glaufman Posted June 21, 2022 at 03:30 AM Report Share Posted June 21, 2022 at 03:30 AM Our Constitution says "The President shall appoint all regular committees ... Special Committees as he deems necessary.. and shall carry out the directions of the Board..." Can the Board adopt a motion directing the President to create a Special Committe to refer a matter to, along with naming the members and chair? So the makeup of this committee is not left up to the President to decide? If yes, does it need to be worded that way, or can it simply be "the board refers this to a Special Committee of XYZ persons " to make it less confrontational? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 21, 2022 at 05:32 AM Report Share Posted June 21, 2022 at 05:32 AM On 6/20/2022 at 10:30 PM, glaufman said: Our Constitution says "The President shall appoint all regular committees ... Special Committees as he deems necessary.. and shall carry out the directions of the Board..." What language appears in the bylaws between the words “regular committees“ and “special committees“ where you have the ellipses? Also, do the bylaws say anything at all about either the board or the membership being able to create special committees? If so, please provide the exact language. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 21, 2022 at 06:18 AM Report Share Posted June 21, 2022 at 06:18 AM On 6/20/2022 at 11:30 PM, glaufman said: Our Constitution says "The President shall appoint all regular committees ... Special Committees as he deems necessary.. and shall carry out the directions of the Board..." Can the Board adopt a motion directing the President to create a Special Committe to refer a matter to, along with naming the members and chair? So the makeup of this committee is not left up to the President to decide? If yes, does it need to be worded that way, or can it simply be "the board refers this to a Special Committee of XYZ persons " to make it less confrontational? If the rules in RONR apply, the word "appoint" means only to name the members of a committee. It does not automatically authorize the president to establish new committees. Of course there may be something behind that ellipsis that says he can. Why did you hide that part? Anyway, it's likely that the Board does not need to direct the president to do anything. The board can simply move to refer the matter to a (new) committee, and the president will then be able to appoint its members. Quote Link to comment Share on other sites More sharing options...
glaufman Posted June 21, 2022 at 12:42 PM Author Report Share Posted June 21, 2022 at 12:42 PM (edited) On 6/21/2022 at 2:18 AM, Gary Novosielski said: and the president will then be able to appoint its members. That is what the Board (or at least some Board members) want to avoid. Full text of that paragraph: "The President shall preside at all meetings. He shall appoint all regular Committees as set forth in Article X. Special Committees as he may deem necessary. As Chief Executive of the Corporation, and exercise such other functions as are usual or incidental to the office, and shall carry out the directions of the Board of Trustees." I don't care for the syntax but that's how it reads. Article X defines the standing Committees and that the appointment of their chairmen is subject to Board approval. Edited June 21, 2022 at 01:30 PM by glaufman Quote Link to comment Share on other sites More sharing options...
glaufman Posted June 21, 2022 at 01:28 PM Author Report Share Posted June 21, 2022 at 01:28 PM On 6/21/2022 at 1:32 AM, Richard Brown said: Also, do the bylaws say anything at all about either the board or the membership being able to create special committees? If so, please provide the exact language. This is the only other reference I can find "The Board shall make rules of procedure for themselves and for all committees of the Club, subject only to the provisions of this Constitution." Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 21, 2022 at 03:04 PM Report Share Posted June 21, 2022 at 03:04 PM On 6/21/2022 at 7:42 AM, glaufman said: That is what the Board (or at least some Board members) want to avoid. Full text of that paragraph: "The President shall preside at all meetings. He shall appoint all regular Committees as set forth in Article X. Special Committees as he may deem necessary. As Chief Executive of the Corporation, and exercise such other functions as are usual or incidental to the office, and shall carry out the directions of the Board of Trustees." I don't care for the syntax but that's how it reads. Article X defines the standing Committees and that the appointment of their chairmen is subject to Board approval. Based upon these facts, no, I do not think it is in order to "direct the President to create a Special Committee to refer a matter to, along with naming the members and chair." The relevant provision of the Bylaws appears to grant the authority to appoint special committees to the President. If it is desired to remove this authority from the President, it will be necessary to amend the Bylaws. Quote Link to comment Share on other sites More sharing options...
glaufman Posted June 21, 2022 at 03:23 PM Author Report Share Posted June 21, 2022 at 03:23 PM (edited) That's what I was afraid of... but by logical extension, doesn't that at least imply that any motion to refer or commit a matter to a Special Committee is likewise out of order? Edited June 21, 2022 at 03:23 PM by glaufman Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 21, 2022 at 05:42 PM Report Share Posted June 21, 2022 at 05:42 PM (edited) On 6/21/2022 at 10:23 AM, glaufman said: That's what I was afraid of... but by logical extension, doesn't that at least imply that any motion to refer or commit a matter to a Special Committee is likewise out of order? I think that is a more difficult question. Ordinarily, when the bylaws provide that the President shall appoint special committees, the assembly retains the power to create special committees, but the President appoints the members. "Whenever it is stated in the bylaws (with or without the proper exceptions just noted) that the president “shall appoint all committees,” this means that the president shall select the persons to serve on such committees as the bylaws prescribe to be established or the assembly may direct to be appointed; it does not mean that the president can himself decide to appoint and assign a task to a group and thereby give it the status of a committee of the society." RONR (12th ed.) 50:13 (d) The particular wording in your bylaws, however, provides that the President shall appoint "Special Committees as he deems necessary" (emphasis added). It may be that this additional language is intended to grant the President the authority not only to appoint the members of special committees, but also to create them in the first place. Ultimately, it will be up to the organization to interpret this ambiguity in the bylaws. Edited June 21, 2022 at 05:42 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 21, 2022 at 11:17 PM Report Share Posted June 21, 2022 at 11:17 PM On 6/21/2022 at 1:42 PM, Josh Martin said: however, provides that the President shall appoint "Special Committees as he deems necessary" The original language is problematic. It suffers from awkward syntax akin to: "This sentence no verb." Quote Link to comment Share on other sites More sharing options...
glaufman Posted June 22, 2022 at 02:56 AM Author Report Share Posted June 22, 2022 at 02:56 AM On 6/21/2022 at 7:17 PM, Gary Novosielski said: The original language is problematic. It suffers from awkward syntax akin to: "This sentence no verb." Agreed. There is a whole lot in our Constitution that needs editing and updating. To Mr. Martin... I think most of the Club will agree that the intent is not to prevent the Board (or Membership) from referring something to a committee. Similarly I communicated with the President today who seems amenable to creating the committe and appointing who I suggested. Quote Link to comment Share on other sites More sharing options...
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