Adding a Position

[Wright Stuff]

Our political party calls for the appointment and approval of a general counsel in our bylaws. Because of the limited amount of time that most lawyers have for free work, the board would like to add the position of Assistant General Counsel. The Assistant would not be a member of the board or the Executive Committee and would not have the right to vote (unless he or she is otherwise a member of the Executive Committee.) The bylaws do not address this situation except to say that the chair can appoint committees as necessary for specific purposes. The inclination is just to give him or her the title and be done with it since the "creation" of the position is not offensive to anyone and does not usurp any rights or privileges of the body. Is there a more appropriate way under RONR to create the position?

EDITED TO ADD: The bylaws can only be changed at the annual meeting, which just occurred. So the solution sought is one that can be implemented between now and the next convention.

Edited April 7, 2023 at 05:49 PM by Wright Stuff

[Josh Martin]

On 4/7/2023 at 11:39 AM, Wright Stuff said:

Our political party calls for the appointment and approval of a general counsel in our bylaws. Because of the limited amount of time that most lawyers have for free work, the board would like to add the position of Assistant General Counsel. The Assistant would not be a member of the board or the Executive Committee and would not have the right to vote (unless he or she is otherwise a member of the Executive Committee.) The bylaws do not address this situation except to say that the chair can appoint committees as necessary for specific purposes. The inclination is just to give him or her the title and be done with it since the "creation" of the position is not offensive to anyone and does not usurp any rights or privileges of the body. Is there a more appropriate way under RONR to create the position?

EDITED TO ADD: The bylaws can only be changed at the annual meeting, which just occurred. So the solution sought is one that can be implemented between now and the next convention.

So long as it is understood that this person "would not be a member of the board or the Executive Committee and would not have the right to vote (unless he or she is otherwise a member of the Executive Committee," I don't see any problem with this. I think this position could indeed be created as a "committee of one."

The organization might wish to look closely at that rule which provides that "the chair can appoint committees as necessary for specific purposes." Generally, a rule such as this means that the President appoints the persons to the committee, but it is still up to the parent assembly (the board, for instance) to actually create the committee. So it may be that the board's approval will be required to create this position.

[Wright Stuff]

On 4/7/2023 at 3:29 PM, Josh Martin said:

I think this position could indeed be created as a "committee of one."

Would this committee be a "special" committee?

[Gary Novosielski]

Good question.

This person/committee  is clearly not assigned a single task that would end when it rises and reports.

On the other hand, I think establishing a standing committee would require at least a Special Rule of Order.

Stay tuned for other replies.

[Josh Martin]

On 4/12/2023 at 8:44 AM, Wright Stuff said:

Would this committee be a "special" committee?

I am inclined to think not. My understanding from the facts provided is that this is not a temporary need for a particular purpose, but rather that the organization sees an ongoing need for this position for various legal counsel. So the extent that it is a committee, it would be a standing committee. An alternative approach might be to view this a volunteer or unpaid staff position rather than a committee.

In any event, I think the bottom line is that this position can be created by the board if it wishes to do so.

On 4/12/2023 at 2:19 PM, Gary Novosielski said:

On the other hand, I think establishing a standing committee would require at least a Special Rule of Order.

Assuming the bylaws are silent on the subject of standing committees of the board (or authorize the creation of additional standing committees), I am inclined to think that a standing rule is sufficient in this instance.

"A standing committee must be constituted by name (a) by a specific provision of the bylaws or (b) by a resolution which is in effect a special rule of order and therefore requires for its adoption either previous notice and a two-thirds vote or a vote of a majority of the entire membership, if any of the following conditions are to apply:

• if the committee is to have standing authority to act for the society on matters of a certain class without specific instructions from the assembly;
• if all business of a certain class is to be automatically referred to the committee; or
• if some other rule of parliamentary procedure is affected by the committee's assigned function.

If a standing committee's assigned function does not affect a rule of parliamentary procedure in any of these three ways, it can be established by a standing rule adopted by a majority vote without notice, although, even in such a case, the committee is frequently constituted by name in the bylaws as indicated above. If certain standing committees are enumerated in the bylaws, no standing committee aside from those enumerated can be established without amending the bylaws, unless the bylaws also include a provision authorizing the creation of additional standing committees (see also 56:44–48)." RONR (12th ed.) 50:8-9

As I understand the facts, the purpose of this position is to provide legal counsel to the society, its board, and its officers. This does not seem to fall under any of the conditions in 50:8.

Edited April 12, 2023 at 07:43 PM by Josh Martin