Standing vs Ad hoc Committee

[Sheila T]

Our non-profit bylaws have four standing committees with a provision that the "Board of Directors may appoint ad hoc committees for the purpose of organizing Club and Club-sponsored activities, or to assist in the conduct of Club business". Our Board of Directors appointed an ad hoc Kitchen Committee to monitor the kitchen in order to maintain an adequate inventory of supplies and equipment, keep the kitchen in an orderly and sanitary condition (among other duties). Since the kitchen is open at every monthly membership meeting , wouldn't the Kitchen Committee be considered a standing committee as opposed to an ad hoc committee as it will, obviously, be in continued existence. 

Edited July 21, 2018 at 06:27 PM by Sheila T

[Guest Zev]

I see nothing that prevents the Board of Directors from exonerating the Kitchen Committee at any moment. If you wish to prevent such an event then amend the bylaws and make the Kitchen Committee a standing committee. I suppose one could order the Board of Directors not to exonerate the committee, but it seems a little bit silly to have a "standing" ad-hoc committee or a standing "ad-hoc" committee.

[Bruce Lages]

Standing committees are discussed in RONR on pp. 490-492. From what you've stated, it certainly seems as if your kitchen committee would fall under the category of a standing committee, especially if all matters related to kitchen inventory and maintenance will be automatically referred to them. You could raise a point of order at the next meeting that if the kitchen committee will be permanently established to perform this continuing function, the bylaws should be amended to add that committee.

Is this committee to be empowered to act on its own with regard to purchasing kitchen inventory or arranging for maintenance services? If so, then it should definitely be a standing committee. A special, or ad hoc, committee would more likely report to their parent assembly instead, unless it is specifically empowered to act on its own. If the board established this committee with such power, then the distinction between being a standing vs special committee may not be all that critical.

[Sheila T]

The functions of the Kitchen Committee would not include anything of major importance. Any requests for maintenance services or kitchen appliances, etc. would have to go through the Board. There is a petty cash available to the committee for the purchase of such things as coffee, pop, milk, sugar, cutlery, cups and things of that nature. They may have provide a menu for and cook during certain membership functions (because of the extra cost attached to this, this would have to be pre-approved by the Board); and, of course, be in charge of clean up.

I have read the section in RONR pp. 578 starting at line 27:

"In any event, if a standing committee is to have standing authority to act for the society without specific instructions (this committee has specific instructions in an SOP which it must follow, basically what I listed above), if business of a certain class is to be automatically referred to it (no business outside of the specific instructions in the SOP will be automatically referred to it), or if some other form of parliamentary procedure is affected by the committee's assigned function (that's a NO), such a procedure must be prescribed in a provision of the bylaws . . . "

Further:

"The number and nature of the standing committees that may be named in individual sections of this article . . . " leads me to understand that certain standing committees may not have to be named in this article of the bylaws. Is that correct? 

[Joshua Katz]

19 minutes ago, Sheila T said:

"The number and nature of the standing committees that may be named in individual sections of this article . . . " leads me to understand that certain standing committees may not have to be named in this article of the bylaws. Is that correct? 

No, or, at least, not exactly. The bylaws need not mention any standing committees at all. If it does list standing committees, though, those are the only standing committees. 

That said, the fact that a duty will need to be done in the future (presumably) does not necessitate a standing committee. In fact, from what we've heard about this, aside from the "petty cash" thing, it's not clear to me that a committee is needed here at all. The committee is not making recommendations, from what I can tell, to a parent assembly. It is not taking actions in the name of the organization. It is, apparently, putting things in the fridge, organizing the pantry, and maybe cooking meals at certain times. It has no deliberative or parliamentary function at all. In short, it looks like a group of volunteers who do things in the kitchen, and I see no reason a board empowered to conduct the affairs of the organization can't appoint a few people to clean up the cabinets.

[Sheila T]

1 hour ago, Joshua Katz said:

No, or, at least, not exactly. The bylaws need not mention any standing committees at all. If it does list standing committees, though, those are the only standing committees. 

That said, the fact that a duty will need to be done in the future (presumably) does not necessitate a standing committee. In fact, from what we've heard about this, aside from the "petty cash" thing, it's not clear to me that a committee is needed here at all. The committee is not making recommendations, from what I can tell, to a parent assembly. It is not taking actions in the name of the organization. It is, apparently, putting things in the fridge, organizing the pantry, and maybe cooking meals at certain times. It has no deliberative or parliamentary function at all. In short, it looks like a group of volunteers who do things in the kitchen, and I see no reason a board empowered to conduct the affairs of the organization can't appoint a few people to clean up the cabinets.

Thanks for that clarification

[Josh Martin]

14 hours ago, Joshua Katz said:

That said, the fact that a duty will need to be done in the future (presumably) does not necessitate a standing committee. In fact, from what we've heard about this, aside from the "petty cash" thing, it's not clear to me that a committee is needed here at all. The committee is not making recommendations, from what I can tell, to a parent assembly. It is not taking actions in the name of the organization. It is, apparently, putting things in the fridge, organizing the pantry, and maybe cooking meals at certain times. It has no deliberative or parliamentary function at all. In short, it looks like a group of volunteers who do things in the kitchen, and I see no reason a board empowered to conduct the affairs of the organization can't appoint a few people to clean up the cabinets.

I am inclined to agree that it may not be necessary to establish a committee for this purpose, since it appears that no deliberation, decisions, or recommendations may be necessary. Would you agree, however, that if this group is established as a committee, it is in the nature of a standing committee?

[Joshua Katz]

3 minutes ago, Josh Martin said:

Would you agree, however, that if this group is established as a committee, it is in the nature of a standing committee?

I'd need to see the wording of the motion creating it.

[Josh Martin]

7 minutes ago, Joshua Katz said:

I'd need to see the wording of the motion creating it.

“Ordinary committees are of two types—standing committees (which have a continuing existence) and special committees (which go out of existence as soon as they have completed a specified task).” (RONR, 11th ed., pg. 490)

”Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them.” (RONR, 11th ed., pg. 490)

“A special (select, or ad hoc) committee is a committee appointed, as the need arises, to carry out a specified task, at the completion of which—that is, on presentation of its final report to the assembly—it automatically ceases to exist.” (RONR, 11th ed., pg. 492)

We are told that the committee was appointed to “to monitor the kitchen in order to maintain an adequate inventory of supplies and equipment, keep the kitchen in an orderly and sanitary condition (among other duties)“ and that the kitchen is open at every monthly meeting. These facts would suggest to me that this is in the nature of a standing committee, although it is possible that there are additional facts in the motion which may change things.

[Richard Brown]

1 hour ago, Josh Martin said:

Would you agree, however, that if this group is established as a committee, it is in the nature of a standing committee?

Perhaps I am missing something, but as I recall, the original post said that only certain standing committees are created in the bylaws and that the board is given the authority to create ad hoc committees. If that is the case, then I don't see how the society can make this a standing committee without amending the bylaws.

[Guest Who's Coming to Dinner]

A committee, as understood in parliamentary law, is a body of one or more persons, elected or appointed by (or by direction of) an assembly or society, to consider, investigate, or take action on certain matters or subjects, or to do all of these things.

RONR(11th ed.), p. 489, l. 20–24

Is maintaining the kitchen "taking action" in the parliamentary sense? I don't think so. These are menial duties devoid of executive responsibility.

[Richard Brown]

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

A committee, as understood in parliamentary law, is a body of one or more persons, elected or appointed by (or by direction of) an assembly or society, to consider, investigate, or take action on certain matters or subjects, or to do all of these things.

RONR(11th ed.), p. 489, l. 20–24

Is maintaining the kitchen "taking action" in the parliamentary sense? I don't think so. These are menial duties devoid of executive responsibility.

I disagree.  I think taking care or maintaining the kitchen as something very much within the purview of a committee, especially one created "with power".

[Gary Novosielski]

I think a lot depends on whether the assembly expects periodic reports or recommendations from this body, or simply expects it to carry out a set of assigned tasks.

If this was actually created as a committee, which appears to be the case, it is one "with power" at least in certain limited cases like deciding when and where to buy supplies.  There's nothing wrong with organizing things this way.  Another way would be for the assembly to appoint someone to the role of "Chief Cook and Bottlewasher" and allow that person to recruit volunteers for KP duty without calling this task force a committee.

As this does appear to have been created as a committee, on the question of Standing v. Select committee, I agree with Josh that this is clearly in the nature of a standing committee, but I also believe that to make it so would require a bylaws amendment, given that some standing committees are enumerated in the bylaws.  I would not object to treating it as a special committee until such time as the bylaws could be amended.

Edited July 22, 2018 at 06:06 PM by Gary Novosielski

[Sheila T]

Here's the motion: "Director A makes a motion to create an ad hoc Kitchen Committee and accept Member A's offer to chair the committee"

To be clear, this new Board and I (the Secretary) are all quite novice in all things RROO. The initial thinking was that any committee outside of the four standing committees listed in our bylaws would be considered ad hoc, without realizing the exact nature of an ad hoc committee. If not for my extremely inquisitive nature and the need to clarify, I suppose we would go on with this thinking.

The Kitchen committee  will be reporting back to the President (who handles the day-to-day operations) with a monthly taking of inventory and turning in receipts for purchases made out of petty cash and they would recommend/report/submit a menu (for membership functions) for review by the President.

I'm still stuck on RONR, p.578, l.35-36 that states, "The number and nature of the standing committees that may be name in individual sections of this article . . . " . I feel this substantiates my thinking that a Kitchen committee may not be required to be included in the bylaws; however, we would have to still address the fact that per our bylaws, the Board may only appoint ad hoc committees, which currently they did as they understood it.

I do appreciate all this dialogue on this subject and I will bring this information back to the Board and the Bylaws committee and we will go from there.

[Gary Novosielski]

First, if the Kitchen Committee was created by a motion of the board, it would report to the board, not to the president alone.

It is not necessary for ad hoc committees ever to be named in the bylaws.  In fact it would make little sense.

It is also not necessary for standing committees to be named in the bylaws, but they may be.  And if they are, then only those named in the bylaws exist, and adding or removing one or more would require a bylaws amendment.  If none are named in the bylaws, then they may be created or removed by a motion adopted by the assembly.

The difference between standing  and ad-hoc is that the former exist indefinitely, and the latter exist for a particular purpose, and cease to exist once that particular task is complete. 

[Joshua Katz]

4 hours ago, Richard Brown said:

I disagree.  I think taking care or maintaining the kitchen as something very much within the purview of a committee, especially one created "with power".

I don't know what I should do with this. Sure, taking care of the kitchen can fall "within the purview of a committee." But the point is that it doesn't have to. In fact, I think this is what is causing all the trouble here to begin with. See below.

3 hours ago, Sheila T said:

To be clear, this new Board and I (the Secretary) are all quite novice in all things RROO. The initial thinking was that any committee outside of the four standing committees listed in our bylaws would be considered ad hoc, without realizing the exact nature of an ad hoc committee. If not for my extremely inquisitive nature and the need to clarify, I suppose we would go on with this thinking.

 

Why is anyone confused about this - or, more precisely, what is the "exact nature of an ad hoc committee" referenced? The only answer is that an ad hoc committee goes away after making its final report. But that is confusing in this instance, because there is no "final report," and likely, no reports at all. Why not? Because the job is cleaning out the fridge and straightening the cabinets, not holding meetings and producing reports. If the committee had something to do with decisions (in the classic version, making recommendations which lead to the assembly making decisions, which is why a committee is not a deliberative assembly), we wouldn't be confused. Either it would have a final report, after which it would go away, or it wouldn't, in which case we could easily say "yea, you created a standing committee outside of those authorized in your bylaws, and it was out of order." That we haven't said either reflects the fact that we're shoehorning a group of people cleaning the kitchen into a structure - i.e. committee types - not logically connected to it. 

Now, to Mr. Brown's point, if you have a committee, it can be empowered and charged with cleaning the kitchen. A good example would be a committee which already has kitchen responsibilities, which is then instructed to also clean the place - or, perhaps, which comes in with a recommendation that the fridge be cleaned out, and is told "you do it." No problem - and we'd have an underlying committee we can logically classify as standing or ad hoc. But this could just as easily be done without invoking the word "committee" in this case, since it's a new group which doesn't make recommendations or reports, or likely hold meetings at all - instead, it's members show up on Tuesday or whatever, clean up, and then cook dinner. That act has nothing to do with parliamentary procedure at all, and I think it is ludicrous (although it follows perfectly logically once you do the shoehorning) to claim that the bylaws prevent the board from asking people to clean the kitchen, but only if they are to do so beyond the issuance of a final report which is neither expected nor desired. 

That said, if the bylaws prohibit creating standing committees, and you create a committee, it seems the least destructive thing to do is to call it an ad hoc committee, and if no final report is made, it goes away with the term of the current board - and the next board will, I would predict, also want people to clean the kitchen too. 

In short, I think there's far too much dragging of parliamentary apparatus into the kitchen here.

Remember that RONR tells us itself that it is about deliberation, not action, and that, strictly speaking, executive tasks outside of the meeting (i.e. the physical running of the organization) are not parliamentary. So far as RONR is concerned, for instance, the job of the president is (as the name indicates) to preside. If you also want the president to rent the bowling alley on Thursday nights, you won't find anything in RONR giving that instruction.

I think it's clear that cleaning the kitchen falls into the realm of physically doing things, not deliberation. It is not the adoption of words.

[Richard Brown]

Joshua, it can be a committee or not be a committee, whichever is the pleasure of the society. If one person is appointed to be in charge of the kitchen, it could be argued that that person is a one-man committee.  However, although the kitchen committee might be in the nature of a standing committee, it cannot actually be a standing committee without amending the bylaws.

There is nothing RONR that indicates a committee's function should be limited to parliamentary matters. Have you never heard of Christmas party committees or Fourth of July committees or Clubhouse maintenance committees which are created with power and charged with actually putting on an event or executing their charge? Those committees might not ever report back to the membership or the board until after the event is over. All of their decisions and activities take place outside of meetings of the society.

[Joshua Katz]

5 minutes ago, Richard Brown said:

 There is nothing RONR that indicates a committee's function should be limited to parliamentary matters. Have you never heard of Christmas party committees or Fourth of July committees or Clubhouse maintenance committees which are created with power and charged with actually putting on an event or executing their charge? Those committees might not ever report back to the membership or the board until after the event is over. All of their decisions and activities take place outside of meetings of the society.

I've heard of other misues of the word committee, yes 😉 . Of course, the issues this organization is raising don't come up with Christmas Party or July Fourth committees, because it's obvious when their work terminates. Their problem is that they are using the word committee for something not involved in decision-making (another distinction from the committees with power discussed here), and they want it to last for an indefinite time, and their bylaws specify their standing committees. Normally expanding the word "committee" in this way doesn't cause a problem, but here we have a perfect storm.

[Josh Martin]

21 hours ago, Richard Brown said:

Perhaps I am missing something, but as I recall, the original post said that only certain standing committees are created in the bylaws and that the board is given the authority to create ad hoc committees. If that is the case, then I don't see how the society can make this a standing committee without amending the bylaws.

Yes, I quite agree, which is why it is critical to determine whether the committee in question is in the nature of a standing committee. If so, then the board acted improperly.

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

Is maintaining the kitchen "taking action" in the parliamentary sense? I don't think so. These are menial duties devoid of executive responsibility.

In this context, I think “take action” is not limited to action “in the parliamentary sense.”

13 hours ago, Richard Brown said:

However, although the kitchen committee might be in the nature of a standing committee, it cannot actually be a standing committee without amending the bylaws.

So it is in the nature of a standing committee committee and the board therefore cannot appoint it, but the board can get around this prohibition by just calling it an ad hoc committee?

13 hours ago, Joshua Katz said:

I've heard of other misues of the word committee, yes 😉 . Of course, the issues this organization is raising don't come up with Christmas Party or July Fourth committees, because it's obvious when their work terminates. Their problem is that they are using the word committee for something not involved in decision-making (another distinction from the committees with power discussed here), and they want it to last for an indefinite time, and their bylaws specify their standing committees. Normally expanding the word "committee" in this way doesn't cause a problem, but here we have a perfect storm.

I do not agree that this is a misuse of the word committee. I see nothing wrong with an organization appointing a committee for throwing a party or maintaining a kitchen. If it’s a one-time thing, it’s an ad hoc committee. If it’s a continuing thing, it’s a standing committee.

[Joshua Katz]

Well, I'm not going to belabor the point, but I am more firmly convinced than when we began that characterizing a group of volunteers who clean the kitchen as a "committee" and then fretting over whether it is standing or ad hoc, considering that its task has nothing to do with producing reports or acting on behalf of the organization, is formality for its own sake and causing needless stress.

Backing up a minute, here's where I think things stand in terms of actual parliamentary issues. Boards cannot, as a matter of practice, bind future boards (a board could, e.g., lobby the legislature to create a law which governs the organization, but that's not really what I'm talking about, and even then, the next board can lobby them to repeal it). What they can do is increase the costs for future boards of engaging in one action or another, and thereby influence future decisions. For instance, by adopting a standing rule, they can change the vote required for a future board to do something different, from a majority (or less, if the "something different" is refraining from action) to 2/3. 

Bylaws are meant to bind the board, but even they don't do so in an absolute sense, they are just relatively harder to change, and usually cannot be changed by the board itself.

Even though RONR singles out standing committees for discussion, the fact that where the bylaws specify certain standing committees, the board may not create more, is not something unique about committees. It is an instance of the rules of bylaw interpretation. The reason that the board may not create standing committees when the bylaws specify 4 is that the bylaws are essentially saying "there are THE four standing committees." But there is something special about standing committees - they exist from term to term. When the board is capable of creating standing committees, it has, as discussed above, changed the distribution of costs for future boards as concerns appointment - if the future board wishes to do away with a committee, it will need to do so by a higher threshold than would be required to simply not create the committee. So, in answer to Mr. Martin's point above, I would maintain that, yes, if the board attempts to do what it may not do (create a standing committee), it has succeeded in creating an ad hoc committee. When the committee ceases to exist at the end of the term, the board has been prevented from imposing on the future board.

So, whether you treat this as a failed attempt to create a standing committee, creating an ad hoc committee, or (the clearly correct answer, in my view) something far simpler, the result is always the same - the people can clean the kitchen, and then the next board can decide if it wants them to continue cleaning it, or wants to do something else instead (hire a cleaning company, outsource food service, let the kitchen get dirty and attract bugs, etc.). So, in conclusion, they should clean and cook, and the organization should worry about other things, such as whatever its point happens to be.

[Josh Martin]

8 hours ago, Joshua Katz said:

So, in answer to Mr. Martin's point above, I would maintain that, yes, if the board attempts to do what it may not do (create a standing committee), it has succeeded in creating an ad hoc committee. When the committee ceases to exist at the end of the term, the board has been prevented from imposing on the future board.

Since you insist that the nature of the committee’s duties complicates this matter, suppose that the board instead attempts to create a committee which is tasked with more “parliamentary” duties, such as making recommendations regarding a particular subject. May the board still appoint such a committee to serve for the full term of the board and provide recommendations on all matters relating to the committee’s area of expertise for that duration, notwithstanding that RONR provides that an ad hoc committee is appointed for a particular task?

Edited July 23, 2018 at 10:43 PM by Josh Martin

[Joshua Katz]

11 minutes ago, Josh Martin said:

May the board still appoint such a committee to serve for the full term of the board and provide recommendations on all matters relating to the committee’s area of expertise for that duration, notwithstanding that RONR provides that an ad hoc committee is appointed for a particular task?

It would appear that such a committee is appointed for a particular task - providing recommendations on all matters relating to its area of expertise. So long as the next board is not stuck with it (or with an enhanced threshold for eliminating it) I think it can do that. 

What I insist, by the way, is that the nature of the "committee's" duties could simplify the issue, if we and the organization would let it: we could avoid all this talk by just letting people clean the kitchen without insisting that it be a committee. It only complicates the issue because in other cases where the word committee is used to refer to a working group (or, at least, the examples given here) there was also a natural ending point, but there is no natural ending point to organizing the kitchen (as a look at my kitchen would prove, despite my multiple efforts to organize it). There is, though, a natural ending point to when the board may tell people to organize it - the end of their term.