Committee Limits

[Tomm]

Our Election Committee is currently reviewing the election process on election day for the election of board of directors.

Based on the following bylaw I'm curious if you see authorization within that bylaw for the committee to actually address and recommend new procedures on elections or does that exceed the limits of the committees purview?

"Election Committee (also known as the Balloting Committee): The purpose of the Election Committee is to recruit a sufficient number of Board candidates, conduct the candidate forums, ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents and announce the results."

I read it as only allowing us to monitor the election so that it's conducted in accordance with the bylaws but no authority is given to the committee to review or recommend changes. 

[Josh Martin]

On 2/1/2023 at 12:49 PM, Tomm said:

Our Election Committee is currently reviewing the election process on election day for the election of board of directors.

Based on the following bylaw I'm curious if you see authorization within that bylaw for the committee to actually address and recommend new procedures on elections or does that exceed the limits of the committees purview?

"Election Committee (also known as the Balloting Committee): The purpose of the Election Committee is to recruit a sufficient number of Board candidates, conduct the candidate forums, ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents and announce the results."

I read it as only allowing us to monitor the election so that it's conducted in accordance with the bylaws but no authority is given to the committee to review or recommend changes. 

I would agree that the charge of the committee, as presented here, does not appear to authorize the committee to "recommend new procedures on elections."

Although if any persons on the committee are also members of the board, it would seem easy enough as a workaround for an individual member of the board to make the recommendations. They just will not technically be the recommendation of the committee.

Edited February 1, 2023 at 06:57 PM by Josh Martin

[Tomm]

On 2/1/2023 at 11:57 AM, Josh Martin said:

Although if any persons on the committee are also members of the board, it would seem easy enough as a workaround for an individual member of the board to make the recommendations. They just will not technically be the recommendation of the committee.

The chair of the committee is a board member. 

So the board member (chair) needs to make a motion at a board meeting to allow the committee to make recommendations for new procedures or move to amend the bylaws.  

I guess any allowance needs to be documented either as an amendment to the bylaw or in the minutes and determine if it's a one time allowance or a permanent change.

[Rob Elsman]

Principle of Interpretation 4, RONR (12th ed.) 56:68, tells us that if certain things are authorized specifically, other things of the same class are prohibited. The application of this principle to the list of authorities of this committee (which sounds more like a form of board to me) seems to exclude the authority to recommend new election procedures to any other body.

Having said that, it is your rule, so you tell us. 🙂

[Caryn Ann Harlos]

Is that other things of "the same class" though?  And if not reported as an official recommendation of any body, it seems me to anyone can recommend anything.  Whether it gets a hearing or listened to is another matter.

[Richard Brown]

On 2/1/2023 at 1:20 PM, Rob Elsman said:

Principle of Interpretation 4, RONR (12th ed.) 56:68, tells us that if certain things are authorized specifically, other things of the same class are prohibited. The application of this principle to the list of authorities of this committee (which sounds more like a form of board to me) seems to exclude the authority to recommend new election procedures to any other body.

 

On 2/1/2023 at 12:49 PM, Tomm said:

Election Committee (also known as the Balloting Committee): The purpose of the Election Committee is to recruit a sufficient number of Board candidates, conduct the candidate forums, ensure that elections and recall elections of the Board are conducted pursuant to the Corporate Documents and announce the results."

I don't view proposing bylaw amendments as being in the same class as the things the bylaws provide as the duties of the Election Committee (principally recruiting candidates and conducting elections).  If it is not of the same class, then Principle of Interpretation 56:68(4) will not be applicable nor serve to prohibit the committee from proposing bylaw amendments.

Edited February 1, 2023 at 07:37 PM by Richard Brown
Added underliined portion of last sentence

[Rob Elsman]

I agree that this, and any other attempt to interpret the bylaw, will fall to the members of the society: hence, my suggestion that it is "your rule, so you tell us".

[Josh Martin]

On 2/1/2023 at 1:11 PM, Tomm said:

The chair of the committee is a board member. 

So the board member (chair) needs to make a motion at a board meeting to allow the committee to make recommendations for new procedures or move to amend the bylaws.  

I guess any allowance needs to be documented either as an amendment to the bylaw or in the minutes and determine if it's a one time allowance or a permanent change.

Well, sure you can go to all that trouble, or the board member can just make the recommendations himself, and the member can just make it clear in debate that other members of the committee agree with him.

Is there some reason why it is especially important that the motion is "officially" a recommendation of the committee?

[Tomm]

On 2/1/2023 at 7:31 PM, Josh Martin said:

Is there some reason why it is especially important that the motion is "officially" a recommendation of the committee?

I guess not. It just makes me wonder if we should even be looking into the election rules if we're not really authorized to do so.

[Josh Martin]

On 2/1/2023 at 8:36 PM, Tomm said:

I guess not. It just makes me wonder if we should even be looking into the election rules if we're not really authorized to do so.

I mean, if you want to be technical about it, you could adjourn the committee meeting and then just discuss these matters as individuals.

So long as working on this task does not interfere with the committee completing its required tasks, I don't think it's that big a deal.

I suppose I should also add that, while my personal view remains that making recommendations regarding rule changes exceeds the scope of the committee's charge, I could see a reasonable argument for the opposite interpretation.

Edited February 2, 2023 at 03:28 PM by Josh Martin

[Caryn Ann Harlos]

On 2/2/2023 at 7:01 AM, Josh Martin said:

I mean, if you want to be technical about it, you could adjourn the committee meeting and then just discuss these matters as individuals.

So long as working on this task does not interfere with the committee completing its required tasks, I don't think it's that big a deal.

I suppose I should also add that, while my personal view remains that making recommendations regarding rule changes exceeds the scope of the committee's charge, I could see a reasonable argument for the opposite interpretation.

I agree in that respect.  It cannot be a committee official recommendation as that has a certain gravitas outside the scope, but nothing is stopping people from making recommendations outside of that structure.

[Rob Elsman]

I think @Caryn Ann Harlos has brought up an important point. The discussion up to this point has tended to treat a committee's recommendations as being functionally equivalent to the recommendations of some ordinary member acting on his own. In reality, though, the recommendations of a committee often carry more weight ("gravitas") than the recommendations of ordinary members acting on their own, because committees are charged to investigate, deliberate, and report on matters within their mandate in ways not expected of members acting on their own. It often happens that a carefully composed committee's recommendations are adopted without dissent, the judgment of the committee being especially considered worthy of trust.

[Caryn Ann Harlos]

On 2/2/2023 at 3:16 PM, Rob Elsman said:

I think @Caryn Ann Harlos has brought up an important point. The discussion up to this point has tended to treat a committee's recommendations as being functionally equivalent to the recommendations of some ordinary member acting on his own. In reality, though, the recommendations of a committee often carry more weight ("gravitas") than the recommendations of ordinary members acting on their own, because committees are charged to investigate, deliberate, and report on matters within their mandate in ways not expected of members acting on their own. It often happens that a carefully composed committee's recommendations are adopted without dissent, the judgment of the committee being especially considered worthy of trust.

Thank you.  I did have this actually come up on a Committee I was Chairing, and I ruled it out of order and encouraged the member to pursue his recommendations another way.  In that case though he really was the only one who was interested.

[Gary Novosielski]

On 2/1/2023 at 9:31 PM, Josh Martin said:

Well, sure you can go to all that trouble, or the board member can just make the recommendations himself, and the member can just make it clear in debate that other members of the committee agree with him.

Would the rule in 51:65 apply in that case?

No one can make allusion in the assembly to what has occurred during the deliberations of the committee, however, unless it is by report of the committee or by unanimous consent.

[Josh Martin]

On 2/2/2023 at 6:53 PM, Gary Novosielski said:

Would the rule in 51:65 apply in that case?

No one can make allusion in the assembly to what has occurred during the deliberations of the committee, however, unless it is by report of the committee or by unanimous consent.

I think it would, if the discussions happen "during the deliberations of the committee." So this is another reason why, if the committee members wish to discuss matters outside of the committee's purview as individuals, it may be desirable to formally adjourn the committee meeting first. Anything that follows would not be "during the deliberations of the committee."

[puzzling]

The whole discussion made me puzzling on dome questions.

1) What if the board wants a bylaws suggestions to overhaul the election procedure to be referred to  a committee can the board refer it to the Election committee?

On 2/2/2023 at 2:36 AM, Tomm said:

I guess not. It just makes me wonder if we should even be looking into the election rules if we're not really authorized to do so.

The Election committee needs to know the election rules to be able to apply them , so looking and interpretating them is almost mandatory.

2) As a bylaw amendment needs notification, how is it possible that a committee can come with a bylaw amendment out of the blue?

also the amendment should be debated under  new business and needs a second. Not under reports of the committee.

But having said all this the committee is the best placed group to discover problems eith the election procedure in the first place.

 

 

 

 

[Josh Martin]

On 2/5/2023 at 2:48 AM, puzzling said:

1) What if the board wants a bylaws suggestions to overhaul the election procedure to be referred to  a committee can the board refer it to the Election committee?

It would depend on whether the committee's charge, as written, includes making "suggestions to overhaul the election procedure."

On 2/5/2023 at 2:48 AM, puzzling said:

The Election committee needs to know the election rules to be able to apply them , so looking and interpretating them is almost mandatory.

I have no disagreement with this, but that does not necessarily mean the committee is charged with proposing amendments to the election rules. I believe when Tomm says "It just makes me wonder if we should even be looking into the election rules" he means that he questions whether the committee should be considering amendments.

On 2/5/2023 at 2:48 AM, puzzling said:

2) As a bylaw amendment needs notification, how is it possible that a committee can come with a bylaw amendment out of the blue?

Who said anything about the bylaw amendment coming up "out of the blue?"

Certainly it is correct that amendments from a committee will need to follow the same notice requirements as other bylaw amendments.

On 2/5/2023 at 2:48 AM, puzzling said:

also the amendment should be debated under  new business and needs a second. Not under reports of the committee.

In the event that proposing amendments exceeds the committee's charge, I agree that the amendment should come up under New Business and requires a second.

If a committee's charge includes proposing amendments to the bylaws, however, the proposed amendments may be included in the committee's report.

[puzzling]

For my first question it was more;

Can a related motion be refered to a standing Committee , if the motion while related is not mentioned in the bylaws? (Like sending a motion to revise the election bylaws to a election committee set up by the bylaws) 

[Josh Martin]

On 2/5/2023 at 7:49 AM, puzzling said:

Can a related motion be refered to a standing Committee , if the motion while related is not mentioned in the bylaws? (Like sending a motion to revise the election bylaws to a election committee set up by the bylaws) 

As I have previously indicated, it depends on whether the committee's charge encompasses the motion in question. If it does, the motion may be referred to the committee. If it does not, then it may not be.

Edited February 5, 2023 at 08:11 PM by Josh Martin

[Atul Kapur]

I am not certain that I agree. Why would these not be considered further instructions to the committee?

I can see where this would not be allowed if the bylaws or a special rule put this particular topic in the purview of another committee, but otherwise I am not sure why the committee cannot be instructed to consider this.

[Josh Martin]

On 2/5/2023 at 6:32 PM, Atul Kapur said:

I am not certain that I agree. Why would these not be considered further instructions to the committee?

I can see where this would not be allowed if the bylaws or a special rule put this particular topic in the purview of another committee, but otherwise I am not sure why the committee cannot be instructed to consider this.

My view of it is that a standing committee which is established in the bylaws is limited to considering matters under the purview of the committee as specified in the bylaws, and that neither the committee nor the parent assembly may expand this purview, except by amending the bylaws. The parent assembly may not adopt instructions which conflict with the bylaws.

I do think, however, that there is room for disagreement over whether the subject matter in question is within the committee's purview.