Creation of Special Committees

[J. Moore]

Society's bylaws read: "The Board may each year appoint standing committees.......Such committees shall always be subject to the final authority of the Board.  Special committees may also be appointed by the Board to assist on particular projects.  Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee, and the Board may appoint successors to those persons whose services have been terminated."

Society recently held a general membership meeting, and a quorum was present.  A member obtained the floor and moved that a committee be established to revise the bylaws.  No Board member raised an objection to the motion and the chair put the motion to a vote by the assembly.  The assembly approved the formation of a committee to revise the bylaws.  

The custom in this society is for a member to write his/her name on a sheet that is passed around immediately after the vote to volunteer to serve on the committee.  This was done, and a number of members volunteered to serve on the committee.  The sign up sheet was then taken by one of the Board members and the meeting continued and concluded in the usual fashion.

Three days later, a Board member contacted the motion maker to say that the Board has the complete authority over the formation of committees and the Board thanks the member for her interest in this matter, but the committee formation is in abeyance.

Question:  Since a quorum was present and since no Board member objected and since the chair put the question to the assembly and allowed the vote, can the Board now deny the formation of the committee?

My understanding of RRO is that this is a legally formed committee and the Board may not overturn the decision of the assembly.  The Board appears to want to fight the establishment of this committee.  What recourse under RRO is there?

 

[Hieu H. Huynh]

The general membership could create the committee unless the bylaws provide the board exclusive authority in the matter.

[Richard Brown]

1 hour ago, J. Moore said:

Question:  Since a quorum was present and since no Board member objected and since the chair put the question to the assembly and allowed the vote, can the Board now deny the formation of the committee?

 

14 minutes ago, Hieu H. Huynh said:

The general membership could create the committee unless the bylaws provide the board exclusive authority in the matter.

I agree with Mr. Huynh, who posted his answer as I was composing mine.  I see nothing in the quoted portion of the bylaws which restricts the creation of committees to the board.  Absent such a restriction, or a provision granting the board the exclusive authority to manage the affairs of the society, the membership has the inherent authority to create committees.

Edited to add:  A bylaw provision granting the board the authority to do something is not an exclusive grant of that authority unless the provision, or some other bylaw provision, grants the board the exclusive authority in that regard.  Absent such a bylaw provision, the general membership also has the power to act.  The board is subservient to the general  membership and may not countermand actions of the membership.  See Official Interpretations 2006-12 and 2006-13 on the main website:  http://www.robertsrules.com/interp_list.html#2006_12

Edited March 29, 2019 at 04:05 PM by Richard Brown
Added last paragraph

[Josh Martin]

2 hours ago, J. Moore said:

Three days later, a Board member contacted the motion maker to say that the Board has the complete authority over the formation of committees and the Board thanks the member for her interest in this matter, but the committee formation is in abeyance.

Question:  Since a quorum was present and since no Board member objected and since the chair put the question to the assembly and allowed the vote, can the Board now deny the formation of the committee?

My understanding of RRO is that this is a legally formed committee and the Board may not overturn the decision of the assembly.  The Board appears to want to fight the establishment of this committee.  What recourse under RRO is there?

First, I think the board member is wrong, and that the statement that “Special committees may also be appointed by the Board to assist on particular projects.“ does not grant the board exclusive authority in this matter and does not prevent the membership from establishing its own committees. Therefore, the board cannot deny the formation of this committee, and could not do so even if a member had objected at the time.

Second, even if the formation of this committee was improper, the board may not overturn the decision of the membership. A Point of Order regarding a decision of the membership may only be addressed at a meeting of the membership.

As for recourse, I suppose the first step is to explain this to the board and see if they are willing to cooperate. If not, I would consider whether some or all of the board members need to be removed and replaced with those who can follow instructions.

In the long run, perhaps it is necessary to explicitly state in the bylaws that “Nothing in this section prevents the membership from appointing its own committees,” to protect against future stubborn board members.

Did the membership actually appoint the members of this committee? Or did they instruct the board to appoint them? If the members have already appointed them, I suggest the committee write its own letter back to the board member informing them that the membership does, in fact, have the authority to appoint its own committees and the committee will therefore continue in its duties, and that if the board has a problem with this, it can take it up with the membership at the membership’s next meeting.

Edited March 29, 2019 at 04:52 PM by Josh Martin

[Guest Zev]

At the next assembly meeting I would also move something like, "Resolved, that the Board surrender to the chairman the sign-up sheet for the special bylaws committee created at the last assembly."