guidelines” do use the passive voice, but the bylaws do not, and the bylaws are the higher ranking document anyway.

30 minutes ago, Richard Brown said:

The bylaw provision quoted just gives the board the power to create committees as it deems appropriate. 

But Mr. Brown, the board already has the authority under RONR to create special committees as it deems appropriate, and it is generally assumed that rules in the bylaws are there for a reason. So it does not seem unreasonable to interpret the rule in question as authorizing the board to create additional standing committees (especially considering that the bylaws specifically say any committee).

32 minutes ago, Richard Brown said:

Aside from my question regarding whether this is a valid standing committee, I agree that the provisions of how members are appointed to the committee are very vague and should be clarified. I have no way of telling whether Mrs. Smith is still on the committee. 

The bylaws say that “The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit.” I don’t see what is so vague about that.

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4 hours ago, Josh Martin said:

But Mr. Brown, the board already has the authority under RONR to create special committees as it deems appropriate, and it is generally assumed that rules in the bylaws are there for a reason. So it does not seem unreasonable to interpret the rule in question as authorizing the board to create additional standing committees (especially considering that the bylaws specifically say any committee).

I quite agree that the board has authority per RONR to create special committees.  However, RONR says quite clearly in two different places that if standing committees are named in the bylaws, the society may not create additional standing committees without specific authorization in the bylaws.  I don't see an authorization to create additional committees "as deemed necessary" as specifically authorizing the creation of additional standing committees in view of the clear language in the bylaws RONR that express authorization to do so is required.  Perhaps it is a matter of bylaws interpretation, but I don't see how anyone can say it is quite clear that the society (or the board) can create additional STANDING committees in light of the clear language in RONR.

From page 491 of RONR:  "If certain standing committees are enumerated in the bylaws, an inference arises that there shall be no others unless the bylaws also include a provision authorizing their appointment; and without such a provision, no standing committee aside from those enumerated can be established unless the bylaws are amended to include it (see also pp. 578–80)."

From page 579 re creation of special committees: "Appointment of special committees is usually provided for in a separate section that may also, as indicated above, provide for the appointment of additional standing committees."  That language indicates to me that RONR clearly anticipated that the bylaws might authorize the creation of special committees without authorizing additional standing committees.  It says to me,  with the "may also" language, that a bylaw section authorizing the creation of additional committees may or may not also include authorization for the the creation of additional standing committees.  So, a bylaw provision authorizing the creation of special committees without also authorizing additional standing committees seems to be contemplated by RONR.  That is exactly what I believe the bylaw provision we have been provided with does.  Or it at least is susceptible to a reasonable interpretation that it does that.

I think the question of whether the quoted bylaw provision permits the creation of additional standing committees (as opposed to special committees) is something upon which reasonable minds can differ. I can see how others might be of the opposite opinion, but I do not see how anyone can say that it is clear that additional special committees can be created.  At least two of us out of the three who have weighed in on this thread have expressed the same concern as to whether this standing committee has been properly created.

4 hours ago, Josh Martin said:

The bylaws say that “The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit.” I don’t see what is so vague about that.

I agree.  I think the confusion there originated with the original post and also comments by by the original poster quoting from the "operating guidelines which contain the following language:  "The HR Committee is made up of the President, the Past President and the Vice-President and other members who may be asked to join as appropriate."   The OP indicated that the committee chair "invited" the other members.  However, as you pointed out, the quoted bylaw provision does clearly say that the board makes the appointments.

Edited by Richard Brown
Edited 1st & 3rd paragraphs as indicated by strikethrough and underline
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