Governance/Executive Committee

[Grwow]

Our non profit organization is currently revising bylaws. When my term began in December, one of the first things I did was call on the committees to actually start meeting and reporting to the board. One of the committees, the Board Development Committee, wants to change their name to Governance Committee. Along with this, which I objected to due to the similarity to Executive Committee, they also want to change the bylaws to get rid of the nominating committee and have the Governance Committee present the slate of officers and nominate new members for the board. This committee is not elected, but was appointed by members volunteering for the various boards. Is this a practice among other boards? Does this sound right to anyone? I suspect there is more behind this move than meets the eye. I am not familiar enough with Robert's Rules to find this answer for myself. I admit I am a neophyte when it comes to RR. 

[Richard Brown]

It is up to the members of your organization to determine what committees they want, what they want to call those committees, what authority those committees to have and how these committees are to be populated.

As far as a nominating committee, the most common setup by far is for there to be a nominating  committee that is usually elected by the other members.  Sometimes it is appointed, but RONR recommends having its members elected and that seems to me to be the most common procedure.  The president should not be on the committee and probably shouldn't have any part in appointing its members..

Here is a kcy part of what RONR says about the makeup of the nominating committee on page 433:

"NOMINATIONS BY A COMMITTEE. In the election of officers of an ordinary society, nominations often are made by a nominating committee. Usually in such cases a nominating committee is chosen in advance to submit nominations for the various offices for which elections are to be held at the annual meeting.
Designation of the Nominating Committee. The nominating committee should be elected by the organization wherever possible, or else by its executive board. Although in organizing a new society it may be feasible for the chair to appoint the nominating committee, in an organized society the president should not appoint this committee or be a member of it—ex officio or otherwise. The bylaws may provide that "the President shall appoint all committees except the Nominating Committee . . ." and that "the President shall be ex officio a member of all committees except the Nominating Committee . . ."; the exception should not be omitted in either case. "
 

Edited June 15, 2018 at 06:33 PM by Richard Brown
Edited first paragraph. Added unlerlined portion.

[Atul Kapur]

This sounds similar to the current fad (aka "best practices") of corporate board governance; I've heard it from several consultants (listen for the code words "skills-based"). You won't find it in RONR.

I sound very cynical in that paragraph. There are good and bad points in these ideas but your organization should consider them carefully.

[Grwow]

That's ok. I'm cynical too. We have not voted on these changes yet. I'm trying to find out all I can about it. I don't like it one bit. Yes, I heard that code. Any others out there with experience in this change?

[Transpower]

Grwow, do you have a Bylaws Committee?  If so, that committee should make recommendations to the Board or Assembly (depending on what your Bylaws say--in many organizations, new Bylaws proposals go to the Board first, before going to the Assembly).

[Guest Who's Coming to Dinner]

On 6/15/2018 at 11:12 AM, Grwow said:

One of the committees, the Board Development Committee, wants to change their name to Governance Committee. Along with this, which I objected to due to the similarity to Executive Committee, they also want to change the bylaws to get rid of the nominating committee and have the Governance Committee present the slate of officers and nominate new members for the board.

It's up to the body which created this committee, not the committee itself, to change its name. This will be a motion to Amend Something Previously Adopted. You do not have any special power of approval unless your rules give it to you.

Similarly, it is up to your organization, not this committee alone, to amend its bylaws (or not) by following the amendment procedure contained therein.

[Richard Brown]

I agree with GWCTD, but it seems clear to me from the original post that these are all proposed bylaws amendments which the original poster is talking about. I do not get the impression that a committee is trying to change its own name and duties  on its own without a bylaws change.  That would indeed not be proper or permissible.

 Edited to add:  it is possible that this committee is not established in the bylaws but was created by the Association at some point during its existence. If that is the case, then a bylaws amendment might not be necessary to make the proposed changes, but the changes still must be approved by the membership or the body which created the committee, not by the committee itself.

Edited June 18, 2018 at 03:08 AM by Richard Brown
Added last paragraph

[Guest Louise Corrall]

I also have an experience with a ‘governance committee’ having been created. We cannot find a clear description of its role and overlap with usual executive committee is problematic for members who feel excluded from decision making. Question: is a governance committee seen as a necessary separate function - and who can define those functions?

[jstackpo]

Please start your question, even though it is an old subject, in a "New Topic.  Thanks