Can a Board member propose an amendment

[Jay M]

Our bylaws state

"The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation"

We have almost 25 committees. Before the new year starts our new president will appoint committee chairs for  various committees. Some of the trustees do not like the nominees proposed by the president for 3 or4 committees. As per our bylaws the board members can not propose alternate names for the  chair positions. What are the options left for trustees who does not like some of the names proposed by the president as chairs?

Thanks in advance

[Alicia Percell, PRP]

You only showed us a provision which says the president and board together form the committees.  You also said the president will appoint committee chairs, and you said board members cannot propose alternate names for committee chairs.  We have not seen the language of your bylaws which establishes who appoints the chairs and who cannot propose alternate names.  That seems like a pretty important rule for us to see also.

[Atul Kapur]

While the language is not absolutely clear, it sounds like you have been interpreting this to say that the president has the authority to nominate and the board to elect members.

In this situation, a board member can ask for one or more particular names to be separated for voting and vote against those names. If not all spaces are filled, then the president would nominate new people.

[Gary Novosielski]

On 12/17/2022 at 8:02 PM, Jay M said:

Our bylaws state

"The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation"

We have almost 25 committees. Before the new year starts our new president will appoint committee chairs for  various committees. Some of the trustees do not like the nominees proposed by the president for 3 or4 committees. As per our bylaws the board members can not propose alternate names for the  chair positions. What are the options left for trustees who does not like some of the names proposed by the president as chairs?

Thanks in advance

Okay as far as "forming" committees goes.  You then say that the president will appoint committee chairs. Should I assume there is a similar rule saying that? And what about the members of these committees?  Who appoints them, and does that also require board approval?  

Filling in the gaps with some wild assumptions, it looks like the president nominates chairs and the board confirms them.  If some board members do not like the nominees proposed by the president, it seems fairly obvious the option left to them is to vote No on those names.  If the board does not (by majority vote) approve the nominee, then that person does not become chair, and the president can nominate someone else.

[Jay M]

Sorry I missed to post connected rule :

The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year, following the election. For the calendar year staring January 1st, the Committee Chairpersons with the exception of the Trust Fund Committee chair shall recommend members to their committees before the end of January for the Board of Trustees approval.

[Gary Novosielski]

There's a president-elect?  Okay.

That does not seem to change the nature of what is meant by Board approval.   Except in this case there is no mention of board approval for the chairs appointed by the president-elect, so I presume those choices are final?

From the few samples you've shared, it appears the bylaws could be written more clearly.

 

[Atul Kapur]

On 12/17/2022 at 9:34 PM, Gary Novosielski said:

in this case there is no mention of board approval for the chairs appointed by the president-elect

Well, except for

On 12/17/2022 at 9:28 PM, Jay M said:

The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons

 

[Jay M]

Thanks for your responses

 

[Alicia Percell, PRP]

Agreeing with Dr. Kapur that the clause you provided seems to require APPROVAL of the board for any proposed committee chairs.  If the board doesn't like the president-elect's nominees, then they can vote no on their approval.  If there's no majority approval by the board, that person doesn't become committee chair.

Just as a personal preference comment, I have come to dislike bylaw clauses that say Person X does such-and-such with "advice and consent" of the board.  The clause here is phrased a little better in that it uses the word "approval"  instead of "advice and consent."  Non-parliamentarians often interpret such clauses to give more power to Person X than parliamentarians read into it.  The only way for a board to consent is with a vote, and that introduces the possibility of a majority no vote, thus Person X doesn't have unilateral power on that subject.  In reality, such a clause gives the power to the board rather than to Person X, though Person X sometimes thinks they have more power.  It may take longer to get to a result because Person X may persistently propose things the board doesn't approve, thus the process could be repeated over and over until Person X finally nominates an option which can win board approval.  It seems to me it would be more direct to just say the board elects the committee chairs, and both board members and the president could make nominations, and it's a more direct path to the result.  I think some phrases are put into bylaws because people new to writing bylaws lean on phrases they've heard before which sound nice and formal, though they don't yet have the real-world experience of how such a phrase would operate.  I still recall my first pitiful newbie attempt at bylaws when I didn't know RONR, so I can sympathize!

Anyway, the point to apply to the question here is that the second rule shown to us requires approval of the board, so you have a path to vote no.

[J. J.]

On 12/20/2022 at 2:13 PM, Alicia Percell, PRP said:

  It seems to me it would be more direct to just say the board elects the committee chairs, and both board members and the president could make nominations, and it's a more direct path to the result.  I think some phrases are put into bylaws because people new to writing bylaws lean on phrases they've heard before which sound nice and formal, though they don't yet have the real-world experience of how such a phrase would operate.

On this point, I disagree. 

Saying that the chair gets to make the choice gives the the ability to say no; the chair will not select someone that he feels is objectionable, even if that person is satisfactory to the majority of the board.  The chair does not have sole power to appoint, but neither does the board.

 

[Tomm]

On 12/17/2022 at 7:28 PM, Jay M said:

The President-elect with the approval of the incoming Board shall appoint the various Committee Chairpersons before December 31 of the year, following the election.

Is this rule considered a Rule of Order and can be suspended?

[George Mervosh]

On 12/20/2022 at 3:34 PM, Tomm said:

Is this rule considered a Rule of Order and can be suspended?

No to both questions.  See RONR (12th ed.), 2:14-22 regarding rules of order.

[Tomm]

On 12/20/2022 at 1:37 PM, George Mervosh said:

No to both questions.  See RONR (12th ed.), 2:14-22 regarding rules of order.

Read it a million times but something just doesn't click! Seems to me that there's not much difference in allowing the assembly to remove the chair (62:12) than allowing the assembly to select members of a committee? 

[Gary Novosielski]

On 12/20/2022 at 2:13 PM, Alicia Percell, PRP said:

Just as a personal preference comment, I have come to dislike bylaw clauses that say Person X does such-and-such with "advice and consent" of the board. 

Isn't it actually more common just to say that the president appoints all committees?

[George Mervosh]

On 12/20/2022 at 4:03 PM, Tomm said:

Read it a million times but something just doesn't click! Seems to me that there's not much difference in allowing the assembly to remove the chair (62:12) than allowing the assembly to select members of a committee? 

From 2:14 - "Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection."  It is all about what goes on in a meeting, when it comes to rules of order.

62:10-14  are things that happen in a meeting and relate to the transaction of business.

Edited December 20, 2022 at 09:18 PM by George Mervosh

[J. J.]

On 12/20/2022 at 4:10 PM, George Mervosh said:

From 2:14 - "Such rules relate to the orderly transaction of business in meetings and to the duties of officers in that connection."  It is all about what goes on in a meeting, when it comes to rules of order.

62:10-14  are things that happen in a meeting and relate to the transaction of business.

I think it is a rule in the nature of a rule of order, but it protects a specific member, the president.  It could not be suspended without his consent. 

[Caryn Ann Harlos]

JJ how is it in the nature of a rule of order when it refers to things that may not happen at all in meetings?  I know, I know, I have always had a more narrow view then you of things in the nature of a rule of order, but this is such a source of confusion - I really wish there were more clarity on this.

[Josh Martin]

On 12/20/2022 at 1:13 PM, Alicia Percell, PRP said:

It may take longer to get to a result because Person X may persistently propose things the board doesn't approve, thus the process could be repeated over and over until Person X finally nominates an option which can win board approval. 

That would be highly unusual, in my experience. Generally, organizations with a rule such as this grant the President a great deal of deference in choosing who to appoint. While the board ultimately can refuse to confirm an appointment in such a case, that tends to be the exception rather than the rule. But yes, if some sort of "standoff" occurs, then eventually something will have to give, ideally through negotiation and compromise between the President and the board.

Certainly, if a board is regularly rejecting the President's appointments, it might be worth considering getting a new rule, a new President, or both.

On 12/20/2022 at 1:13 PM, Alicia Percell, PRP said:

It seems to me it would be more direct to just say the board elects the committee chairs, and both board members and the president could make nominations, and it's a more direct path to the result.

Whether it is preferable for the board to elect the committee chairs is a matter for the organization to decide, but it certainly is not the same thing as providing that the President nominates and the board appoints. If such a rule exists, then an agreement will have to be reached between the President and the board. In the alternative, if the rules provide that the board elects, the board could elect a person against the President's objections. A third option, of course, would be to simply provide that the President appoints, in which event the President can appoint a person against the board's objections. Again, I express no personal view on which of these is preferable.

On 12/20/2022 at 2:34 PM, Tomm said:

Is this rule considered a Rule of Order and can be suspended?

No

"When the bylaws provide that the president shall appoint all committees, this power does not transfer to the chair if someone else presides. A clause in the bylaws assigning to the president the duty of appointing all committees should therefore contain appropriate provision for its own suspension if necessary (for example, if there is occasion to appoint a special committee during a meeting from which the president is absent). In addition, a clause conferring on the president such power of appointment should exclude the nominating committee, and it may be advisable for such a clause also to exclude all disciplinary committees." RONR (12th ed.) 50:13

On 12/20/2022 at 3:03 PM, Tomm said:

Seems to me that there's not much difference in allowing the assembly to remove the chair (62:12) than allowing the assembly to select members of a committee? 

But there is a big difference. The rule in question refers not to the chair appointing committees, but to the president appointing committees. The "chair" refers to the person who is presiding at any given time, who may or may not be the President, even if the President is the assembly's regular presiding officer. Unlike the role of chair, the office of President continues to exists outside of meetings. The committee itself also presumably exists beyond the end of the session. As a result, it would seem to me this is an "administrative duty" of the President, not a rule of order. Further, this would be suspending a rule which has effect outside of the current session, which is not permitted.

"Any one motion to Suspend the Rules that might limit the authority or duties of the presiding officer during a meeting can remain in effect, at most, for one session. (See 8:12, 8:16.) Therefore, in order to prevent the regular presiding officer from presiding during subsequent sessions, the motion to Suspend the Rules would have to be renewed and separately adopted at each of the sessions. Moreover, since Suspend the Rules applies only when “an assembly wishes to do something during a meeting that it cannot do without violating one or more of its regular rules” (25:1, emphasis added), the motion cannot be used to remove from the presiding officer (even temporarily) any administrative duties—those related to the role of an executive officer that are distinct from the function of presiding over the assembly at its meetings. (Cf. 47:20.)" RONR (12th ed.) 62:13

"Rules that have their application outside of the session which is in progress cannot be suspended. For example, a policy prohibiting total contributions to any one charitable organization in excess of $500.00 in any one calendar year is a rule which has its application outside of a meeting context, and thus cannot be suspended so as to permit the adoption of a motion to make a contribution in excess of the specified amount. (Such a rule can, however, be rescinded or amended; see 35.) Likewise, the rules cannot be suspended in order to permit postponement of a motion to a future session that will be held after the next regular business session or that will be held after more than a quarterly time interval has elapsed." RONR (12th ed.) 25:13

On 12/20/2022 at 3:25 PM, J. J. said:

I think it is a rule in the nature of a rule of order, but it protects a specific member, the president.  It could not be suspended without his consent. 

I do not think the rule can be suspended at all, but certainly the President could agree to appoint the person selected by the assembly, if he wishes.

Edited December 20, 2022 at 09:51 PM by Josh Martin

[Tomm]

On 12/20/2022 at 2:33 PM, Caryn Ann Harlos said:

I really wish there were more clarity on this.

Amen to that!

On 12/20/2022 at 2:25 PM, J. J. said:

I think it is a rule in the nature of a rule of order, but it protects a specific member, the president.

62:12 (5) says it is a rule of order so it's confusing?

[Josh Martin]

On 12/20/2022 at 3:50 PM, Tomm said:

62:12 (5) says it is a rule of order so it's confusing?

It says no such thing. That footnote provides that a rule that the President shall preside at all meetings is clearly in the nature of a rule of order. It does not say that a rule providing that the President shall appoint all committee is in the nature of a rule of order.

"This is true even if the bylaws contain a provision to the effect that the president shall preside at all meetings, since such a provision is clearly in the nature of a rule of order, which may be suspended even if in the bylaws. See 2:21." RONR (12th ed.) 62:12n5

[Tomm]

On 12/20/2022 at 2:49 PM, Josh Martin said:

But there is a big difference. The rule in question refers not to the chair appointing committees, but to the president appointing committees.

 

On 12/17/2022 at 6:02 PM, Jay M said:

"The President with approval of the Board of Trustees may form appropriate committees to facilitate functioning of the corporation"

So are you saying that a President, who is not acting as the chair, can appoint committees outside of the context of a meeting?

[Josh Martin]

On 12/20/2022 at 4:43 PM, Tomm said:

So are you saying that a President, who is not acting as the chair, can appoint committees outside of the context of a meeting?

In an organization whose bylaws provide that the President shall appoint the members of committees, yes.

[J. J.]

On 12/20/2022 at 4:49 PM, Josh Martin said:

I do not think the rule can be suspended at all, but certainly the President could agree to appoint the person selected by the assembly, if he wishes.

The vote required deals with the transaction of business during a meeting, so that is a rule in the nature of a rule of order.  The president appointing someone must announce it within a meeting (50:13), so that is also a rule of order as it deals with the duty of of an officer within a meeting.

The bylaw giving the president the right to appoint protects one person, the president.  In theory, he could agree to the assembly suspending the rules to give the assembly the right to appoint a committee.  As a practical matter, as Mr. Martin suggests, the president could just go along with the wishes of the majority.

 

[Josh Martin]

On 12/20/2022 at 6:03 PM, J. J. said:

The president appointing someone must announce it within a meeting (50:13), so that is also a rule of order as it deals with the duty of of an officer within a meeting.

I do not see anything in 50:13 which provides that, in an organization where the bylaws authorize the president to appoint all committees, this must be announced during a meeting. What the text says regarding appointment by the president due to a provision in the bylaws is as follows:

"When the bylaws provide that the president shall appoint all committees, this power does not transfer to the chair if someone else presides. A clause in the bylaws assigning to the president the duty of appointing all committees should therefore contain appropriate provision for its own suspension if necessary (for example, if there is occasion to appoint a special committee during a meeting from which the president is absent). In addition, a clause conferring on the president such power of appointment should exclude the nominating committee, and it may be advisable for such a clause also to exclude all disciplinary committees.

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

RONR does say that, if the chair is authorized to appoint a committee, this must be announced during a meeting.

"When the chair appoints a committee, no vote is taken on the appointees, except any who are not members of the assembly in cases where there is no prior authorization for the chair to appoint non–assembly members to the committee—either in the bylaws or in a motion directing the appointment of the particular committee (see also 13:15, 56:46). But the chair must announce the names of the committee members to the assembly, naming the chairman of the committee first, as in (c) above; and until such announcement is made the committee cannot act. If the assembly orders the appointment of a special committee and it is desired to let the chair select the committee members after adjournment, this delay must be authorized by the assembly; the names of the committee members must then be announced at the next meeting and recorded in the minutes." RONR (12th ed.) 50:13

I also do not agree with this idea that the duties and authority of the office of President are "rights of membership."

"The requirement that “no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule,” RONR [10th ed.], p. 253, l. 8-10, does not apply, since the rules specifying the authority of the presiding officer do not protect a minority of one but rather outline duties established for the good of the assembly as a whole. Similarly, the provision preventing suspension of rules protecting a basic right of the individual member, RONR [10th ed.], p. 255, l. 13-15 & 22-28, is inapplicable since the presiding officer’s authority derives not from his or her basic rights as a member but rather from the duties of office." Official Interpretation 2006-2

Edited December 21, 2022 at 02:59 AM by Josh Martin

[Caryn Ann Harlos]

I find this distinction between chair and president highly confusing (and things like that get very frustrating to people who start to view parliamentary knowledge like some kind of gnosticism).  I know its not your choice - just venting a bit.  This question should be simple IMHO and it is frustrating that it is not.