Committee Vote, Board of Directors Approval

[Guest Bill]

Hello, 

We are a non-profit organization with a board of directors, operating in the U.S.   We have multiple committees made up of directors. Recently one of our committees approved an item in committee via vote. There were other items discussed in committee as well.

The next day, during our board of director's meeting, the committee report containing the action (among other things) was read on the floor. The board of directors approved the entire report unanimously.  There were no votes by the board of directors on the individual items in the report. 

There is now a debate over whether-or-not the board of directors actually approved the item voted on in committee. There are some who do not want to honor it stating the board never explicitly approved it and a committee cannot direct the board. 

My position is that the item was approved in committee by vote. That vote was read to the board of directors as part of an overall report, which was approved. Therefore, the vote itself was approved by the board of directors. 

Our bylaws do not address this, by the way. Robert's Rules of Order is the fall back per our bylaws when they are silent on an issue. 

Thank you. 

Bill

Humphreysb@san-clemente.org

 

[J. J.]

Did the board formally adopt the report?

[Chris Harrison]

It is ultimately up to you all to decide what it meant to "approve the report".  However, in my opinion, strictly speaking RONR pp. 507-508 seems to lend more support to your position.

[Gary Novosielski]

What was the exact wording of the motion "approving" the report?  

Normally there would be no reason for the board to vote on, "approve" or "adopt" committee reports.  They are simply placed on file.

So if the board voted on it, they presumably meant to do more than just receive it.  But some boards, and you can tell us if yours is one of these, routinely (and incorrectly) vote to "receive" or "approve" committee reports without any clear indication of what the effect is supposed to be.

As JJ pointed out, if the word "adopted" had been used, there would be little question that the recommendation was agreed to.  '"Approved", in this context is a little ambiguous, but I'm also leaning toward your position.  If the board didn't mean to adopt the recommendation, what did they think they were voting for?

If you want to follow RONR on such matters, the proper way to accomplish this unambiguously is for the committee to put its recommendations in the form of a motion ready for adoption, and for the reporting member to move the adoption of the motion, which is then open to debate, amendment, and any of the other procedures for handling main motions, including voting it down, if need be.  So there's no question about the board being "directed" by the committee.

[Richard Brown]

Guest Bill, This is the reason RONR says that committee reports and officers reports (including the treasurer's report) should normally not be "approved".  Unless the report contains recommendations for some kind of action, the person making the report makes his report, the chair thinks him for his report and then moves on to the next report.  The report, if a written report, is simply placed on file.  If a report contains a recommendation for some specific action, the motion to take the action recommended in the report can be made at that time or held until New Business.   There are lengthy provisions in RONR as to how to deal with various types of reports.  Rule of thumb:  Do not "approve" reports.  Just hear them (or read them), thank the person presenting it, and call on the next report.

When a report is "approved" by the assembly, it leads to just the type problem you are having.  This is one your organization will probably have to sort out for itself.

Edited to add:  btw, there does not need to be a formal vote on "approving" or "adopting" a report.  It is usually done by unanimous consent with no actual vote taken.  The proper way of doing that is for the chair to say, when there is some need to approve or adopt a report or a recommendation contained in the report, "If there is no objection, the report (or motion) is approved (or adopted)".  

Edited June 25, 2018 at 09:37 PM by Richard Brown
Added last paragraph

[Guest Bill]

JJ, Chris, Gary, & Richard:  

Thank you very much. I  appreciate the input, particularly in regard to the rationale for not approving reports and the reference pages provided.

Since I chair a region of our larger association (which is where the issue took place), I'll be careful to avoid "approving" reports and simply thank the person and move on as Richard advised. 

Thanks again, 

Bill

[Guest Who's Coming to Dinner]

1 hour ago, Gary Novosielski said:

So if the board voted on it, they presumably meant to do more than just receive it.

That is a shaky presumption in my experience. Many organizations think they must approve a report as a regular part of the process and who knows what it means to them.

[Richard Brown]

2 hours ago, Gary Novosielski said:

So if the board voted on it, they presumably meant to do more than just receive it. 

 

1 hour ago, Guest Who's Coming to Dinner said:

That is a shaky presumption in my experience. Many organizations think they must approve a report as a regular part of the process and who knows what it means to them.

I have to agree with GWCTD on this one.  In my experience, organizations routinely "approve" officer and committee reports just because they think it is the proper thing to do.  They don't feel "right" just moving on to the next report without approving the one just given.

[Josh Martin]

21 hours ago, Guest Bill said:

There is now a debate over whether-or-not the board of directors actually approved the item voted on in committee. There are some who do not want to honor it stating the board never explicitly approved it and a committee cannot direct the board. 

 My position is that the item was approved in committee by vote. That vote was read to the board of directors as part of an overall report, which was approved. Therefore, the vote itself was approved by the board of directors. 

Our bylaws do not address this, by the way. Robert's Rules of Order is the fall back per our bylaws when they are silent on an issue. 

So far as RONR is concerned, to adopt a report (and “approve” is a synonym of adopt) means to endorse every word of the report as the assembly’s own statement, such as when the report is to be published in the assembly’s name. When this is done (which is rare), it is ordinarily done in regard to a report for information only. When a report contains recommendations, generally one or more motions are made to adopt those recommendations. I would assume that if a report which also contains recommendations was adopted in full, this would have the effect of endorsing every word of the report as the society’s own statement and adopting all recommendations contained within the report, although the text is not entirely clear on this point.

As others have indicated, however, many assemblies have an unfortunate custom of regularly “approving” reports for no apparent reason. If such a custom exists for this assembly, there may be some doubt as to the effect of this motion.

I advise reading RONR, 11th ed., pgs. 506-508 for more information on this subject.

Edited June 26, 2018 at 06:16 PM by Josh Martin

[Gary Novosielski]

On 6/25/2018 at 7:58 PM, Richard Brown said:

 

I have to agree with GWCTD on this one.  In my experience, organizations routinely "approve" officer and committee reports just because they think it is the proper thing to do.  They don't feel "right" just moving on to the next report without approving the one just given.

I have to agree with GWCTD as well, as would have been evident if my entire paragraph had been quoted.