Standing Committees (again)

[Dfredc]

On 5/9/2019 at 6:06 AM, Josh Martin said:

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.

This is my main objective at the moment (well other than removing the rouge chai of the standing committee), the assembly needs to amend the bylaws pertaining to standing committees, I see so many potential pitfalls in them - the membership issue being just one.

[Dfredc]

On 5/10/2019 at 6:01 AM, 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.

This is the truth, no one appointed them, The committees were created by a Bylaws amendment about two years ago (before I was a member of the organization) and the members of the assembly decided what committee they wanted to be on, they then elected their own chair. The Bylaws allowed the committees to write their own membership requirements (sigh) so no two committees have the same membership rules. Subsequently, volunteers were allowed to join the committees that they wanted to join.

I am pushing for a total repeal of the amendment but getting 2/3 vote on that may be tough. Ironically the organization ran just fine for its entire existence without standing committees and could easily do so again.

[Dfredc]

On 5/10/2019 at 7:58 PM, 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.

 

The Bylaws state that they must give a quarterly report the assembly at large (the whole of the members).

So, if I understand what you are saying because they report to the main assembly, the main assembly would be able to "amend their membership roster,  instruct them, discharge them from consideration of certain matters, and similar actions." What RONR citation could be used? And would this be just a simple motion for the assembly to consider and pass by majority vote?

[Dfredc]

On 5/11/2019 at 6:25 AM, Josh Martin said:

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.

The Executive Board suspended the committee in question citing this section of the Bylaws: "Section 2.Rules of Governance for Standing Committees: a) In addition to the above duties, each committee shall have the duty to carry out any directive of the Executive Board and/or [the main assembly], and no committee shall take any action without the approval granted in its charter or of the Executive Board or [the main assembly]. In the event of conflicting directives or approvals between these two bodies, the directives and approvals from the [the main assembly] shall stand."

The problem is that the rogue chair is ignoring the suspension claiming the board has no authority to do so. He is holding a monthly meeting of the committee 11 days before the next Quarterly Business meeting of the main assembly. My thinking was to attempt to remove him as chair at the committee meeting.

What a complete mess this is.

[Josh Martin]

16 hours ago, Dfredc said:

The Bylaws allowed the committees to write their own membership requirements (sigh) so no two committees have the same membership rules.

I agree that this is problematic, but in the interim, has the committee in question written anything concerning this subject?

16 hours ago, Dfredc said:

So, if I understand what you are saying because they report to the main assembly, the main assembly would be able to "amend their membership roster,  instruct them, discharge them from consideration of certain matters, and similar actions." What RONR citation could be used? And would this be just a simple motion for the assembly to consider and pass by majority vote?

I think there is no doubt that, so far as RONR is concerned, the parent assembly of a committee may “instruct them, discharge them from consideration of certain matters, and similar actions,” (and apparently your bylaws also provide as much, and also authorize the board to give instructions) but I disagree with Mr. Novosielski that the parent assembly of a committee has general authority to amend the committee’s membership roster. The relevant passages in RONR, as noted above, state that the appointing authority (which may or may not be the parent assembly) has the authority to remove and replace members of committees.

”Generally the term committee implies that, within the area of its assigned responsibilities, the committee has less authority to act independently for the society (or other constituting power) than a board is usually understood to have. Thus, if the committee is to do more than report its findings or recommendations to the assembly, it may be empowered to act for the society only on specific instructions; or, if it is given standing powers, its actions may be more closely subject to review than a board's, or it may be required to report more fully. Also, unlike most boards, a committee in general does not have regular meeting times established by rule; but meetings of the committee are called as stated on pages 499 and 501–502. Some standing committees, however—particularly in large state or national organizations—function virtually in the manner of boards, although not designated as such.” (RONR, 11th ed., pg. 490)

I would advise also reviewing what your bylaws say on this subject, since they seem to grant your standing committees extensive authority. Additionally, it should also be noted that the organization’s instructions may not conflict with the organization’s bylaws.

In any event, instructions may be given by majority vote, unless the instructions have the effect of amending or rescinding previous instructions, in which event a 2/3 vote, a majority of the entire membership, or a majority vote with previous notice notice is required. Discharging a committee requires the higher thresholds just mentioned, unless the committee has been instructed to report at a certain time and that time has passed, or if a partial report was just given, in which event a majority vote is sufficient.

Edited May 14, 2019 at 10:10 PM by Josh Martin

[Dfredc]

6 hours ago, Josh Martin said:

I agree that this is problematic, but in the interim, has the committee in question written anything concerning this subject?

These are the Bylaws of the committee pertaining to membership:

"This committee shall have a chair and a secretary elected by the committee members at its organizational meeting which will be held every two years after the

[main assembly] meeting has conducted business pursuant to Article XVIII of the [main assembly] Bylaws.

Membership in this committee is available to all [main assembly] members and board members of the [main assembly] and to all [volunteers that reside in the county] who affiliate solely with [the main assembly's goals].

who sign up to be a member at a meeting called by the [main assembly] Chair, or who attend the committee meetings monthly, or who participate in the committee's activities"

It's like they were created to intentionally horrible.

[Joshua Katz]

1 hour ago, Dfredc said:

affiliate solely

Hmm.

[Josh Martin]

2 hours ago, Dfredc said:

These are the Bylaws of the committee pertaining to membership:

Well, it was worth a shot. There doesn’t seem to be anything which will help with the current situation.

[Dfredc]

On 5/14/2019 at 3:10 PM, Josh Martin said:

Well, it was worth a shot. There doesn’t seem to be anything which will help with the current situation.

Lol, which is what I feared.

Thankfully a majority of the members see the problems created by the Article in our Bylaws that created the committees. Our task now is to sway a sufficient amount of those that remain to repeal the Bylaws amendment that created the Standing Committees (problems not just with the discussed committee but a number of them). Our organization survived just fine without them for decades, and I'm confident it can again.

Thank you, everyone, for your help, I appreciate it!

[Gary Novosielski]

7 hours ago, Dfredc said:

Lol, which is what I feared.

Thankfully a majority of the members see the problems created by the Article in our Bylaws that created the committees. Our task now is to sway a sufficient amount of those that remain to repeal the Bylaws amendment that created the Standing Committees (problems not just with the discussed committee but a number of them). Our organization survived just fine without them for decades, and I'm confident it can again.

Thank you, everyone, for your help, I appreciate it!

Technically you can't "repeal" or "rescind" a bylaws amendment.  You amend the bylaws again to make it say what you want.

[Dfredc]

1 hour ago, Gary Novosielski said:

Technically you can't "repeal" or "rescind" a bylaws amendment.  You amend the bylaws again to make it say what you want.

So, essentially we approve the Bylaws with the Standing Committees Article removed from them, correct.

[Richard Brown]

3 hours ago, Dfredc said:

So, essentially we approve the Bylaws with the Standing Committees Article removed from them, correct.

You can leave the standing committees in but change how people are appointed to the committees.  Your problem is this "self appointing" aspect.  Somebody.... some person or some group, such as the board... should appoint them.  The members of the committees can even be elected or approved by the membership. Then, per RONR, whoever has the power to appoint people to committees also has the power to remove them. You don't need to abolish standing committees, just give it some structure.

If you want to leave this "self appointing" aspect in place, then add a provision for how to remove committee members.  Personally, though, I think you should get rid of "self appointing" and provide that committee members are actually appointed (or selected or elected) by someone or some group:  The president, the board or the membership.  Appointment by the president, sometimes with approval of the board or membership, is probably the most common way of populating standing committees.

There is nothing wrong with the president asking for volunteers and then appointing all who volunteer, but at least they are actually appointed by someone who has the authority to also remove them.

[Atul Kapur]

4 hours ago, Dfredc said:

So, essentially we approve the Bylaws with the Standing Committees Article removed from them, correct.

The easiest thing is to move to Amend the bylaws striking out the Article that you want removed.

Analogous to the way I assume the Article was added: by a motion to Amend the bylaws by inserting the Article.

The problem with the way you propose is that it may open up the entire bylaws to further amendment at the meeting.

[Dfredc]

13 hours ago, Atul Kapur said:

The easiest thing is to move to Amend the bylaws striking out the Article that you want removed.

Analogous to the way I assume the Article was added: by a motion to Amend the bylaws by inserting the Article.

The problem with the way you propose is that it may open up the entire bylaws to further amendment at the meeting.

1

"Analogous to the way I assume the Article was added: by a motion to Amend the bylaws by inserting the Article." This is exactly how they were added to the Bylaws. Thank you for your help.

[Gary Novosielski]

On 5/17/2019 at 2:13 AM, Dfredc said:

So, essentially we approve the Bylaws with the Standing Committees Article removed from them, correct.

You could propose an amendment that strikes the Standing Committees Article, or changes only the problematic provisions of that article.  There's no need to treat it as a complete revision.  

My point was that the exact wording changes to be made must be stated in the proposed amendment.  It is not correct to simply say "Rescind the amendment of April 1st."

The logic is that Rescind cannot be used on a motion once it has been fully carried out.  Bylaws amendments are considered to be fully carried out as soon as they are adopted.

[BabbsJohnson]

On 5/7/2019 at 3:09 PM, Joshua Katz said:

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. 

If a member is to be disciplined, is it required to tell them why they are being disciplined?

If a non-member (or member) is removed from a committee, are they typically given a reason (is it required to give them a reason?)

[Guest Zev]

3 hours ago, .oOllXllOo. said:

If a member is to be disciplined, is it required to tell them why they are being disciplined?

For trial, a member is always given a copy of the charges against him so that he may prepare his defense. If it is a censure then the reason is probably stated in the motion itself.

3 hours ago, .oOllXllOo. said:

If a non-member (or member) is removed from a committee, are they typically given a reason (is it required to give them a reason?)

Simple courtesy seems to suggest giving a reason.

[Josh Martin]

33 minutes ago, Guest Zev said:

Simple courtesy seems to suggest giving a reason.

To be clear, however, it is not required.

[Richard Brown]

4 hours ago, .oOllXllOo. said:

If a non-member (or member) is removed from a committee, are they typically given a reason (is it required to give them a reason?)

 

44 minutes ago, Guest Zev said:

Simple courtesy seems to suggest giving a reason.

 

10 minutes ago, Josh Martin said:

To be clear, however, it is not required.

I agree with Mr. Martin. While it might be nice to give a reason and might frequently be done, it is not required. I'm thinking that more often than not a reason is probably not given.

[Dfredc]

On 5/18/2019 at 12:36 PM, Gary Novosielski said:

The logic is that Rescind cannot be used on a motion once it has been fully carried out.  Bylaws amendments are considered to be fully carried out as soon as they are adopted.

Thank you! This clears it up nicely for me.