Appointment of committee members

[couglms]

A board I sit on currently has a special committee to review the bylaws. We just had our board election and two members of the committee were voted off our board. Our President appoints committee members for our committees (usually taking into account board recommendations) but since the committee is already formed who appoints people to replace these exiting members, the committee chair or the president, or would both have authority to do so? 

[Bruce Lages]

If your president has the authority to appoint committee members for your committees, I don't see why the president wouldn't have the authority to appoint new members to this committee as well. The only exception would be if the motion that was adopted creating this committee specified a different authority to appoint (and thereby replace) committee members.

[Atul Kapur]

On 5/28/2022 at 1:06 PM, couglms said:

A board I sit on currently has a special committee to review the bylaws. We just had our board election and two members of the committee were voted off our board.

First, do the members voted off the board have to be removed from the committee? In other words, is it a requirement that members of the special committee need to be board members? Who created the committee, the board or the general membership? This is a different question than who appoints the members. It's likely the same body that the committee reports to.

See RONR (12th ed.) 50:30 for more details on this.

 

[Gary Novosielski]

On 5/28/2022 at 1:06 PM, couglms said:

A board I sit on currently has a special committee to review the bylaws. We just had our board election and two members of the committee were voted off our board. Our President appoints committee members for our committees (usually taking into account board recommendations) but since the committee is already formed who appoints people to replace these exiting members, the committee chair or the president, or would both have authority to do so? 

Agreeing with @Atul Kapur, are you sure that being voted off the board means they're removed from the committee?  It might, but it's not necessarily true, and from what you've said so far, I'm not convinced that's the case.  

In fact, I could easily imagine a situation where a committee member, having been appointed to a committee, and having put in a good deal of work, and having done a substantial amount of research might be considered an asset worth keeping. 

Is there some rule of yours that provides that only board members may be on that committee?  That would be somewhat unusual, as it is very often the case that a bylaws revision committee reports to the membership, and expressly not to the board.  But your situation may, of course, be very different.