Standing Committees (again)

[Dfredc]

As questions arise I seem to need more help/understanding.

>Our Bylaws allow non-members to be on standing committees and for some (not all) of the committees to allow a non-member of the organization to be a Chair of the committee (voted on by members of the committee).

The Bylaws have a Code of Conduct and expect it's members and Executive Board to follow them, giving specific procedures to take if a member or an e-board member is going to be disciplined for failure to follow the Code.

Can the assembly discipline a committee chair if he/she violates the Code of conduct? They aren't members of the society... or are they by virtue of holding the position of the Chair of a standing committee (ex-officio)?

[Joshua Katz]

2 minutes ago, Dfredc said:

As questions arise I seem to need more help/understanding.

 

Feel free to come back as often as you like.

2 minutes ago, Dfredc said:

The Bylaws have a Code of Conduct and expect it's members and Executive Board to follow them, giving specific procedures to take if a member or an e-board member is going to be disciplined for failure to follow the Code.

 

Sounds good.

3 minutes ago, Dfredc said:

 Can the assembly discipline a committee chair if he/she violates the Code of conduct? They aren't members of the society... or are they by virtue of holding the position of the Chair of a standing committee (ex-officio)?

Ordinary societies cannot discipline non-members. However, they can certainly be removed from the committee, not by the disciplinary procedures in your bylaws but by any procedure in your bylaws (or other rules) for removing committee members, and if none, then by rescinding their committee appointment. 

[Richard Brown]

Even if they can't be disciplined, they can be subject to a motion of censure.

[Joshua Katz]

Agreed. 

[Dfredc]

8 hours ago, Joshua Katz said:

 and if none, then by rescinding their committee appointment. 

 

The standing committee's section of our Bylaws is a real mess if you ask me, that aside, there are no procedures outlined for removing a committee chair. The chairs weren't appointed or selected by the society (I know, rolling my eyes) but were elected by the committees themselves (which are a mix of members and non-members of the society). So, in this case, how would we on the committee move forward to remove the chair? Would a simple motion suffice, and take a vote? "Move to remove Joe Smith as Chairman and elect a new chair?" This current chair in the past has just ignored motions and threatened to "remove" anyone from the meeting that disrupts. Believe me when I say there have been no disruptions other than disagreeing with his actions (he thinks he *is* the committee and has made decisions without even consulting the rest of us). Since he was elected the membership of the committee has grown and the new numbers are no longer in his favor. It's been frustrating, to say the least.

[Guest Zev]

20 minutes ago, Dfredc said:

...but were elected by the committees themselves.

Move to Rescind the election of that person as chairman. An alternative would be that since that person was appointed by the assembly get a friend that is a member of the assembly to move that the appointment itself be rescinded, or if you are a member of the assembly you can do it yourself. If this person is removed then the committee would be forced to elect a new chairman. Problem solved.

[Richard Brown]

As Mr. Katz stated in his first response, committee members can generally be removed in the same way they were appointed. If they were appointed by the membership, they can be removed by the membership, generally by means of the motion to amend or rescind something previously adopted. How and by whom was this member appointed to the committee?

[Rob Elsman]

Mr. Brown, the original poster indicates that the standing committee elected the chairman, seemingly overreaching its authority, if RONR has the controlling rule.

 

Edited May 8, 2019 at 01:33 PM by reelsman

[Richard Brown]

1 hour ago, reelsman said:

Mr. Brown, the original poster indicates that the standing committee elected the chairman, seemingly overreaching its authority, if RONR has the controlling rule.

I don't think we can say that having the committee elects its chairman violates any rules without knowing how the committee was set up and what, if anything, the motion or bylaw provision creating the committee says about the selection of its chairman.  Having committees elect their chairmen is a rather common practice and is specifically authorized by the following language on page 176:

If the committee is named by a power other than the chair (such as the assembly or the executive board), the body that elects the committee members has the power, at the time the appointments are made, to designate any one of them as chairman. If a chairman is not designated when the committee is appointed, the committee has the right to elect its own chairman.

  What rule in RONR prohibits a committee from electing its chairman?  It seems to be expressly permitted.

[Joshua Katz]

Since the committee elected the chair, it seems easier to me to just remove the person from the committee altogether, requiring the committee to select a new chair, than to figure out a device for removing him as chair while allowing him to remain on the committee.

[Richard Brown]

30 minutes ago, Joshua Katz said:

Since the committee elected the chair, it seems easier to me to just remove the person from the committee altogether, requiring the committee to select a new chair, than to figure out a device for removing him as chair while allowing him to remain on the committee.

I agree.  That is my suggestion, as well.

[Rob Elsman]

Mr. Brown has convincingly cited RONR to show my previous reply to have been in error. Not only have I stricken through the error, I have also humbly eaten my shoe. Thank you, Mr. Brown, for your reply.

[Dfredc]

6 hours ago, Joshua Katz said:

Since the committee elected the chair, it seems easier to me to just remove the person from the committee altogether, requiring the committee to select a new chair, than to figure out a device for removing him as chair while allowing him to remain on the committee.

The committee did indeed elect the chair.

How could one go about removing someone from the committee? Does the Executive Board have the power to do this or do the members of the committee vote to just remove him from the committee and thus vacate the chair?

I suspect if he was removed as the chair he would stomp off of the committee in a huff. This position is the only thing tying him to the organization right now, and his ego. He has stated to me in a personal email within the past month that he will no longer attend the organization's events or financially donate to it... then he showed up at the committee meeting to elect a chair and got elected by 3 votes.

[Rob Elsman]

Mr. Brown seems to have laid out the options rather well, huff or no huff.

[Joshua Katz]

14 minutes ago, Dfredc said:

How could one go about removing someone from the committee? Does the Executive Board have the power to do this or do the members of the committee vote to just remove him from the committee and thus vacate the chair?

 

He can be removed by the body which appointed him to the committee which, if I understand correctly, is the assembly, by the motion to rescind or amend something previously adopted. If there is a practical problem with that, whether the board can do so or not will depend on the powers granted to the board. What do your bylaws say about that? Almost certainly, the committee cannot vote him off the island, so to speak.

16 minutes ago, Dfredc said:

I suspect if he was removed as the chair he would stomp off of the committee in a huff.

However, it seems to me that he cannot be removed as chair (except by action of the committee) without removing him from the committee. That is, if the committees have the authority to select their chairs, the assembly cannot reach in and change the chair without changing the membership. In any case, such is life. (If, on the other hand, the committee selected the chair simply because the assembly, in appointing the committee, was silent, perhaps more can be done - or, I guess, less can be done.)

 

17 minutes ago, Dfredc said:

This position is the only thing tying him to the organization right now, and his ego.

Personally, I would not appoint someone to a committee under those circumstances. 

 

18 minutes ago, Dfredc said:

He has stated to me in a personal email within the past month that he will no longer attend the organization's events or financially donate to it... then he showed up at the committee meeting to elect a chair and got elected by 3 votes.

I guess the assembly, or whoever, will need to decide how much his money is worth then.

[Dfredc]

Quote

However, it seems to me that he cannot be removed as chair (except by action of the committee) without removing him from the committee. That is, if the committees have the authority to select their chairs, the assembly cannot reach in and change the chair without changing the membership. In any case, such is life. (If, on the other hand, the committee selected the chair simply because the assembly, in appointing the committee, was silent, perhaps more can be done - or, I guess, less can be done.)

 

This is most helpful, thank you! Since he was elected by the committee (not appointed by the assembly) then the only way to remove him would be for the committee itself to do so, i.e. make a motion to remove him as chair and elect someone else, correct?

OR for the assembly to amend the Bylaws of the organization (prior notice, 2/3 to pass?) to require that only members of the organization can be chairman of committees.

Am I seeing this correctly?

[Josh Martin]

2 hours ago, Dfredc said:

How could one go about removing someone from the committee? Does the Executive Board have the power to do this or do the members of the committee vote to just remove him from the committee and thus vacate the chair?

Who elected or appointed the members of the committee?

1 hour ago, Dfredc said:

This is most helpful, thank you! Since he was elected by the committee (not appointed by the assembly) then the only way to remove him would be for the committee itself to do so, i.e. make a motion to remove him as chair and elect someone else, correct?

I think it matters how it came to pass that the committee is electing its own chairman to begin with. If the committee is authorized to do so by the organization’s rules, then short of amending those rules, only the committee would remove the chairman.

On the other hand, if the committee elected its chairman simply because the assembly failed to specify a chairman, then I think the parent assembly could remove the chair, and instruct the committee to elect a new chair (or even elect a new chair itself).

1 hour ago, Dfredc said:

OR for the assembly to amend the Bylaws of the organization (prior notice, 2/3 to pass?) to require that only members of the organization can be chairman of committees.

Well, yes, I guess you could do that too.

[Dfredc]

6 hours ago, Josh Martin said:

Who elected or appointed the members of the committee?

 

The members of the committee are self-selected (if that's a term) the Bylaws created the standing committees (Bylaws amendment about two years ago created them) and they are open to any member of the organization and any interested volunteers. The bylaws allow the committees to create their own rules on their own committees for their standing committee for membership requirements. The committee in question's membership rules that you have to attend one meeting and sign up to be a member. Then you are a member at the next meeting.

The committees are instructed by the organization Bylaws to "reorganize every two years" electing a new chairman and secretary.

Quote

If the committee is authorized to do so by the organization’s rules, then short of amending those rules, only the committee would remove the chairman.

 

This would be the case.

So the committee itself will need to remove the chair. Would the motion be " I move to remove [name of chair] as chair and elect a new chairman?"

[Josh Martin]

8 hours ago, Dfredc said:

The members of the committee are self-selected (if that's a term) the Bylaws created the standing committees (Bylaws amendment about two years ago created them) and they are open to any member of the organization and any interested volunteers.

Based on these facts, I am not entirely certain how members would be removed from the committees. So far as RONR is concerned, the assembly itself appoints its committees, unless it delegates this task to another person or body. Additionally, many organizations provide in their rules that the board or the President are authorized to appoint the society’s committees. RONR does not discuss the possibility of committee members being “self-selected.”

I would think that it would at least be possible to remove persons from the committees through formal disciplinary procedures, since members may even be removed from the society itself through such procedures, but I am not certain what other means (if any) would be available to remove members of a committee who have been “self-selected.”

It would be prudent to amend the bylaws to provide a different method for appointing committee members, or in the alternative, at least provide a method for removing committee members.

8 hours ago, Dfredc said:

So the committee itself will need to remove the chair. Would the motion be " I move to remove [name of chair] as chair and elect a new chairman?"

Yes, I think so.

[Joshua Katz]

15 minutes ago, Josh Martin said:

I would think that it would at least be possible to remove persons from the committees through formal disciplinary procedures, since members may even be removed from the society itself through such procedures, but I am not certain what other means (if any) would be available to remove members of a committee who have been “self-selected.”

 

I'm not sure either (I was waiting for you to say something, to be honest) but I will venture a guess that it could be done without disciplinary proceedings in the case of a non-member who self-selects onto the committee. (I'm not sure why non-members would do that, but it seems they do.) Regardless of the self-selecting nature, it seems to me, it remains the right of the assembly to approve, or not, when a non-member is part of a committee. In this unusual case, I would say that silence equals approval, but I would think the assembly could still, by means of a main motion, say that it does not want a particular non-member on the committee. I'm not sure of that, it's just how it looks to me at a glance.

[Josh Martin]

5 hours ago, Joshua Katz said:

I'm not sure either (I was waiting for you to say something, to be honest) but I will venture a guess that it could be done without disciplinary proceedings in the case of a non-member who self-selects onto the committee. (I'm not sure why non-members would do that, but it seems they do.) Regardless of the self-selecting nature, it seems to me, it remains the right of the assembly to approve, or not, when a non-member is part of a committee. In this unusual case, I would say that silence equals approval, but I would think the assembly could still, by means of a main motion, say that it does not want a particular non-member on the committee. I'm not sure of that, it's just how it looks to me at a glance.

I don’t know that nonmembers should be treated any differently in this regard. At least so far as I am aware, RONR does not have a general “right of the assembly to approve, or not, when a non-member is part of a committee.” What RONR says in this regard is the following:

“A standing or special committee may include, or even have as its chairman, one or more persons who are not members of the assembly or the society; but if the chair appoints the committee, the names of all such nonmembers being appointed must be submitted to the assembly for approval, unless the bylaws or the motion to appoint the committee specifically authorizes the presiding officer to appoint nonmembers (see also pp. 492–93, 495–96).” (RONR, 11th ed., pgs. 174-175)

The rule in question refers to a case in which the chair appoints the committee, which is not the situation here. Additionally, even if it were concluded that this rule may also be applied to a situation in which committee members are “self-selected,” which I think is a stretch, it seems to me that the latter part of the rule (which notes that approval is not required if the bylaws or motion specifically authorizes nonmembers to be appointed) would also apply here, since we are told the bylaws specifically provide that the committee is “open to any member of the organization and any interested volunteers.”

[Gary Novosielski]

On 5/8/2019 at 3:43 PM, Dfredc said:

How could one go about removing someone from the committee? Does the Executive Board have the power to do this or do the members of the committee vote to just remove him from the committee and thus vacate the chair?

Was it the executive board that appointed the members of the committee in the first place?  If so, then they have the power to amend their selection by removing one or more of the members they appointed.  If the general membership appointed the committee, then they have the power to "un-appoint".  If its the president, then it's the president.

As a general rule, the power to appoint carries with it the power to remove.  (An exception would occur in the case of appointing someone to a position with a fixed term of office, but that seems not to be applicable in this case.)

In general, committees do not have the power to vote people off the committee; they need to report such a recommendation to whatever body appointed them.

Edited May 10, 2019 at 02:52 AM by Gary Novosielski

[Richard Brown]

10 hours ago, Gary Novosielski said:

Was it the executive board that appointed the members of the committee in the first place? 

I think if you go back and reread the entire thread you will see that the original poster made it clear that no one appointed these members to the committee but the the committee is essentially self appointed by people volunteering to be on the committee. That is the problem with removing members. We are not aware that anyone appointed them.

[Gary Novosielski]

 

 

 

2

13 hours ago, Richard Brown said:

I think if you go back and reread the entire thread you will see that the original poster made it clear that no one appointed these members to the committee but the the committee is essentially self appointed by people volunteering to be on the committee. That is the problem with removing members. We are not aware that anyone appointed them.

Well, failing a clear answer on who appointed them, do we at least know to whom they report?  I'd take that as an indication of what body may amend their membership roster,  instruct them, discharge them from consideration of certain matters, and similar actions.

[Josh Martin]

10 hours ago, Gary Novosielski said:

Well, failing a clear answer on who appointed them, do we at least know to whom they report?  I'd take that as an indication of what body may amend their membership roster,  instruct them, discharge them from consideration of certain matters, and similar actions.

They seem to report to the general membership. I have no disagreement that this means the membership may “instruct them, discharge them from consideration of certain matters, and similar actions.“

The part about amending the membership roster is less clear. RONR says the following about removing members of committees.

”Unless the bylaws or other governing rules provide otherwise (see pp. 497, 653), the appointing authority has the power to remove or replace members of the committee: If a single person, such as the president, has the power of appointment, he has the power to remove or replace a member so appointed; but if the assembly has the power of selection, removal or replacement can take place only under rules applicable to the motions to Rescind or Amend Something Previously Adopted (see p. 497).” (RONR, 11th ed., pg. 177)

”Unless the bylaws or other governing rules expressly provide that committee members shall serve ". . . and until their successors are chosen" or for a fixed period, as ". . . for a term of two years" (in which case the procedure for their removal or replacement is the same as that for officers described on p. 654), committee members (including the chairman) may be removed or replaced as follows: If appointment was as provided in paragraphs (a), (b), (c), or (e) above, the removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something is Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see p. 177).” (RONR, 11th ed., pg. 497)

So RONR has no clear answer on how committee members are removed in the situation described here, since there is no appointing authority. The OP seems to think the current situation will be resolved by simply removing the committee’s chairman (which the committee can do, since it elects the chairman). In the long run, the bylaws should be amended to change how committee members are appointed, or alternatively, to provide a method for removal. If the organization wishes to remove committee members prior to that time, it will be a question of bylaws interpretation.

Edited May 11, 2019 at 01:27 PM by Josh Martin