Status of an Ad Hoc Committee not Formed per the Bylaws

[Guest Roberto G]

The former Board Chair formed a Finance Committee and appointed members. The bylaws allow the Chair to form a committee with a required affirmative vote by the board and none was had. Also,  although not stated by the bylaws the Chair did not specify the purpose, scope, methodology, reporting requirement and term of existence. 

I am the new Board Chair and I am of the opinion that this Finance Committee was not properly formed and has no authority to act. 

Comments?

Thank you in advance.

Roberto G

[Joshua Katz]

If a committee was formed without following the procedures in the bylaws, a point of order should be raised at a meeting.

[Richard Brown]

The point of order should be that the creation of the committee did not conform with the bylaws and that the actions creating the committee are null and void and the committee does not exist

[jstackpo]

Now, I am not so sure about what my colleague R. Brown has asserted...

Taking Guest Roberto at his word (and assuming he has described the bylaw provisions correctly), there was certainly a procedural error when the committee was established and a point of order should have been raised (about not getting board approval) at the time that the new committee was announced at a meeting.  However, assuming time has passed, it is too late now (p. 250).  There is nothing in the bylaws (as described to us) that runs counter to paragraph a) on page 251, so there is no continuing breach.  The committee exists and someone, unnamed, is its chairman, although there is some considerable question as to what the committee is supposed to do, obviously.   Until those details are specified, it would be best if the committee did nothing. (That is the kind of committee I like to be on!)

Clearly the board, at a meeting, should get after the (current) Board Chair (Roberto, who inherited this mess) and ask him to supply all the necessary details about the committee, which he nicely listed.   And then the board could approve those details, and get the committee off to a proper start.

Additional details about exactly what happened and when might change my opinion. 

Edited October 7, 2018 at 09:35 PM by jstackpo

[Joshua Katz]

47 minutes ago, jstackpo said:

However, assuming time has passed, it is too late now (p. 250).  There is nothing in the bylaws (as described to us) that runs counter to paragraph a) on page 251, so there is no continuing breach. 

I, too, could be persuaded by additional facts, but based on what I've seen, I don't think I agree. This isn't some technicality - the bylaws say that board action is required to form a committee. There was no board action, and the committee is purported to be in existence (right now). That looks to me like a continuing breach. I'm not really sure w hat the citation to page 251(a) is meant to accomplish, or what you mean by the lack of anything running counter to it. That section says that a continuing breach exists when a main motion has been adopted that conflicts with the bylaws. Is your point that officers can run off, willy-nilly, doing things outside meetings so that they escape timely points of order, and that, since no motion was made about it at all, it can't be a continuing breach?

Or, to put it another way - exactly when would a point of order have been timely? You assert "when it was announced" but why? That wasn't when it purported to be formed. The whole point here is that the bylaws require action, not just information, by the board, and the board did not act. I'm not clear, by your logic, why a point of order would have been timely even when it was announced.

 

[Guest Who's Coming to Dinner]

5 minutes ago, Joshua Katz said:

Or, to put it another way - exactly when would a point of order have been timely? You assert "when it was announced" but why?

Because that is when the special rule of order requiring a vote came into play. I'm not entirely convinced that it <i>is</i> a rule of order, however.

[Guest Zev]

Forming a committee in violation of the bylaws requirement is one heck of a procedural error.

[Gary Novosielski]

6 hours ago, Guest Roberto G said:

I am the new Board Chair and I am of the opinion that this Finance Committee was not properly formed and has no authority to act

Yes, if the bylaws require board approval and board approval wasn't given, It's difficult for me to see how the committee can exist.

But committees in general have no "authority to act" except to make recommendations to the body to which they report.

 

[Richard Brown]

10 hours ago, Gary Novosielski said:

Yes, if the bylaws require board approval and board approval wasn't given, It's difficult for me to see how the committee can exist.

I agree. That has been my position from the beginning and from my first post. That bylaw provision does not strike me at all as a rule of order. It is a qualification for a committee appointment and for the actual creation of the committee. A committee of this type cannot be formed without board approval.

[Gary Novosielski]

1 hour ago, Richard Brown said:

I agree. That has been my position from the beginning and from my first post. That bylaw provision does not strike me at all as a rule of order. It is a qualification for a committee appointment and for the actual creation of the committee. A committee of this type cannot be formed without board approval.

I agree it does not seem like a rule of order, and therefore not suspendible, but even if it were, it would have to be the board itself that suspended the rule (which would make no sense, since the rule gives them the authority to approve or reject the committee).  The president acting alone certainly can't suspend that rule. 

And an attempt to maintain a committee created in violation of the bylaws is surely a breach of a continuing nature.