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Board Control Over Committee Output


Mike Phillips
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If the rules in RONR apply, the Nominating Committee reports to the general membership, not to the Board. The Board has only those powers granted to it by the membership in the bylaws.  So the Board would have no authority to approve or disapprove of the work of the Nominating Committee.  Elections are the business of the membership; the Board ordinarily has no say in the workings of an election, especially if the election is of their own members.

Gary Novosielski made the above statement in another thread, and it prompted this question. The organization appoints a committee to manage the bylaws and to make recommendations for changes and deletions. The committee delivers a final report to the board. Does the board have final say over which recommendations are submitted to the membership? I don't think the bylaws address the question.

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Was the committee appointed by the board or by the membership?

If it's a board committee, the report goes directly to the board and the board handles any resulting motions.

If it's an organization committee, the report goes directly to the membership and the membership handles any resulting motions.

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13 minutes ago, Mike Phillips said:

Gary Novosielski made the above statement in another thread, and it prompted this question. The organization appoints a committee to manage the bylaws and to make recommendations for changes and deletions. The committee delivers a final report to the board. Does the board have final say over which recommendations are submitted to the membership? I don't think the bylaws address the question.

Once again, in a typical organization, the general membership is the body authorized to consider changes to the bylaws.  The Board would have no role.  Since the organization appointed the committee, it reports to the organization, not the board.  If the Board appointed the committee, I would have to ask why, since the bylaws are outside their area of responsibility.

Your bylaws may vary.

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26 minutes ago, Gary Novosielski said:

Once again, in a typical organization, the general membership is the body authorized to consider changes to the bylaws.  The Board would have no role.  Since the organization appointed the committee, it reports to the organization, not the board.

I agree.

26 minutes ago, Gary Novosielski said:

If the Board appointed the committee, I would have to ask why, since the bylaws are outside their area of responsibility.

I disagree somewhat with this statement, as I believe the board does have a right to review the bylaws, either itself or by means of a committee, with an eye toward making proposing recommended bylaw changes to the membership. It is not at all unusual for proposed bylaw amendments to originate with the board of directors.

Edited by Richard Brown
Changed one word as indicated
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2 hours ago, Mike Phillips said:

The organization appoints a committee to manage the bylaws and to make recommendations for changes and deletions. 

I don’t quite understand what it means to “manage the bylaws.”

2 hours ago, Mike Phillips said:

The committee delivers a final report to the board.

Does the committee simply do this by custom or because it is required by the bylaws?

2 hours ago, Mike Phillips said:

Does the board have final say over which recommendations are submitted to the membership? I don't think the bylaws address the question.

I don’t think we have enough facts to answer this question.

2 hours ago, Benjamin Geiger said:

Was the committee appointed by the board or by the membership?

If it's a board committee, the report goes directly to the board and the board handles any resulting motions.

If it's an organization committee, the report goes directly to the membership and the membership handles any resulting motions.

I agree with the second two paragraphs, but I would note that the fact that a board appoints the members of a committee does not necessarily mean it is a committee of the board. It is not unusual for an organization to authorize the board, or even the President alone, to appoint members of committees of the organization.

Edited by Josh Martin
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8 hours ago, Richard Brown said:

I disagree somewhat with this statement, as I believe the board does have a right to review the bylaws, either itself or by means of a committee, with an eye toward making proposing recommended bylaw changes to the membership. It is not at all unusual for proposed bylaw amendments to originate with the board of directors.

Yes, I'll grant you that.   That's a comfortable distance away from the Board having final authority to determine what bylaws amendments the membership is permitted to consider.

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