Procedure to remove an appointed Standing committee chair

[Guest Kelly]

Is there a proper procedure to remove a standing committee chair when the organizational by-laws do not outline a procedure to follow?  Per our standing rules:

The president may:

5.   with approval of the Board of Directors shall appoint chairpersons to Standing and Special Committees (except the Nominating Committee);

6.   Serve as ex officio member of all committees except the Nominating Committee.

[Josh Martin]

3 hours ago, Guest Kelly said:

Is there a proper procedure to remove a standing committee chair when the organizational by-laws do not outline a procedure to follow?  Per our standing rules:

The president may:

5.   with approval of the Board of Directors shall appoint chairpersons to Standing and Special Committees (except the Nominating Committee);

6.   Serve as ex officio member of all committees except the Nominating Committee.

I think there is some ambiguity on this point and the organization will ultimately need to interpret its own rules on this matter. In the long run, it would be advisable to amend the bylaws to clarify this matter. RONR has the following to say on this point.

“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 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)

RONR does not directly address the situation of the President making appointments with approval of the board. It could perhaps be argued that it is comparable to the procedure of nominations by the chair (which is the paragraph c discussed above), in which event removing a chairman would be accomplished by the board rescinding or amending the motion to approve the appointment. This requires a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice. None of the other procedures for appointing committees discussed in RONR seem to fit at all, since the President is not acting alone, and paragraphs a, b, and e do not involve the President or chairman.

See also RONR, 11th ed., pgs. 588-591 for some principles of interpretation for bylaws.

Edited May 13, 2019 at 10:18 PM by Josh Martin

[Guest Kelly]

Thank you for your response.  I would agree that our bylaws and standing rules are open for interpretation on this matter and we are working to clarify situations just as this.

Based on your above determination, would the committee Chair (to be removed) be allowed to vote?   Their vote would not be counted to vote themselves in so my initial thought is that same rules would apply here (they vote would not count to keep said position)

[Atul Kapur]

The Chair should turn the chair over to another appropriate person while the motion is under consideration (p. 451-2). [ Ignore this sentence. I thought the decision was being made by the committee itself, rather than the Board. ]

He should abstain from voting. However, he cannot be compelled to refrain from voting (p. 407)

Edited May 15, 2019 at 05:36 AM by Atul Kapur
Correcting a mis-reading

[Josh Martin]

2 hours ago, Guest Kelly said:

Based on your above determination, would the committee Chair (to be removed) be allowed to vote?

Assuming that the matter is decided by vote of the board, and the committee chair is a member of the board, yes (although he should not do so).

2 hours ago, Guest Kelly said:

Their vote would not be counted to vote themselves in so my initial thought is that same rules would apply here (they vote would not count to keep said position)

If the person in question was a member of the board at the time of the motion to approve him, he would be able to vote on that motion as well.

1 hour ago, Atul Kapur said:

The Chair should turn the chair over to another appropriate person while the motion is under consideration (p. 451-2).

Could you clarify why you think the chairman should relinquish the chair in this situation? As I understand the facts, the assembly (if any) which would be voting on this matter would be the board, and the chairman of the board is not the person being removed from his position.

Edited May 15, 2019 at 04:06 AM by Josh Martin

[Atul Kapur]

1 hour ago, Josh Martin said:

Could you clarify why you think the chairman should relinquish the chair in this situation? As I understand the facts, the assembly (if any) which would be voting on this matter would be the board, and the chairman of the board is not the person being removed from his position.

I mis-read the OP and thought it was the committee itself that was making the decision. I have corrected my original post.

[Gary Novosielski]

14 hours ago, Atul Kapur said:

The Chair should turn the chair over to another appropriate person while the motion is under consideration (p. 451-2).

He should abstain from voting. However, he cannot be compelled to refrain from voting (p. 407)

I'm getting confused between the Chair of the committee, who is subject to removal, or the Chair of the board meeting considering that removal.

(OOps, this one was in the editor overnight.  It may be untimely.)