Complicated Committee

[JoyFul]

Hi! I am looking for the proper way to handle a complicated committee. I'll start with saying that this organization has not had a good history of thorough documentation. There are not many published minutes, and I will be asked some questions (since I'm on the current board and handling member communications).

Here's the background:

-Sometime in 2016, a special committee was formed. I cannot locate documentation of the date or meeting when this happened.

-There were a few updates from this committee to the board as documented in meeting minutes in 2016, but nothing since Sept. 2016. I cannot find anything officially dissolving or disbanding the OLD committee. They did not actually accomplish anything that is documented.

-In July 2019, a NEW special committee was formed and documented in the meeting minutes. As it is a strongly charged special project committee, there have been a number of questions coming up.

A few people feel that because the old committee was never dissolved, the new committee is invalid. Some people feel that since the old committee was defunct, the board had the right to approve a new committee. Some of the old minutes did reference that old committee members would not respond to inquiries, but nothing else. Some people feel that because it is a special committee, it (old committee) falls to the floor at the end of the approved term. The next board would have to approve it the old committee to continue or appoint a new. 

Given I cannot find any other documentation on the old committee, what is the proper response to these questions?

 

[Richard Brown]

1 hour ago, JoyFul said:

Sometime in 2016, a special committee was formed. I cannot locate documentation of the date or meeting when this happened.

-There were a few updates from this committee to the board as documented in meeting minutes in 2016, but nothing since Sept. 2016. I cannot find anything officially dissolving or disbanding the OLD committee. They did not actually accomplish anything that is documented.

-In July 2019, a NEW special committee was formed and documented in the meeting minutes. As it is a strongly charged special project committee, there have been a number of questions coming up.

A few people feel that because the old committee was never dissolved, the new committee is invalid. Some people feel that since the old committee was defunct, the board had the right to approve a new committee. Some of the old minutes did reference that old committee members would not respond to inquiries, but nothing else. Some people feel that because it is a special committee, it (old committee) falls to the floor at the end of the approved term. The next board would have to approve it the old committee to continue or appoint a new. 

Joyful, I have a few questions which might help us to better answer your question.

1.  Was this committee  created by the Board or  by the general membership?

2.  Who does the committee report to: the board or the general membership?

3. Have there been new board elections since the committee was formed?

4.  Was this committee directed to complete its work and to submit its report by a definite date?

5.  When the new committee was created, was previous notice given of the intent to create it at the next meeting?  If not, was the vote to create it adopted by at least a two thirds vote (or a majority of the entire membership of the board (assuming the board created it)? 

The more of those questions you can answer, the better we can help you.

edited to add: please try to answer each question. If you don’t know the answer to some of them, just say so.

Edited August 31, 2020 at 05:54 PM by Richard Brown
Added last paragraph And corrected typo

[Atul Kapur]

1 hour ago, JoyFul said:

Some people feel that because it is a special committee, it (old committee) falls to the floor at the end of the approved term. The next board would have to approve it the old committee to continue or appoint a new. 

There is confusion here about the terms of membership of the committee. What you are describing is closer to what happens with the members of a Standing Committee, not a special committee.

For a special committee, "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 (12th ed.) 50:10. Emphasis added

 

Not that I think it applies here, but for completeness: Standing committees exist for the life of the assembly that creates them. Ordinarily, ". . . the members of such a committee serve for a term corresponding to that of the officers, or until their successors have been chosen . . ." Not that the committee itself falls to the ground but the term of the members ends with the term of the officer.
RONR (12th ed.) 50:07. Emphasis added

[Josh Martin]

2 hours ago, JoyFul said:

Hi! I am looking for the proper way to handle a complicated committee. I'll start with saying that this organization has not had a good history of thorough documentation. There are not many published minutes, and I will be asked some questions (since I'm on the current board and handling member communications).

Here's the background:

-Sometime in 2016, a special committee was formed. I cannot locate documentation of the date or meeting when this happened.

-There were a few updates from this committee to the board as documented in meeting minutes in 2016, but nothing since Sept. 2016. I cannot find anything officially dissolving or disbanding the OLD committee. They did not actually accomplish anything that is documented.

-In July 2019, a NEW special committee was formed and documented in the meeting minutes. As it is a strongly charged special project committee, there have been a number of questions coming up.

A few people feel that because the old committee was never dissolved, the new committee is invalid. Some people feel that since the old committee was defunct, the board had the right to approve a new committee. Some of the old minutes did reference that old committee members would not respond to inquiries, but nothing else. Some people feel that because it is a special committee, it (old committee) falls to the floor at the end of the approved term. The next board would have to approve it the old committee to continue or appoint a new. 

Given I cannot find any other documentation on the old committee, what is the proper response to these questions?

I think it is quite possibly correct that, if the previous special committee was formed in 2016, it no longer exists and the assembly is free to appoint a new special committee with the same charge. Even in the event that the committee established in 2016 is still valid, the motion to establish the new committee may well have had the effect of dissolving the previous committee.

I might be able to answer with more certainty if you can answer some of Mr. Brown's questions.

41 minutes ago, Richard Brown said:

5.  When the new committee was created, was previous notice given of the intent to create it at the next meeting?  If not, was the vote to create it adopted by at least a two thirds vote (or a majority of the entire membership of the board (assuming the board created it)? 

In the circumstances described, a majority vote may well be sufficient to dissolve the committee, even if previous notice was not given, since the committee has apparently failed to report since September 2016.

"To prevent business from being delayed by a committee, however, there are two special circumstances under which the motion requires only a majority vote (even without notice): (a) if the committee fails to report within a prescribed time as instructed, and (b) while the assembly is considering any partial report of the committee." (RONR, 11th ed., pg. 312)

12 minutes ago, Atul Kapur said:

There is confusion here about the terms of membership of the committee. What you are describing is closer to what happens with the members of a Standing Committee, not a special committee.

For a special committee, "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 (12th ed.) 50:10. Emphasis added

Special committees do, however, cease to exist upon the expiration of terms of the body which appointed it, unless it is specifically instructed to report at a later time. This may be relevant if the committee was appointed by the board.

"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]

10 minutes ago, Atul Kapur said:

For a special committee, "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."

While I mostly agree with Dr. Kapur's statement quoted above on this point, I think it is important to note that there are some exceptions to the GENERAL statement that special committees continue to exist until their work is completed.  That is the reason for the questions I asked in my comment above.  It is possible this was indeed a special committee but that it has ceased to exist because of one of the exceptions listed in section 50:30 of the new 12th edition of RONR.

[JoyFul]

Thanks, Everyone. I'll try to answer all these questions fully. The lack of documentation has been a challenge for this group.

1.  Was this committee  created by the Board or  by the general membership?

I believe it was formed by the Board sometime in 2016.

2.  Who does the committee report to: the board or the general membership?

The board.

3. Have there been new board elections since the committee was formed?

Yes, there was an election in 2018 for the 2019-2020 term. We're having another election in a few months.

4.  Was this committee directed to complete its work and to submit its report by a definite date?

I'm not sure. I wasn't on the board then, and there is no existing documentation I can find.

5.  When the new committee was created, was previous notice given of the intent to create it at the next meeting?  If not, was the vote to create it adopted by at least a two thirds vote (or a majority of the entire membership of the board (assuming the board created it)? 

I do not believe there was formal communication to the previous committee. However, 1 member who was on the previous committee is on the current. Another previous committee member's wife is now on the current committee. The board did make a motion in July 2019 and approved creating the current committee.

 

[JoyFul]

Thank you, Atul. You are correct that this is not a standing committee. It is a special committee. They didn't do their task(s) or give a report since July 2016. It wasn't a high priority project at the time, so I suppose no one really kept up with it until now.

[JoyFul]

Thank you, Josh for the thoughtful answers.

The board did approve the new special committee, and one member did bring up that the previous committee did nothing. There was no official discussion of what to do with the previous committee. 

[Josh Martin]

1 hour ago, JoyFul said:

5.  When the new committee was created, was previous notice given of the intent to create it at the next meeting?  If not, was the vote to create it adopted by at least a two thirds vote (or a majority of the entire membership of the board (assuming the board created it)? 

I do not believe there was formal communication to the previous committee. However, 1 member who was on the previous committee is on the current. Another previous committee member's wife is now on the current committee. The board did make a motion in July 2019 and approved creating the current committee.

The previous notice would be to members of the board, not the committee. Whether there was communication to the committee is not relevant.

We understand that the board approved the committee, but part of the question is what vote this was approved by.

1 hour ago, JoyFul said:

The board did approve the new special committee, and one member did bring up that the previous committee did nothing. There was no official discussion of what to do with the previous committee. 

Based on all of the facts which have been presented, my conclusion is that the previous committee ceased to exist when the board members elected in the 2018 elections took office. RONR provides that "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." Since there is no record of the committee being instructed to report at a later time (or for that matter, any record of the committee being created in the first place), I am inclined to assume that the committee was not instructed to report at a later time.

[Richard Brown]

45 minutes ago, Josh Martin said:

Based on all of the facts which have been presented, my conclusion is that the previous committee ceased to exist when the board members elected in the 2018 elections took office. RONR provides that "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." Since there is no record of the committee being instructed to report at a later time (or for that matter, any record of the committee being created in the first place), I am inclined to assume that the committee was not instructed to report at a later time.

 After seeing her answers to my questions, that is my opinion as well, Josh.

[Atul Kapur]

1 hour ago, Josh Martin said:

Based on all of the facts which have been presented, my conclusion is that the previous committee ceased to exist when the board members elected in the 2018 elections took office.

I'll make it unanimous. Given your answers to Mr. Brown's questions, I also agree with Mr. Martin.

[JoyFul]

Thank you so much for the feedback!