Dissolving a standing committee per RONR

[Koleen]

Does RONR 12th Ed indicate how a standing committee can be dissolved? Background: the standing committee I'm referring to is not specifically stated in our bylaws (only the EC and Audit committee); there is no real use of the committee any longer, so our ED & board president are wanting to dissolve it. 

Thanks in advance for your help!

Koleen 

[Rob Elsman]

If the bylaws do not authorize the establishment of additional standing committees beyond those established in the bylaws, none may be created.  Based solely on the very limited information provided, I would venture that this (and others) standing committees were established in violation of the bylaws.

Doing away with a standing committee should be pretty easy.  Any member may raise a Point of Order that the committee was established in violation of the bylaws.  Assuming the chair rules favorably, the committee is gone.  Poof!

See RONR (12th ed.) 56:44.

[Richard Brown]

4 minutes ago, Rob Elsman said:

Doing away with a standing committee should be pretty easy.  Any member may raise a Point of Order that the committee was established in violation of the bylaws.  Assuming the chair rules favorably, the committee is gone.  Poof!

This is assuming that the bylaws do not authorize the creation of additional standing committees. There is nothing in Koleens post to indicate that is the case. 

[Rob Elsman]

My reply, as given, is based solely on the information provided.  As is so often the case, adding facts potentially changes the response.

[Koleen]

Sorry gentleman, I failed to include that our bylaws do allow for us to create standing committees.

"Section 7.1: Powers and Limitations. The Board may, by resolution, adopted by a majority of the Directors then in office, designate one or more committees consisting of two or more Directors to serve at the pleasure of the Board. Any member of any committee may be removed, with or without cause, at any time by the Board. The Board shall determine if the Committee is a Standing Committee for purposes of Section 7.3. Any committee, to the extent provided in the resolution of the Board or these Bylaws, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, may:
(a)Fill vacancies on the Board or on any committee;
(b)Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws;
(c)Amend or repeal any resolution of the Board;
(d)Designate any other committee of the Board or appoint the members of any committee."

"Section 7.6: Advisory Committees
The Board may appoint one or more advisory committees consisting of Directors and/or non-Directors for the purpose of advising the Board. Any advice rendered by such an advisory committee shall not be binding on the Board. Sections 6.3 and 6.5 shall apply to all advisory committees."

[Josh Martin]

12 minutes ago, Koleen said:

Sorry gentleman, I failed to include that our bylaws do allow for us to create standing committees.

"Section 7.1: Powers and Limitations. The Board may, by resolution, adopted by a majority of the Directors then in office, designate one or more committees consisting of two or more Directors to serve at the pleasure of the Board. Any member of any committee may be removed, with or without cause, at any time by the Board. The Board shall determine if the Committee is a Standing Committee for purposes of Section 7.3. Any committee, to the extent provided in the resolution of the Board or these Bylaws, shall have all or a portion of the authority of the Board, except that no committee, regardless of the Board resolution, may:
(a)Fill vacancies on the Board or on any committee;
(b)Amend or repeal the Articles of Incorporation or Bylaws or adopt new Bylaws;
(c)Amend or repeal any resolution of the Board;
(d)Designate any other committee of the Board or appoint the members of any committee."

"Section 7.6: Advisory Committees
The Board may appoint one or more advisory committees consisting of Directors and/or non-Directors for the purpose of advising the Board. Any advice rendered by such an advisory committee shall not be binding on the Board. Sections 6.3 and 6.5 shall apply to all advisory committees."

Based upon these additional facts, it seems to me that the appropriate procedure to dissolve a standing committee which is not listed in the bylaws is for the board to rescind the resolution adopted to establish that committee. This assumes that the bylaws do not specify their own rules for how such committees are dissolved.

The motion to Rescind requires a 2/3 vote, a vote of a majority of the entire membership (of the board, in this case), or a majority vote with previous notice for adoption.

[J. J.]

You could rescind the the motion to create the committee.  I would treat this rescinding a special rule of order and require a 2/3 vote with notice or a majority of the entire membership of the board (50:8).

I will assume that the committee was appointed by the board.

[Josh Martin]

5 minutes ago, J. J. said:

You could rescind the the motion to create the committee.  I would treat this rescinding a special rule of order and require a 2/3 vote with notice or a majority of the entire membership of the board (50:8).

As I read this closer, I agree, since the "all or a portion of the authority of the Board" language suggests the committee has "standing authority to act for the society on matters of a certain class without specific instructions from the assembly". RONR (12th ed.) 50:8

Edited November 24, 2020 at 06:04 PM by Josh Martin

[Richard Brown]

I agree in part and disagree in part with JJ and Mr. Martin. I disagree completely with Mr. Elsman.  
 

The process and vote required for abolishing or dissolving this committee depends upon the exact purpose and authority that was given to it by the motion which created it. If it has certain powers to act for and on behalf of the board or the organization, then it would require the same Vote as would be required to rescind a special rule of order, namely, previous notice and a 2/3 vote or, in the alternative, the vote of a majority of the entire membership.

However, if this committee does not have the power to act on behalf of the board or the organization, It could likely be abolished by using the motion to rescind something previously adopted, which requires only a majority vote if previous notice is given or a 2/3 vote without previous notice.

More information is needed about the exact purpose and authority of this committee in order to determine which procedure must be followed in order to dissolve it.

Regardless, it can certainly be dissolved with previous notice and a 2/3 vote or by the vote of a majority of the entire membership.

Edited November 24, 2020 at 06:21 PM by Richard Brown
Typographical corrections

[Koleen]

Hi there - thank you for all the responses. This standing committee *does not* have the authority to act on behalf of the Board or organization - only the EC does. I hope this clarifies. 

[Gary Novosielski]

3 minutes ago, Koleen said:

Hi there - thank you for all the responses. This standing committee *does not* have the authority to act on behalf of the Board or organization - only the EC does. I hope this clarifies. 

That would suggest the use of the motion to Rescind the resolution or motion that created the committee in the first place.   See RONR (12th ed.) §35.

[Richard Brown]

5 minutes ago, Gary Novosielski said:

That would suggest the use of the motion to Rescind the resolution or motion that created the committee in the first place.   See RONR (12th ed.) §35.

I agree.

Edited to add:  Which  means a majority vote if previous notice is given or a two thirds vote without previous notice (or, as an alternative, the vote of a majority of the entire membership).

 

Edited November 24, 2020 at 06:38 PM by Richard Brown
Added last paragraph

[Josh Martin]

8 minutes ago, Koleen said:

Hi there - thank you for all the responses. This standing committee *does not* have the authority to act on behalf of the Board or organization - only the EC does. I hope this clarifies. 

Based upon these additional facts, it appears I was right the first time.

I would add that if it is in fact correct that only the Executive Committee has the authority to act on behalf of the Board or organization, the organization may wish to review whether it wishes to amend the statement in the bylaws that "Any committee, to the extent provided in the resolution of the Board or these Bylaws, shall have all or a portion of the authority of the Board..." I suppose it may be, however, that the organization desires to continue to grant the board the flexibility to appoint a committee that has such authority, even although the board has not yet availed itself of this option.

[Koleen]

A huge thank you for the responses and guidance. Josh, we are looking to do a bylaws update and will certainly take your comments to the gov'ce committee. 

Again, thank you for your assistance!