Removing a committee chair

[Jayadev]

In our not for profit organization we have the following rule: " The President‐elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year." The new committee chairs take charge  from Jan 1 of the following year. We are total 16 trustees in the board. I wonder if we want to remove one of the chairs from the respective committee what is the procedure and how many votes we need. Thanks in advance

Jay

[Josh Martin]

18 minutes ago, jay said:

In our not for profit organization we have the following rule: " The President‐elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year." The new committee chairs take charge  from Jan 1 of the following year. We are total 16 trustees in the board. I wonder if we want to remove one of the chairs from the respective committee what is the procedure and how many votes we need. Thanks in advance

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 (especially when none of these persons are actually in office yet). 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 June 10, 2019 at 06:53 PM by Josh Martin

[Dan Honemann]

It seems to me that the method of appointment described by Jay most closely resembles the method described in (c) on pages 494-95, as discussed in Mr. Martin's response. 

[Jayadev]

 My sincere thanks to Josh Martin    and  Daniel H. Honemann  for your valuable answers

Jay  

[Gary Novosielski]

On 6/10/2019 at 2:34 PM, jay said:

In our not for profit organization we have the following rule: " The President‐elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year." The new committee chairs take charge  from Jan 1 of the following year. We are total 16 trustees in the board. I wonder if we want to remove one of the chairs from the respective committee what is the procedure and how many votes we need. Thanks in advance

Jay

It seems to me that there is no need to remove any committee chairs.  Since the President-Elect appoints all the chairs, all that is necessary is to appoint someone else rather than reappointing the one in question.  It looks like the board must approve (or disapprove) of the President-Elect's choices, which would be done with a majority vote.

[Dan Honemann]

32 minutes ago, Gary Novosielski said:

It seems to me that there is no need to remove any committee chairs.  Since the President-Elect appoints all the chairs, all that is necessary is to appoint someone else rather than reappointing the one in question.  It looks like the board must approve (or disapprove) of the President-Elect's choices, which would be done with a majority vote.

I don't see any need to remove any committee chair's either, but Jay asks how to go about doing it if the need (or desire) to do so should arise.

[Josh Martin]

2 hours ago, Gary Novosielski said:

It seems to me that there is no need to remove any committee chairs.  Since the President-Elect appoints all the chairs, all that is necessary is to appoint someone else rather than reappointing the one in question.  It looks like the board must approve (or disapprove) of the President-Elect's choices, which would be done with a majority vote.

My understanding was that the question was how to remove a committee chairman during the year.

[Gary Novosielski]

7 hours ago, Daniel H. Honemann said:

I don't see any need to remove any committee chair's either, but Jay asks how to go about doing it if the need (or desire) to do so should arise.

 

5 hours ago, Josh Martin said:

My understanding was that the question was how to remove a committee chairman during the year.

Ah, okay, I understood it to mean coinciding with the reorganization of committees.  If it's during the year, Mr. Martin's response was apropos.  If it is a case of wishing not to confirm one of the president's appointees, the simplest way is, when the confirmation motion comes up, simply voting down that motion and, if necessary, first demanding a Division of the motion if all the names are moved at once.

[smb]

I was going to ask a question in a new thread, but since it relates to this discussion -- and in particular, Mr. Martin's comments quoted below, figured I would try here first.

"RONR does not directly address the situation of the President making appointments with approval of the board (especially when none of these persons are actually in office yet). 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.

I concur with his reasoning -- the question is whether the same would apply to a nonprofit Board of Directors, which is essentially the "assembly", rather than a committee?

  The bylaws provide that in case of a vacancy, the President appoints a replacement "subject to confirmation by the Board of Directors."  The President now wants to remove a director he named to fill a vacancy and believes he has unilateral authority to do so because it was his "appointment."  The Board disagrees, saying it was their appointment and he simply "nominated" someone.  The President responded that nominations are used when there are elections; this wasn't an election -- it was his appointment and they had no power to do anything other than accept or reject. [I.e., they could not open the floor to further nominations and "elect" someone else.]  A lot of semantics going around with no authority, including RONR, clearly on point.  But Mr. Martin's logic makes sense to me and I see no reason not to apply it to this circumstance as well as a committee.

Is there any reason why we should consider a Board differently than a committee in this context?

 

[Josh Martin]

2 hours ago, smb said:

I was going to ask a question in a new thread, but since it relates to this discussion -- and in particular, Mr. Martin's comments quoted below, figured I would try here first.

"RONR does not directly address the situation of the President making appointments with approval of the board (especially when none of these persons are actually in office yet). 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.

I concur with his reasoning -- the question is whether the same would apply to a nonprofit Board of Directors, which is essentially the "assembly", rather than a committee?

  The bylaws provide that in case of a vacancy, the President appoints a replacement "subject to confirmation by the Board of Directors."  The President now wants to remove a director he named to fill a vacancy and believes he has unilateral authority to do so because it was his "appointment."  The Board disagrees, saying it was their appointment and he simply "nominated" someone.  The President responded that nominations are used when there are elections; this wasn't an election -- it was his appointment and they had no power to do anything other than accept or reject. [I.e., they could not open the floor to further nominations and "elect" someone else.]  A lot of semantics going around with no authority, including RONR, clearly on point.  But Mr. Martin's logic makes sense to me and I see no reason not to apply it to this circumstance as well as a committee.

Is there any reason why we should consider a Board differently than a committee in this context?

The caveat that should be taken into account for board members is that board members are officers, and therefore formal disciplinary procedures might be required to remove a board member, depending on how the term of office is worded. Beyond that, it seems to me that what I said above would be equally applicable to board members appointed in a similar manner.

In the long run, I suggest that the society amend its bylaws to clarify this matter.

[Gary Novosielski]

I believe when a person is elected, appointed, confirmed, or succeeds to an office with a specified term of office in the bylaws, or to an unexpired portion of such a term, that once in office, they cannot be removed except by the same method(s) that would apply to anyone else in such an office. 

No special distinction is attached to their tenure as a result of the method by which they came to hold the office.