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Committee Chair Refuses To Call A Meeting


Guest MFMauceri
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If a Committee Chair refuses to call a meeting, and the body's are bylaws and rules are silent on how to compel a committee meeting, is the a RONR cite where the other committee members can compel a meeting to take place?

What is the process or processes?

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Yes.  Any two committee members may call a meeting of the committee if the chair fails or refuses to do so.  Here is the relevant language from pages 499-500 of RONR:

"COMMITTEE MEETINGS. When a committee has been appointed, its chairman (or first-named member temporarily acting—see p. 176) should call it together.* If its chairman fails to call a meeting, the committee must meet on the call of any two of its members, unless (for very large committees) the assembly's rules prescribe, or empower the assembly or the committee to require, a larger number. It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member. The quorum in a committee is a majority of its membership unless the assembly has [page 500] prescribed a different quorum (40). All of the meetings of a special committee constitute one session (8). "  (Emphasis added).

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8 minutes ago, MFMauceri said:

One more question.  How does one compel an actual motion onto said agenda?  So, two members (out of 5) can compel a meeting, but if the Chair is responsible for setting the agenda, is there similar language to compel the inclusion of a bona fide agenda item?

Who says the chair is responsible for setting the agenda?  It might normally be the chair (or the committee secretary, if there is one) who prepares the draft agenda, but anybody can prepare one and it is the assembly, not the chair, that actually adopts the agenda if there is one.  Normally, however, you don't need a formally adopted agenda, especially if you follow the standard order of business in RONR.  If there is an "agenda" in a committee meeting, it is normally not a formally adopted agenda but merely a document prepared by or for the chair to be used as a guide to getting through the business to come before the committee.   The items of business in the standard order of business aren't necessarily applicable in a committee meeting.

As far as proposing a motion, at some point during the meeting a member simply makes his motion just as he would in any other meeting.  No agenda is needed in order to make a motion.

Why the emphasis here on an agenda? 

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Good question.  Here in California, we are bound by the Ralph M. Brown Act regarding public noticing.  We must set an agenda, publicly post and distribute it for the public to be properly informed of pending discussions that may affect it.  We cannot add agenda items on the fly, the agenda must be set, and can only be changed under specific  (read: "emergency") circumstances.

If the chair agendizes something as DISCUSSION ON "X," then it implies no action will be taken.  If it is agendized as "DISCUSSION AND POSSIBLE ACTION ON "X," then motions may be brought forward, seconded, debated etc.  It affords for some clever obstructionist maneuvering if a Chair doesn't want to talk about something.  In this instance, we're talking about an Executive Committee with powers that is some cases override the body, itself.

 

So, I need to be able to cite both parts:  

  1. A meeting is compelled.  

  2. At said meeting, this agenda item will be entertained.

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1 hour ago, MFMauceri said:

 . . .Here in California, we are bound by the Ralph M. Brown Act regarding public noticing.  We must set an agenda, publicly post and distribute it for the public to be properly informed of pending discussions that may affect it.  We cannot add agenda items on the fly, the agenda must be set, and can only be changed under specific  (read: "emergency") circumstances. . . .  (remainder of post omitted)

We do not give legal advice on this forum, but it is my understanding that California's Brown Act applies primarily to local governmental bodies but not to ordinary private clubs, organizations, associations, non-profit corporations, etc. 

In some states, there are state procedural laws that apply to certain other groups such as homeowner associations, condo  associations, property owners associations, etc.  Discussion of any such laws is outside the scope of this forum.

Edited to add:  Are you sure that your organization is covered by the Brown Act? 

Edited again to add:  Public bodies of all sorts are usually subject to state "open meetings" or "sunshine" laws that impose requirements separate from those in RONR and that supersede any contrary provisions in RONR.   Our answers on this forum are based on the rules in RONR. 

Edited by Richard Brown
Added last two paragraphs
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@jstackpo.  "Brown," depending on the local jurisdiction in California can be applied to committees (even ad hocs);  in Los Angeles, yes, it's extended to Committees.  Ironically,the agenda item trying to be avoided is a regarding a committee that didn't conform to Brown and has now created a dull but growing roar.

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4 hours ago, MFMauceri said:

Good question.  Here in California, we are bound by the Ralph M. Brown Act regarding public noticing.  We must set an agenda, publicly post and distribute it for the public to be properly informed of pending discussions that may affect it.  We cannot add agenda items on the fly, the agenda must be set, and can only be changed under specific  (read: "emergency") circumstances.

If the chair agendizes something as DISCUSSION ON "X," then it implies no action will be taken.  If it is agendized as "DISCUSSION AND POSSIBLE ACTION ON "X," then motions may be brought forward, seconded, debated etc.  It affords for some clever obstructionist maneuvering if a Chair doesn't want to talk about something.  In this instance, we're talking about an Executive Committee with powers that is some cases override the body, itself.

 

So, I need to be able to cite both parts:  

  1. A meeting is compelled.  

  2. At said meeting, this agenda item will be entertained.

I would first note that RONR views an Executive Committee as a board, not a committee, and Mr. Brown’s previous response applies solely to committees. How board meetings are called should be specified in the society’s rules.

As for setting the agenda, Mr. Brown has provided the correct answer so far as RONR is concerned. If your society’s rules and applicable law have their own rules on this subject, however, you will have to consult those rules.

Edited by Josh Martin
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46 minutes ago, MFMauceri said:

Yes.  Our bylaws and rules are silent on this matter and thus we turn to our Parliamentary Authority (RONR) for guidance.  So I'm looking for folks that might know where an exact cite is on committee meeting calling and agenda setting.

Even if your rules are silent on the matter of setting the agenda, applicable law clearly is not, since you say that “Here in California, we are bound by the Ralph M. Brown Act regarding public noticing.  We must set an agenda, publicly post and distribute it for the public to be properly informed of pending discussions that may affect it.  We cannot add agenda items on the fly, the agenda must be set, and can only be changed under specific  (read: "emergency") circumstances.” If this information is in fact correct, none of what RONR says on the subject of setting an agenda will be useful to you at all, as the law takes precedence wherever it conflicts with RONR, and this appears to conflict with pretty much everything RONR says about setting the agenda.

As for calling meetings, all that RONR says for calling meetings is that the bylaws should specify how they are called, so I sincerely hope it is not the case that your rules are entirely silent on that subject. Committees are an exception, but RONR views an Executive Committee as a type of board, not a committee.

“EXECUTIVE COMMITTEE. In a society where the board is large or its members must travel from a distance to meet, it is usual for the bylaws to establish an executive committee composed of a specified number of board members, which shall have all or much of the power of the board between meetings (just as the board has all or much of the power of the society between the society's meetings), but which cannot alter any decision made by the board (just as the board cannot alter any decision made by the society). The executive committee is thus in reality a "board within a board" and operates under the rules in this book applicable to boards rather than those applicable to committees.” (RONR, 11th ed., pg. 485)

“The term regular meeting (or stated meeting) refers to the periodic business meeting of a permanent society, local branch, or board, held at weekly, monthly, quarterly, or similar intervals, for which the day (as, "the first Tuesday of each month") should be prescribed by the bylaws and the hour and place should be fixed by a standing rule. If, instead, an organization follows the practice of scheduling the dates of its regular meetings by resolution, notice must be sent to all members in advance of each regular meeting, and the number of days' notice required should be prescribed by the bylaws (p. 576).” (RONR, 11th ed., pg. 89)

“Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661). A section of the bylaws that authorizes the calling of special meetings should prescribe: 


1) by whom such a meeting is to be called—which provision is usually in the form of a statement that the president (or, in large organizations, the president with the approval of the board) can call a special meeting, and that he shall call a special meeting at the written request of a specific number of members; and 


2) the number of days' notice required. Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent.” (RONR, 11th ed., pg. 92)

“When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization.” (RONR, 11th ed., pg. 16)

What RONR says on agendas may be found in RONR, 11th ed., pgs. 371-375. I do not know that this will be of any help to you, however, since you appear to be interested in how an agenda is set in advance of a meeting, since you say this is required by applicable law. RONR has no guidance on this subject, since in RONR the agenda is set at the meeting itself.

21 minutes ago, jstackpo said:

Committees:  RONR, page 489ff.  The business about two people calling a meeting when the chairman fails to do so is on p. 499.

The OP has clarified in his subsequent posts that the “committee” in question is an Executive Committee, in which event the rule on pg. 499 is not applicable.

Edited by Josh Martin
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  • 1 month later...

I respectfully disagree with what appears to be a prevailing interpretation of RONR on who can call a committee meeting. I am not an expert on Robert's Rules, but I do have a doctorate in English, and I have a reasonably good command of reading the language as well as of organizational behavior. 

Regarding who can call a meeting of a committee, the language on Committee Meetings on RONR, 11th ed., p.499, is not written as clearly as it could be. That said, the paragraph beginning on line 19, to my mind, clearly addresses the first or organizational meeting of a committee "when a committee has been appointed...," in which case, if its chairman or the "first-named member temporarily acting" fails to call a meeting of the committee, any two of its (other) members may do so. Ordinary rhetorical principles of coherence and cohesion apply to limit the scope of the two-member provision to such an initial meeting and those special circumstances. This is not to prevent another provision elsewhere in RONR to allow for any two members to call a meeting, but this paragraph does not do so, nor, as far as I am aware, does any other place in RONR.

On the contrary. two pages later, on p. 501f concerning provision for future meetings, provides that the next meeting after a simply adjourned meeting "is held at the call of the chairman...." That provision is clearly applicable to regular meetings, i.e., not the initial or organizational meeting, of an ongoing established committee. In this paragraph there is no special provision for any two members or anyone other than the chair to call such a meeting.

There is a very good reason for RONR to distinguish between the two circumstances for calling a meeting. In the first instance, for an initial meeting of a committee not to be called is tantamount to the committee's failing to come into existence, in which case a remedy is clearly needed. In the second instance, however, the committee has already met and is only adjourned, so that the authority vested in the chair would be infringed upon if any two members simply decide to usurp the chair's prerogative to call a meeting. It well might be that a chair of an adjourned committee is remiss in not calling a meeting, but the remedy should be sought within the organization that created the committee, not by any two concerned members of the ongoing committee.

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Guest JGreenfield, despite my first post in this thread (actually the first response to the original question), I actually agree with you.   To me, the language on page 499 regarding who can call a committee meeting is quite clear and it is clear to me that it applies only to the first meeting of the committee.  However, I have "given in" to the rather adamant view by at least one and maybe two members of the authorship team that the quoted provision on page 499 is intended to mean that any two committee members may call a meeting of the committee any time that the chairman fails to do so.... not just for the first meeting.    Most of the other regular posters on this forum seem to have adopted that view as well.   At a minimum, I hope that the authorship team will clarify that provision in the 12th edition.  I just don't think the language on page 99 says what the authorship team seems intend it to mean.

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3 hours ago, Guest JGreenfield said:

I respectfully disagree with what appears to be a prevailing interpretation of RONR on who can call a committee meeting. I am not an expert on Robert's Rules, but I do have a doctorate in English, and I have a reasonably good command of reading the language as well as of organizational behavior. 

For those who are interested, a more thorough discussion of this topic may be found here.

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FWIMBW, I too am reluctantly in the "any time" camp, mainly because it would be completely bizarre to assert that a chairman who didn't want the committee to meet could thus shut down the further function of the committee.  The plain text of page 499 surely doesn't allow for any two to call a meeting after the first.

But I sure wish, and hope, that RONR/12 uses the English language "more better".

Edited by jstackpo
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For crying out loud, gentlemen. This is only a committee. Something has been referred to them and if they fail to meet and discharge their assignment come next assembly meeting and no report is forthcoming then the assembly may take any number of actions to rectify the situation. I have been trying to come up with a scenario in which such committee's failure to meet would cause irreparable harm and I am incapable of doing so. So, gentlemen, take a deep breath ... exhale ... deep breath ... exhale ...

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22 minutes ago, Guest Zev said:

. I have been trying to come up with a scenario in which such committee's failure to meet would cause irreparable harm and I am incapable of doing so

Irreparable harm? I can't think of one either. There are cases where repair is difficult, though. If the society bylaws require certain topics to be automatically referred, for instance, this can be a problem.

To me, the bigger issue is, as Guest JGreenfield said, that the words simply don't seem to mean what they are said to mean.

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13 minutes ago, Joshua Katz said:

To me, the bigger issue is, as Guest JGreenfield said, that the words simply don't seem to mean what they are said to mean.

There is no controversy as to the issue of the first committee meeting. The authors will have to decide whether additional language is needed to clarify the actions related to subsequent committee meetings. My guess is that they will not. But that is just a guess.

Now breathe ... exhale ...

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Guest Who's Coming to Dinner
13 hours ago, Guest JGreenfield said:

Regarding who can call a meeting of a committee, the language on Committee Meetings on RONR, 11th ed., p.499, is not written as clearly as it could be. That said, the paragraph beginning on line 19, to my mind, clearly addresses the first or organizational meeting of a committee "when a committee has been appointed...," in which case, if its chairman or the "first-named member temporarily acting" fails to call a meeting of the committee, any two of its (other) members may do so. Ordinary rhetorical principles of coherence and cohesion apply to limit the scope of the two-member provision to such an initial meeting and those special circumstances. This is not to prevent another provision elsewhere in RONR to allow for any two members to call a meeting, but this paragraph does not do so, nor, as far as I am aware, does any other place in RONR.

I agree. As they say, "context matters." Some better minds have chosen to read the two-member provision in isolation without considering the surrounding context of an initial meeting. However, some sort of guidance is required in the case of a chair who refuses to call a subsequent meeting. If there is to be no remedy to that situation, then agreeing to meet "at the call of the chair" is to put the group's entire future into one person's hands.

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Oh, I think you can expect that some change will be made in this troublesome language on page 499, but until then I think it best to construe it to mean that the right of committee members to call a meeting if the chair refuses to do so is not restricted to the committee's first meeting.

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