Where do I start???

[BenG]

Hey everyone, I am part of a religious organization's Board of Directors (13 total) and we are running into some issues of power and authority of the President, directors, and a committee Chair. I am very new to this, have read a complete guide to Roberts Rules of Order by Richard Mills and have done some research but somethings I still need help with.

First of all, simple question (and sorry if it should be obvious to me.), to be bound by Robert's Rules of Order, do we need to have this listed in our bylaws? Or do we need to list the specific Rules of Order in our bylaws that we follow?

The basic issue is one of the committee Chairs is trying to dictate requirements to other committee's and members without going back to the other committee members (5 total including the Chair), and getting the President involved. Our self elected Parliamentarian is saying the committee Chairs and President basically have dictatorial authority and their word is law. For example the Chairperson in question is saying they can just submit a report to the President for our annual meeting without getting review and approval of the other committee members. Is my interpretation correct of Article IX, section 52 "The committee's report can contain only that which has been agreed to by a majority vote at a meeting..." in that it has to be presented at a meeting and voted on?

These are the basic high points as these might answer some other questions I have. Help is appreciated. Thanks.

[Joshua Katz]

21 minutes ago, BenG said:

I am very new to this, have read a complete guide to Roberts Rules of Order by Richard Mills and have done some research but somethings I still need help with.

You might find it helpful to purchase the actual book, in the 11th edition, or wait for the 12th.

21 minutes ago, BenG said:

First of all, simple question (and sorry if it should be obvious to me.), to be bound by Robert's Rules of Order, do we need to have this listed in our bylaws? Or do we need to list the specific Rules of Order in our bylaws that we follow?

 

Typically, a parliamentary authority is selected in the bylaws. If one is not, it can be adopted by a lower-ranking rule. But if you wish to be bound by RONR, you'll have to say so somewhere, and it belongs in the bylaws. See the sample bylaws in RONR for suggested language. No, you do not need to (nor should you) list the specific rules of order you'll follow. But you might, in your special rules of order, indicate the ways in which you will not follow RONR, and will instead follow customized rules.

If you have not adopted a parliamentary authority, you might find RONR a useful guide, but enforcing it will be difficult.

24 minutes ago, BenG said:

The basic issue is one of the committee Chairs is trying to dictate requirements to other committee's and members without going back to the other committee members (5 total including the Chair), and getting the President involved.

I would think those recommendations could be safely ignored.

24 minutes ago, BenG said:

Our self elected Parliamentarian is saying the committee Chairs and President basically have dictatorial authority and their word is law.

Your self elected Parliamentarian (what does that mean?) is incorrect.

 

24 minutes ago, BenG said:

For example the Chairperson in question is saying they can just submit a report to the President for our annual meeting without getting review and approval of the other committee members.

The chairperson in question is incorrect. The report should be adopted at a committee meeting. If that cannot happen, a report can be adopted by unanimous consent of the committee members outside of a meeting - i.e. by each and every committee member agreeing to its contents.

26 minutes ago, BenG said:

Is my interpretation correct of Article IX, section 52 "The committee's report can contain only that which has been agreed to by a majority vote at a meeting..." in that it has to be presented at a meeting and voted on?

See above.

 

[Richard Brown]

40 minutes ago, BenG said:

Is my interpretation correct of Article IX, section 52 "The committee's report can contain only that which has been agreed to by a majority vote at a meeting..." in that it has to be presented at a meeting and voted on?

I don't know what book you are referring to, but it is not the current 11th edition of RONR.  Are you perhaps referring to the 100 year old 4th edition which is out of copyright and is the only version available online?   RONR does not have "Articles".  I has chapters and Sections. Chapter IX is about motions that bring a question back before the assembly.  Perhaps coincidentally, section 52 is about the Committee of the Whole and its alternate forms.  It is not about regular committees, though.

Agreeing with Mr. Katz, I suggest you get a copy of "The Right Book", the 11th edition of Robert's Rules of Order Newly Revised.  It's 716 numbered pages plus about 100 unnumbered pages.  Or you can wait until late August or September and purchase the 12th edition which is due out then. You can pre-order it on Amazon.  (A new edition is published about every ten years).

[BenG]

Mr. Katz and Mr. Brown,

Excellent thank you. This definitely helps. I am ordering "The Rigth Book" today if I cannot find it locally. You are right I must have been look at a way out of date revision!

To clarify, technically if our bylaws do not mention RONR, then the organization does not follow them? So we would need to update our bylaws? Also, do we need to list authority of the Chair and President etc in the bylaws? The only things listed currently are:

Section 4. POWERS. The Directors shall determine policy regarding the management and control of the property and affairs of the Corporation (but solely in furtherance of the purposes of the Corporation). The Directors are hereby vested with all of the powers and authority of the Corporation itself, so far as not inconsistent with law, the Articles of Incorporation, or these Bylaws.

Section 4. DUTIES OF THE PRESIDENT. The president shall be the chief executive officer of the Corporation, shall preside at all meetings of the of the Assembly and of the Board of Directors and shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the board of directors are carried into effect. The President shall execute bonds, mortgages, deeds and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the Corporation.

 

Any advice on where to start as our President is backing the Chair and the other members are not correcting the President thinking he can do whatever he wants?

Thanks again, this is extremely helpful.

[Josh Martin]

5 hours ago, BenG said:

To clarify, technically if our bylaws do not mention RONR, then the organization does not follow them?

If RONR is not adopted in your bylaws, or otherwise adopted by the same vote required to adopt a special rule of order, the organization is not bound to follow RONR. It might still follow RONR by custom.

"A deliberative assembly that has not adopted any rules is commonly understood to hold itself bound by the rules and customs of the general parliamentary law—or common parliamentary law (as discussed in the Introduction)—to the extent that there is agreement in the meeting body as to what these rules and practices are. Most assemblies operate subject to one or more classes of written rules, however, that the particular body—or, sometimes, a higher authority under which it is constituted—has formally adopted." (RONR, 11th ed., pg. 3)

"The usual and preferable method by which an ordinary society now provides itself with suitable rules of order is therefore to place in its bylaws a provision prescribing that the current edition of a specified and generally accepted manual of parliamentary law shall be the organization's parliamentary authority, and then to adopt only such special rules of order as it finds needed to supplement or modify rules contained in that manual. However, if the bylaws of a society do not designate a parliamentary authority, one may be adopted by the same vote as is required to adopt a special rule of order, although it is preferable to amend the bylaws." (RONR, 11th ed., pg. 16)

"Although it is unwise for an assembly or a society to attempt to function without formally adopted rules of order, a recognized parliamentary manual may be cited under such conditions as persuasive. Or, by being followed through long-established custom in an organization, a particular manual may acquire a status within the body similar to that of an adopted parliamentary authority." (RONR, 11th ed., pg. 17)

5 hours ago, BenG said:

So we would need to update our bylaws?

You do not technically "need" to, but it would be highly advisable.

5 hours ago, BenG said:

Also, do we need to list authority of the Chair and President etc in the bylaws?

You need to list the authority that you want them to have. The only power that RONR grants the President is to preside at meetings. If you want them to have more power than that, you would need to specify that in the bylaws. So you'll need to determine whether the powers you have granted to the President are sufficient (and sufficiently detailed). Alternately, you might need to determine whether you've given the President too much power.

The board also only has the authority granted to it by the bylaws, but I think you have the board pretty well covered, since the board is "hereby vested with all of the powers and authority of the Corporation itself, so far as not inconsistent with law, the Articles of Incorporation, or these Bylaws."

5 hours ago, BenG said:

Any advice on where to start as our President is backing the Chair and the other members are not correcting the President thinking he can do whatever he wants?

The members who think that are clearly wrong. While your bylaws grant the President certain powers, he is still clearly subordinate to the board. For example, the bylaws provide that the President "shall see that all orders and resolutions of the board of directors are carried into effect." I also don't see anything in the President's powers which would indicate they "basically have dictatorial authority and their word is law."

I don't think your bylaws are the problem in this regard. The problem is the President. If he continues to think "he can do whatever he wants," fire him and get a new President. See FAQ #20.

Edited July 22, 2020 at 04:39 PM by Josh Martin

[Richard Brown]

@BenG  The preferred wording for adopting RONR as your parliamentary authority in your bylaws is on page 588 in the sample bylaws.  It reads as follows:

Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

I suggest you not tinker with the language and use it verbatim.  Similar language can be used if the parliamentary is adopted as a special rule of order, but instead of "not inconsistent with THESE bylaws", change it to "not inconsistent with THE bylaws". 

[Richard Brown]

@BenG  You might also take a look at the information on the main website here for guidance on adopting  RONR as your parliamentary authority:   https://robertsrules.com/authority.html

 

[BenG]

 

20 hours ago, Josh Martin said:

The members who think that are clearly wrong. While your bylaws grant the President certain powers, he is still clearly subordinate to the board. For example, the bylaws provide that the President "shall see that all orders and resolutions of the board of directors are carried into effect." I also don't see anything in the President's powers which would indicate they "basically have dictatorial authority and their word is law."

I don't think your bylaws are the problem in this regard. The problem is the President. If he continues to think "he can do whatever he wants," fire him and get a new President. See FAQ #20.

Josh, thanks alot. This is in our bylaws about the removal of a Director. That would mean we would need to call a meeting with removal on the agenda?

Section 2. REMOVAL. Directors may be removed from office with or without cause by the Assembly membership at a meeting called at least in part for the purpose of considering removal. Said meeting may be called upon affirmative vote of the members entitled to vote upon the election of the Director or Directors proposed to be removed. Removal may be effected with cause only after reasonable notice to each Director proposed to be removed and the opportunity to be heard by the body proposing removal. A Director may be suspended by a majority of the Board of Directors, for cause, pending action by the membership.

What would be the process to remove or replace a Chair of a committee? I just see that if the Board does not select a chair of a committee then it is the senior member or the committee can chose it's own. In the last committee meeting of the problem committee, the old chair resigned and another member stood up and said they would do it. We never officially voted on it or made a motion to appoint them as Chair. So does this mean they aren't really Chair? For sake of argument, if they are Chair, do we simply need to call a meeting and vote a new Chair? There is nothing in the bylaws about this, or this committee so I'm assuming it would qualify as a Special Committee as it is not listed as a Standing Committee?

 

17 hours ago, Richard Brown said:

@BenG  The preferred wording for adopting RONR as your parliamentary authority in your bylaws is on page 588 in the sample bylaws.  It reads as follows:

Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

I suggest you not tinker with the language and use it verbatim.  Similar language can be used if the parliamentary is adopted as a special rule of order, but instead of "not inconsistent with THESE bylaws", change it to "not inconsistent with THE bylaws". 

Richard, awesome, thank you. Great suggestion. It looks very clean and effective.

On 7/21/2020 at 9:08 PM, Joshua Katz said:

On 7/21/2020 at 8:41 PM, BenG said:

The basic issue is one of the committee Chairs is trying to dictate requirements to other committee's and members without going back to the other committee members (5 total including the Chair), and getting the President involved.

I would think those recommendations could be safely ignored.

Man, I wish it was that easy! Our President is currently backing them up so that's a problem....

[Josh Martin]

6 hours ago, BenG said:

This is in our bylaws about the removal of a Director. That would mean we would need to call a meeting with removal on the agenda?

Section 2. REMOVAL. Directors may be removed from office with or without cause by the Assembly membership at a meeting called at least in part for the purpose of considering removal. Said meeting may be called upon affirmative vote of the members entitled to vote upon the election of the Director or Directors proposed to be removed. Removal may be effected with cause only after reasonable notice to each Director proposed to be removed and the opportunity to be heard by the body proposing removal. A Director may be suspended by a majority of the Board of Directors, for cause, pending action by the membership.

Since the bylaws provide that "Directors may be removed from office with or without cause by the Assembly membership at a meeting called at least in part for the purpose of considering removal," it would appear that a special meeting of the Assembly must be called and the removal of the director(s) in question must be one of the items listed in the call.

The fact that the item must included in the call of the meeting does not necessarily mean the item must be listed on the agenda, or even that there will be an agenda. An agenda is a list of the classes of business and particular items of business, in a particular order (and possibly with certain times assigned to particular items of business). An agenda is generally adopted when the standard order of business or a special order of business is not applicable for the meeting.

A special meeting may only consider the items listed in the call. As a result, an agenda is probably unnecessary if a special meeting is called for a single item of business, since the order in which the business would be considered is pretty obvious in such a case. If a special meeting is called for multiple items of business, it is conceivable that an agenda would be desirable.

Finally, it is simply not possible under RONR to know at the time of issuing the call what will or will not be "on the agenda," since the agenda is adopted by the assembly at the meeting itself.

It is also possible the organization has its own rules governing the use of agendas, and in that event, those rules should be followed.

6 hours ago, BenG said:

What would be the process to remove or replace a Chair of a committee?

It depends. How are committee chairs appointed in the first place? Additionally, do the bylaws provide a fixed term of office for committee chairs?

6 hours ago, BenG said:

In the last committee meeting of the problem committee, the old chair resigned and another member stood up and said they would do it. So does this mean they aren't really Chair?

Probably, since it seems doubtful that your bylaws provide that this is how committee chairs are selected. I can't say for sure, however, since I have not yet been provided with what the bylaws say about how committee chairs are selected.

6 hours ago, BenG said:

For sake of argument, if they are Chair, do we simply need to call a meeting and vote a new Chair?

I need to know how chairs are appointed in the first place to know how to remove them.

6 hours ago, BenG said:

There is nothing in the bylaws about this, or this committee so I'm assuming it would qualify as a Special Committee as it is not listed as a Standing Committee?

Probably. If the bylaws specify certain standing committees, then other standing committees cannot be created unless the bylaws authorize the creation of additional standing committees. So if the bylaws do not authorize this, then a committee which is not listed in the bylaws is certainly a special committee. If the bylaws do authorize the creation of additional standing committees, then we would need to know more about the motion establishing this committee to determine if it is a standing committee or a special committee. 

Edited July 23, 2020 at 04:54 PM by Josh Martin

[BenG]

9 hours ago, Josh Martin said:

16 hours ago, BenG said:

What would be the process to remove or replace a Chair of a committee?

It depends. How are committee chairs appointed in the first place? Additionally, do the bylaws provide a fixed term of office for committee chairs?

This is all the bylaws say about committee's:

ARTICLE VII Committees Section

1. STANDING COMMITTEES. The Corporation shall have the following standing committees with the following purposes:

a. Summer Session Committee. The purpose of the Summer Session Committee shall be to plan and implement the summer session of the corporation. The Summer Session Committee shall be chaired by the Camp Director, who shall be elected by the membership, and the remaining members of the Committee shall be the Religious Program Coordinator, the Registrar, the “Flames” Representative and one Member at large chosen by the Board of Directors to serve one-year terms.

b. Buildings and Grounds Committee. The purpose of the Building and Grounds Committee shall be to oversee the physical plant of the corporation’s camp property, including maintenance, repairs, seasonal opening and closing of the facility and related matters. The Buildings and Grounds Committee shall have a Chairman and four additional members each chosen by the Directors to serve one-year terms.

c. Nominating Committee. The purpose of the Nominating Committee shall be to arrange a slate of Directors, Camp Director and nominating Committee to be recommended to the Members at the annual meeting. The Nominating Committee shall have a Chair and two additional members each elected by the membership to serve for a three year term. Terms shall be set to terminate one member each year over the three year period. The member serving their third year shall be the Chair.

Section 2. SPECIAL COMMITTEES. The Board of Directors may by resolution designate any number of special committees, which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the operation and management of the Corporation, except as otherwise limited by law.

Section 3. INFORMAL ACTION BY COMMITTEES. Any action which is required to be taken, or which may be taken, at any committee meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the committee members. Such consent shall have the same force and effect as a unanimous vote of all the committee members.

 

So this Facilities Rental Committee isn't listed. When asked, I was told it was and ad-hoc committee (which is the same as a special committee?). I see page 492 says they disappear after it's task is fulfilled. That isn't the case with this, it keeps going year after year. So would this be different?

[Joshua Katz]

11 hours ago, BenG said:

So this Facilities Rental Committee isn't listed. When asked, I was told it was and ad-hoc committee (which is the same as a special committee?). I see page 492 says they disappear after it's task is fulfilled. That isn't the case with this, it keeps going year after year. So would this be different?

It's different in that your organization is violating its own bylaws, yes. 

[Gary Novosielski]

On 7/22/2020 at 12:01 PM, Richard Brown said:

Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

I suggest you not tinker with the language and use it verbatim.  Similar language can be used if the parliamentary is adopted as a special rule of order, but instead of "not inconsistent with THESE bylaws", change it to "not inconsistent with THE bylaws". 

I agree about tinkering, except that the word Society in the two instances where it appears can safely be replaced by another noun that your organization may commonly use to refer to itself.

[Josh Martin]

11 hours ago, BenG said:

The Summer Session Committee shall be chaired by the Camp Director, who shall be elected by the membership,

It appears that the Camp Director serves as ex officio chairman of the Summer Session Committee, and the Camp Director is elected by the membership. So the only way to remove him from his position as chairman would be to remove him from his position as Camp Director, which can only be done by the membership unless the bylaws provide otherwise. It is not clear if the bylaws provide a term of office or removal procedures for the Camp Director elsewhere, so I'm not entirely certain what procedure would be followed for this.

11 hours ago, BenG said:

b. Buildings and Grounds Committee. The purpose of the Building and Grounds Committee shall be to oversee the physical plant of the corporation’s camp property, including maintenance, repairs, seasonal opening and closing of the facility and related matters. The Buildings and Grounds Committee shall have a Chairman and four additional members each chosen by the Directors to serve one-year terms.

In this case, the bylaws provide that the chairman is appointed by the board, however, the bylaws also provide a fixed term of office and do not include an "until their successors are elected" clause. As a result, the chairman may be removed by the board, but only through formal disciplinary procedures as described in Section 63 of RONR, unless your bylaws provide otherwise.

11 hours ago, BenG said:

The Nominating Committee shall have a Chair and two additional members each elected by the membership to serve for a three year term. Terms shall be set to terminate one member each year over the three year period. The member serving their third year shall be the Chair.

In this case, the nominating committee's members are elected by the membership and the member serving in their third year shall be the chair, and they serve fixed terms without an "until their successors are elected" clause. As a result, the only way to remove the chairman would be for the membership to remove the person who is serving their third year from the committee entirely, which could only be done by the membership through formal disciplinary procedures, unless your bylaws provide otherwise. This would also mean that no one would technically be the chair of the nominating committee (since there is no longer any member serving their third year), so the committee would need to elect a Chairman Pro Tempore at each meeting.

11 hours ago, BenG said:

Section 2. SPECIAL COMMITTEES. The Board of Directors may by resolution designate any number of special committees, which, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the operation and management of the Corporation, except as otherwise limited by law.

Since the bylaws are silent regarding the appointment of the members and chairmen of these committees, the default rules in RONR would apply. Since the board creates the committees, the board also has the authority to appoint members of the committees, including the chairman. The board may also remove the chairman by adopting a motion to Amend or Rescind the motion appointing him. This may be adopted by a 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice.

11 hours ago, BenG said:

So this Facilities Rental Committee isn't listed. When asked, I was told it was and ad-hoc committee (which is the same as a special committee?). I see page 492 says they disappear after it's task is fulfilled. That isn't the case with this, it keeps going year after year. So would this be different?

An ad-hoc committee is a special committee. It would seem to me this committee no longer exists. The board could recreate a new special committee for this purpose. Since the goal is to have the committee keep going year after year, however, it would seem preferable to amend the bylaws to either 1) add this committee, or 2) authorize the board to create additional standing committees.

"A special (select, or ad hoc) committee is a committee appointed, as the need arises, to carry out a specified task, at the completion of which—that is, on presentation of its final report to the assembly—it automatically ceases to exist." (RONR, 11th ed., pg. 492)

"A special committee—since it is appointed for a specific purpose—continues to exist until the duty assigned to it is accomplished, unless discharged sooner (see 36); and it ceases to exist as soon as the assembly receives its final report. The fact that an annual meeting intervenes does not discharge a special committee. But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time, like a convention of delegates, a city council, or a board of directors, a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time. If it does not report, its life expires with that of the body to which it was to report." (RONR, 11th ed., pgs. 502-503)

[Richard Brown]

2 hours ago, Gary Novosielski said:

I agree about tinkering, except that the word Society in the two instances where it appears can safely be replaced by another noun that your organization may commonly use to refer to itself.

Yep, I agree.