Can a Board member propose an amendment

[J. J.]

On 12/20/2022 at 9:52 PM, Josh Martin said:

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

I agree with Ms. Harlos that there is no distinction between chair or president in this case.  In this case the chair not only appoints the committee, but must get those appointments approved within a meeting. 

The rule in the bylaw creates a right of the president to name members of the committee; it is not create a duty of office that will pass to a temporary occupant of the chair. 

Now, if the president was there and, without his objection, the assembly could name members to the committee.  Could they do so if he was absent? 

[Josh Martin]

On 12/20/2022 at 10:15 PM, J. J. said:

I agree with Ms. Harlos that there is no distinction between chair or president in this case.  In this case the chair not only appoints the committee, but must get those appointments approved within a meeting. 

Yes, I concede that in this situation, the appointments must ultimately be announced at a meeting, because the appointments must be approved by the board.

On 12/20/2022 at 10:15 PM, J. J. said:

The rule in the bylaw creates a right of the president to name members of the committee; it is not create a duty of office that will pass to a temporary occupant of the chair. 

I agree that it does not "pass to a temporary occupant of the chair," but I still do not think this means it is a "right" of the President. It is simply that in this instance, this is a duty and authority of the President, not a duty or authority of the chair.

This is an important distinction. If the President is absent from a particular meeting, for example, he is still the President, but someone else will be the chair.

On 12/20/2022 at 10:15 PM, J. J. said:

Now, if the president was there and, without his objection, the assembly could name members to the committee.  Could they do so if he was absent? 

It seems the answer is clearly "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

This seems to indicate that, in the absence of provision for its suspension, such a rule may not be suspended.

[Caryn Ann Harlos]

Again though I think is conflating and using the ambiguity of a word that is a role and a title with one that is sheerly a title.  In the groups I am mostly familiar with the title President is foreign.  It is Chair (which is exactly equivalent to the function of the title President).  The fact that this person also "chairs" makes no difference.  The conflation of the title and the role I don't think is helpful in most instances.

[Josh Martin]

On 12/21/2022 at 10:19 AM, Caryn Ann Harlos said:

Again though I think is conflating and using the ambiguity of a word that is a role and a title with one that is sheerly a title.  In the groups I am mostly familiar with the title President is foreign.  It is Chair (which is exactly equivalent to the function of the title President).  The fact that this person also "chairs" makes no difference.  The conflation of the title and the role I don't think is helpful in most instances.

Yes, in an organization where the term "Chair" refers both to the office and to the role of the presiding officer, this distinction may be especially confusing.

The word "chair," as it is used in RONR, refers to the presiding officer.

[Atul Kapur]

On 12/20/2022 at 10:10 PM, Caryn Ann Harlos said:

I find this distinction between chair and president highly confusing

then

On 12/21/2022 at 11:19 AM, Caryn Ann Harlos said:

Again though I think is conflating and using the ambiguity of a word that is a role and a title with one that is sheerly a title.  In the groups I am mostly familiar with the title President is foreign.  It is Chair (which is exactly equivalent to the function of the title President).  The fact that this person also "chairs" makes no difference.  The conflation of the title and the role I don't think is helpful in most instances.

I'm not certain from these which is felt to be worse, the distinction between two titles or the conflating of one title with the function. I'm not certain that RONR is at fault here, vs the natural conflation over decades of evolution of English.

One of the president's duties is to chair/preside over meetings. But there are other duties, apart from those during a meeting.

Organizations are welcome to choose or create their own title that would not be confused with the in-meeting title/role. (I always suggest "Grand Poobah," even if the organization has nothing to do with water buffaloes)

Edited December 21, 2022 at 06:08 PM by Atul Kapur

[Caryn Ann Harlos]

Only if it comes with a funny hat.  That is non-negotiable.

As has been pretty obvious, my background is political parties, and Chair is nearly universally used as the governing leader of the Party at all levels, and this seems pretty universal with the exceptions proving the rule.

[Atul Kapur]

On 12/21/2022 at 1:12 PM, Caryn Ann Harlos said:

As has been pretty obvious, my background is political parties, and Chair is nearly universally used as the governing leader of the Party

You'll grant, I hope, that this is a limited experience. I've seen the opposite in most "ordinary societies."

Even with political parties, in Canada, with our parliamentary system, the party president (not titled the "chair") is the elected governance head.

This is different from the party leader, who is the political head and almost always a member of the legislature. And both are different from the executive director (whatever the title, but never "chair") who is the most senior employee of the party.

[Caryn Ann Harlos]

On 12/21/2022 at 11:55 AM, Atul Kapur said:

You'll grant, I hope, that this is a limited experience. I've seen the opposite in most "ordinary societies."

Even with political parties, in Canada, with our parliamentary system, the party president (not titled the "chair") is the elected governance head.

This is different from the party leader, who is the political head and almost always a member of the legislature. And both are different from the executive director (whatever the title, but never "chair") who is the most senior employee of the party.

Certainly my experience limited.  I can't say how unusual it is.  And yes I am familiar with the Canadian system, former Leader of the Libertarian Party of Canada Tim Moen is a personal friend.  But this is very very standard in US politics which are often most in need of good parliamentary guidance for we are a contentious bunch.

[J. J.]

On 12/21/2022 at 10:16 AM, Josh Martin said:

Yes, I concede that in this situation, the appointments must ultimately be announced at a meeting, because the appointments must be approved by the board.

I agree that it does not "pass to a temporary occupant of the chair," but I still do not think this means it is a "right" of the President. It is simply that in this instance, this is a duty and authority of the President, not a duty or authority of the chair.

This is an important distinction. If the President is absent from a particular meeting, for example, he is still the President, but someone else will be the chair.

It seems the answer is clearly "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

This seems to indicate that, in the absence of provision for its suspension, such a rule may not be suspended.

The president could however, if present, choose to let the assembly make the appointment?  Is that correct?

[Josh Martin]

On 12/21/2022 at 3:56 PM, J. J. said:

The president could however, if present, choose to let the assembly make the appointment?  Is that correct?

I would say that, as a technical matter, the President is agreeing to appoint the person chosen by the assembly. But essentially, yes.

[J. J.]

On 12/22/2022 at 8:04 AM, Josh Martin said:

I would say that, as a technical matter, the President is agreeing to appoint the person chosen by the assembly. But essentially, yes.

That is why this is a rule of order and can be suspended.  If violated, with the consent of the minority of one individual, the president, no continuing breach is created.  If not done with his consent, including tacit consent, a breach of a continuing nature occurs. 

The assembly could not appoint in the absence of the president, or over his objection, however. 

[George Mervosh]

On 12/22/2022 at 8:04 AM, Josh Martin said:

I would say that, as a technical matter, the President is agreeing to appoint the person chosen by the assembly. But essentially, yes.

I think this is an important distinction because the rule is not suspendable at all, in my opinion.

[Atul Kapur]

On 12/22/2022 at 8:04 AM, Josh Martin said:

I would say that, as a technical matter, the President is agreeing to appoint the person chosen by the assembly.

 

On 12/22/2022 at 8:53 AM, J. J. said:

That is why this is a rule of order and can be suspended. 

I disagree. As @George Mervosh and others have stated, this rule is not suspendable. You may get to the same outcome, but how you get there matters.

In Josh's example, the president is, informally, agreeing to appoint the person that the assembly chooses. The assembly is then approving this appointment by unanimous consent.

[J. J.]

Were the president to say, "I don't think it is appropriate for me to appoint someone; the assembly should do it," and the assembly then did appoint someone, would it create a breach of a continuing nature?

If the president, and the assembly, did not realize that the president had this ability and, with the president present, the assembly did appoint, would it create a breach of a continuing nature? 

[Josh Martin]

On 12/22/2022 at 10:25 AM, J. J. said:

Were the president to say, "I don't think it is appropriate for me to appoint someone; the assembly should do it," and the assembly then did appoint someone, would it create a breach of a continuing nature?

If the president, and the assembly, did not realize that the president had this ability and, with the president present, the assembly did appoint, would it create a breach of a continuing nature? 

The answer to the second question is certainly "yes," and I am inclined to think the answer to the first question is also "yes." Although the President could (if desired) resolve the matter by proceeding to appoint the person in question.

But I imagine we will continue to disagree on this, since whether one views this as "a rule of order which protects the right of an individual member, who happens to be the President" or views this as "not a rule of order, but an administrative duty of the President" naturally makes a big difference in the answer to these questions.

Edited December 22, 2022 at 05:05 PM by Josh Martin

[J. J.]

On 12/22/2022 at 12:03 PM, Josh Martin said:

The answer to the second question is certainly "yes," and I am inclined to think the answer to the first question is also "yes." Although the President could (if desired) resolve the matter by proceeding to appoint the person in question.

But I imagine we will continue to disagree on this, since whether one views this as "a rule of order which protects the right of an individual member, who happens to be the President" or views this as "not a rule of order, but an administrative duty of the President" naturally makes a big difference in the answer to these questions.

My answer will be "no," to both.  That is where I see a difference.

I cannot make the argument that doing something that requires a vote of the assembly within a meeting is [i]not[/i] a rule in the nature of a rule of order.  If that rule can be suspended or not in a given set of circumstances is a different question.  

[Josh Martin]

On 12/22/2022 at 12:50 PM, J. J. said:

My answer will be "no," to both.  That is where I see a difference.

I cannot make the argument that doing something that requires a vote of the assembly within a meeting is [i]not[/i] a rule in the nature of a rule of order.  If that rule can be suspended or not in a given set of circumstances is a different question.  

But it seems to me the rule contains two parts:

1.) The president's appointment

2.) The assembly's approval

I would think the second part is in the nature of a rule of order, but the first part is not.

[J. J.]

On 12/22/2022 at 2:02 PM, Josh Martin said:

But it seems to me the rule contains two parts:

1.) The president's appointment

2.) The assembly's approval

I would think the second part is in the nature of a rule of order, but the first part is not.

The president can only appoint within the confines of the meeting.  Prior to the submission, it not not an actual appointment.  It is only his intention of who he would appoint, one that he could reverse at any time prior to the question being before the assembly. 

[Gary Novosielski]

On 12/20/2022 at 5:43 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?

Absolutely.

I was president of a school board some years back, and the bylaws granted the president the power to appoint committees.  After the election, the standing committees needed to be repopulated.  At the reorganization meeting I asked the members to advise me if they had a preference for which committees they would like to serve on, and received a number of responses by email.   Before I drew up the committee assignments, I consulted with the superintendent.  Neither of these actions were required in the bylaws, but it seemed like a good idea.

The committee assignments were announced during Reports of Officers at the next meeting.  One person declined a chairmanship, and I made those adjustments during the meeting.

[Atul Kapur]

On 12/22/2022 at 2:08 PM, J. J. said:

The president can only appoint within the confines of the meeting.  Prior to the submission, it not not an actual appointment.  It is only his intention of who he would appoint, one that he could reverse at any time prior to the question being before the assembly. 

The president may appoint prior to (i.e. outside of) the meeting. For example:

The president is absent from a meeting but has submitted a written report which includes the notification of the appointment. The secretary reads the president's report (either as an officer's report or as correspondence) and a motion is made, seconded, and stated by the vice-president (presiding in the absence of the president) to approve the president's appointment.

[J. J.]

On 12/22/2022 at 3:43 PM, Atul Kapur said:

The president may appoint prior to (i.e. outside of) the meeting. For example:

The president is absent from a meeting but has submitted a written report which includes the notification of the appointment. The secretary reads the president's report (either as an officer's report or as correspondence) and a motion is made, seconded, and stated by the vice-president (presiding in the absence of the president) to approve the president's appointment.

That "appointment" would not happen until presented within a meeting in this case.

Now, I may agree if the president had a sole power to appoint and did not have to seek approval from the board. 

[JohnR]

On 12/17/2022 at 5:02 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"

 

Having slogged through the ever-entertaining debate on this question, I am left with a question of my own.

Are these standing committees? Or do they reconstitute with each session of the governing body?

[JohnR]

On 12/17/2022 at 5:02 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"

 

Having slogged through the ever-entertaining debate on this question, I am left with a question of my own.

Are these standing committees? Or do they reconstitute with each session of the governing body?

[Josh Martin]

On 12/28/2022 at 7:26 PM, JohnR said:

Are these standing committees? Or do they reconstitute with each session of the governing body?

At this point, the only information we are provided is the following.

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

Assuming the bylaws are otherwise silent on this matter, this could include standing committees and/or special committees, although from context my guess is that the committee at hand relates to standing committees.

Standing committees are appointed to perform a continuing function. The committee itself exists permanently, until the parent assembly takes action to dissolve the committee (or the parent assembly itself ceases to exist). The members of the committee, however, serve for a term corresponding to that of the society's officers (or until their successors are chosen), unless the organization's rules provide otherwise. (I think this is what you mean by a "session" of the governing body, which is not the parliamentary definition of that term. See RONR (12th ed.) 8:1-6 for more information.)

"Standing committees are constituted to perform a continuing function, and remain in existence permanently or for the life of the assembly that establishes them. In an ordinary society, the members of such a committee serve for a term corresponding to that of the officers, or until their successors have been chosen, unless the bylaws or other rules otherwise expressly provide. Thus, a new body of committee members is normally appointed at the beginning of each administration." RONR (12th ed.) 50:7

Special committees, on the other hand, are appointed to perform a particular task and cease to exist upon completion of that task. Special committees of an assembly in which the terms of some or all of the members expire at a definite time (such as a board) also cease to exist when there is a periodic change in membership of the parent assembly, unless expressly instructed to report at a later time.

"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 (12th ed.) 50:30

[Jay M]

On 12/28/2022 at 7:26 PM, JohnR said:

Having slogged through the ever-entertaining debate on this question, I am left with a question of my own.

Are these standing committees? Or do they reconstitute with each session of the governing body?

The reference is to constitute special committees.