Committee Term Limits/Membership Rights/Minority Rights/Motion to Rescind/ Board Meetings

[M Goodman]

This is an EXTREMELY complicated situation with multiple tangents in which I hope some parliamentarians can help me sort out some answers to. I apologize in advance for the lengthy post, but I included citations from our Policy and Procedure Manual as well as RONR. Nothing relevant to the following in our bylaws except for board term limits.

Recently our board announced term limits only for specific standing committees. The term limits announced for the committees were for up to 2 consecutive 3 year terms with 3 years off in between. There is nothing in our bylaws or PPM about term limits for committees. Our directors serve up to 2 consecutive 2 year terms which is in our bylaws. They announced that these committee term limits were retroactive (which I know can be done) and would gut these committees. Prior to the announcement the board also called specific chairs and told them to resign or face public humiliation. In the announcement, they named the specific people they had called and announced all their resignations even though only one had resigned at the time of the announcement.  It is important to note, that no formal reviews were done except one for one committee, nor any dereliction of duty was implied for any. In addition, only specific people are being forced to leave while others who would also be ineligible (due to retroactive term limits) are allowed to stay. Also of importance was that the board cited getting new people and fresh ideas into the committees as the reason for the change. However, in many of the committees (including the multiple chairs who were asked to resign) had open positions for years in which the board had not filled.

To add insult to injury, our club allows members to come to every teleconferance board meeting but we were not notified of any meetings in which this was discussed. “Club members may listen in on teleconference Board meetings if they notify the Recording Secretary of their desire to do so at least two weeks prior to a regularly scheduled meeting. To encourage member call-in to Board meetings, in 2017 the Board decided to waive the previous member charge to cover conference call fees.” (PPM 16) These procedures were discussed (unbeknownst to membership)  in two secret board meetings and not reported in minutes even though expressly written in our PPM. “Any business conducted outside of actual Board meetings (i.e., phone polling or mail polling of the Board) must be sent to the Recording Secretary (or designee) and be reported in full in the minutes, including exactly which Directors were given the opportunity to vote and what the votes cast were, and that any business involving committees resulting in any changes also be reported. Meeting minutes shall be posted to the PWDCA website. “ (PPM 13).Even if they claimed Executive Session (which it clearly was not) our PPM states in regard to executive session. “ Executive Session discussion is confidential and shall not be reported in the regular Board meeting minutes. “Any actions decided during Executive Session. Any specific actions resulting from discussions during Executive Session (e.g., committee changes, disciplinary actions, approval of new Associate or Voting members) shall be taken outside of Executive Session and duly reported in the regular Board minutes.” (PPM 18) The minutes from these secret meetings have never been posted to the membership, even though the board is required to. “Meeting minutes shall be circulated to all Board members within 1 week of the board meeting including the annual meeting. The board then has 1 week to review and approve the minutes. After board approval of the minutes, the minutes shall become effective upon circulation by the Recording Secretary within 2 days after the Board’s approval. After approval, meeting minutes will be posted to the PWDCA website with an email to the members about the posting.”(PPM 16) To this date, we have never received any minutes.

Not only are the members upset about the lack of transparency, they view this as board overreach in that they retain the right of the decision concerning the treatment of its minority members and that is a bylaw issue citing RONR 1:6 (c)

“The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approval-implying assumption of responsibility for the act-must be registered by more than half of the members present and voting on the particular matte, in a regular or properly called meeting of the body ( see also 44:1-2)  Modification of the foregoing principal that impose a requirement of more than a majority vote arise{ (a) where required by law; (b) where provided by special rule of a particular organization or assembly as dictated by its own conditions; or (c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly’s membership."

                                                                           AND

“50.7 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.”

 

Our club has never had term limits for committees. In its’ 51 year history (customs) we have never had term limits for any  standing committee save one time fairly recently. That one time they imposed term limits on the Finance committee, however it was quickly overturned by the next board for minority member rights issues. Board minutes 2/2020 “Finance Committee term limits – There being no term limits for any other committee and per the recommendation from the Finance Committee Chair, ****** moved to remove term limits for the finance committee. ***** seconded. All approved.” This further emphasizes the fact that out club committees never had term limits. There is no mention of committee term limits in our lengthy 89 page PPM either.

 

Now fast forward

We have an upcoming board meeting which is the first (announced) one since the announcement. Two separate members filed items for our board to address one was a question for discussion asking for time for members to voice their opinions as well as query the board to the subject discussed above, and the other was a formal motion to rescind. I believe the actual motion reads “Move to rescind committee term limits and affiliated actions.”. Members are allowed to make motions and have questions brought up at meetings provided they were submitted prior to the deadline (which they were).  Under our standing rules and rules of order (our PPM) it clearly states “Club members who submit motions or questions to the Board prior to the agenda deadline (two weeks before a scheduled meeting) will have their motions/questions added to the agendas of regularly scheduled Board meetings. Letters sent/addressed to the Recording Secretary (or any other officer) by Club members may be accepted as official business for the Club records and agenda(s) if sent by either e-mail, facsimile, U.S. mails, overnight servers (e.g., Federal Express, UPS, etc.), or by personal delivery.”

Questions

1. Since this is a board meeting and not a club meeting, how would this motion by a member be handled? Does it need to be seconded by a board member? Does it open up debate like it would in a club meeting? Who gets to vote on it? Does it require a vote?

2. Are there any other RONR citations that would help the members to stop this action?

3. The membership contends this is a minority rights issue and falls under their purview as it only targets specific individuals and specific standing committees. . Is this true?

4. Does this action belong in the bylaws?

 

 

This action has upset the membership as a whole- our president quit, whole committees quit, the members are upset beyond words-we have close to a quorum attending the upcoming board meeting (unheard of) even though we only had days to respond and submit requests. Clearly our club has had some problems with boards in the past, which is why all the standing rules and rules of order giving members transparency are in our PPM. To be fair, the membership is not completely against instituting some type of term limits via a bylaw amendment, what they oppose is the deceptive and punitive announcement that disrupted the whole club in a manner which bypassed membership rights.

 

Any help, insight, opinions would be greatly appreciated.

Thank you in advance for any of your thoughts.

 

Best,

Mary

[Rob Elsman]

I will take an immediate stab on question 4.

The bylaws of a society set the framework that defines the terms of free association of members (in the context of any applicable laws or regulations, of course). Therefore, it is not the business of parliamentary law to say what "...belong[s] in the bylaws". Ultimately, what belongs in the bylaws is determined through the deliberative process, whereby members thrash out the terms of their association by means of debate, amendment, and voting. Parliamentary law, on the other hand, is concerned with the etiquette of the deliberative process, oriented toward the procedures used to arrive at the judgment of the assembly rather than the substance of what is considered.

[Josh Martin]

As you say, this is a very complicated situation which involves a number of issues. Additionally, since most of this involves your organization's customized rules, many of the questions involved here can only be answered with a review of the organization's bylaws and the organization's lengthy Policy and Procedures Manual. As a result, I think your organization may ultimately need to seek out a professional parliamentarian to sit down with your organization and devote the time to thoroughly review these matters.

Notwithstanding this, I will attempt to answer these questions to the best of my ability, based upon the rules in RONR and the facts provided.

On 5/17/2023 at 2:29 AM, M Goodman said:

1. Since this is a board meeting and not a club meeting, how would this motion by a member be handled?

I frankly have no idea. So far as RONR is concerned, only board members have the right to make motions at board meetings. Persons who are not board members are present solely as observers and have no right to make motions. In Robert's Rules, persons who are members of the assembly that is currently meeting have all rights in connection with the meeting, and persons who are not members of the assembly that is meeting have no rights in connection with the meeting. When an organization messes around with that neat divide, things get complicated.

We are told, however, that your rules provide, for some reason, that "Club members who submit motions or questions to the Board prior to the agenda deadline (two weeks before a scheduled meeting) will have their motions/questions added to the agendas of regularly scheduled Board meetings."

What exactly this means is not entirely clear to me. It would appear, at a minimum, that the motion is added to the agenda. But I don't know whether this means that such a motion is automatically stated by the chair or whether it must still be moved, or seconded, or moved and seconded, by a board member.

On 5/17/2023 at 2:29 AM, M Goodman said:

Does it need to be seconded by a board member?

I don't know, for two reasons.

• As noted above, your organization has customized (and rather strange) rules on this subject.
• Boards with not more than about a dozen members present often use the small board rules, in which event seconds are not required.

On 5/17/2023 at 2:29 AM, M Goodman said:

Does it open up debate like it would in a club meeting?

Assuming your rules do not provide otherwise on this matter, if this motion is properly placed before the board for consideration, it would open up debate like it would in a board meeting. That is, unless your rules provide otherwise, only board members have the right to speak in debate at a board meeting.

On 5/17/2023 at 2:29 AM, M Goodman said:

Who gets to vote on it? Does it require a vote?

Assuming your rules do not provide otherwise on this matter, if this motion is properly placed before the board for consideration, it will ultimately require a vote, and only board members have the right to vote at a board meeting.

On 5/17/2023 at 2:29 AM, M Goodman said:

2. Are there any other RONR citations that would help the members to stop this action?

In my opinion, the membership would have better luck addressing this matter at a meeting of the membership, not a meeting of the board.

As for citations, the most applicable citations on this matter, in my opinion, are as follows. All references are to RONR (12th ed.).

• 49:6-7 (authority of a subordinate board generally, board cannot take action in conflict with society, society can countermand actions of board or give board instructions)
• 49:15 (authority of a subordinate board to adopt rules, board bound by rules of the society)

One other very important thing you need to check in your rules, which has not been provided, is what (if anything) your rules provide concerning the membership and manner of appointment for committees.

On 5/17/2023 at 2:29 AM, M Goodman said:

3. The membership contends this is a minority rights issue and falls under their purview as it only targets specific individuals and specific standing committees. . Is this true?

I do not agree with the contention that this is "a minority rights issue." Service on a committee is not a right of membership. Further, an organization is free to adopt rules which target "specific standing committees." I am in agreement that, to the extent the rule has been validly adopted, the rule should be equally applied to all persons on the committees to which it is applicable, although this is more a general question of following the rules than "minority rights."

Notwithstanding this, it may well be correct that this falls within the purview of the membership. The proper questions in determining whether this is the case, however, is not whether this is a "minority rights" issue, but rather, to determine:

• What do the bylaws and policy and procedures manual say on this matter? Do these rules conflict with what they say on this subject?
• To the extent it does conflict, does the board have the authority to amend the bylaws and/or the policy and procedures manual?
• What do the bylaws say concerning the appointment of committees? Does the board have the authority to appoint committees? Or is that power reserved for the membership?

This is not so much a question of the "rights" of members as it is a question of the powers delegated to the board under the bylaws. In that connection, I advise reviewing the citations I mentioned above, as well as the language in your rules concerning committees.

On 5/17/2023 at 2:29 AM, M Goodman said:

4. Does this action belong in the bylaws?

To the extent this question is asking whether this rule, to be properly adopted, must be included in the bylaws, that depends on what the bylaws say on this matter. There is nothing in RONR which would suggest that a rule pertaining to committee term limits must be included in the bylaws. On the other hand, nothing in a lower-level rule can conflict with the bylaws. So if this rule would conflict with rules in the bylaws, then the bylaws would need to be amended if it was desired to impose term limits for committee members. Without knowing what the bylaws say pertaining to this matter, I cannot conclusively answer this question.

To the extent this question is asking whether this rule, on the merits, is a good policy for the society to adopt in the bylaws, I concur with Mr. Elsman's response.

Edited May 17, 2023 at 01:41 PM by Josh Martin

[M Goodman]

Thank you all for your answers! I have a better understanding of at least some of the issues now!

This is what our PPM says about members speaking in board meetings. Important to note that our charter state  recently changed charter laws for non profits that video conferencing meetings are now considered in person. In my initial complicated post I tried to limit the length of my ppm citations.

IN-PERSON BOARD MEETING STANDING RULES
The below rules must be presented as a motion and seconded before each respective meeting. They must
also be posted on the meeting room door prior to the meeting.
In-person Board meetings differ from Annual Meetings of the Club in that members are not allowed to bring
motions and/or new business before the Board unless such motions and/or new business were forwarded
to the Recording Secretary at least two weeks prior to the meeting and are slated on the agenda.
From time to time, the Board may ask for opinions or comments from attending members on issues before
the Board. In that event, the following rules shall apply:
● Member comment shall be limited to two minutes per member.
● Each member shall be allowed to speak no more than two times on each issue unless a majority
of the Board present approves further comment. Debate on any issue will alternate between pro
and con speakers. At any time, the President, or a majority of the Board present, may call for an
end of a member’s comments as well as ask that no member comment be solicited.
● If any member or visitor attending the meeting is asked to leave the meeting by the President, then
that member/visitor shall do so immediately. It shall be at the discretion of the President if the
member/visitor asked to leave is allowed to return to the meeting.
● If comment from the membership is not called for by the Board, and a member wishes to make a
comment, the member may raise his/her hand. However, it shall be at the discretion of the President
if he/she wishes to call on the member.
● The Board may elect to close its meeting to the members at any time (thus, enter “executive
session”), and an estimate of time may be given to the attending Club members by the President
as to when (and if) the meeting will reconvene in “regular session.”
● There shall be no smoking in the meeting room

I "think" the above is quite clear that we are allowed to debate, but the sentence in here concerns me. "At any time, the President, or a majority of the Board present, may call for an end of a member’s comments as well as ask that no member comment be solicited." I assume this is alluding to if a motion is considered dilatory by the board?

However, there are also various other references in our PPM that address members being able to speak at board meetings, some are just passing references. But this particular one addresses RONR indirectly.

"Each call-in member who wishes to address the Board may do so on any topic(s) they choose for up to two minutes
just prior to going into Executive Session. The caller will be invited by the Recording Secretary or another Board
member to come off mute and address the Board. Each speaker will be informed when the two minutes are up.
The speaker will then promptly finish and go back on mute. Normal rules of meeting etiquette and decorum apply."

Edited May 17, 2023 at 04:47 PM by M Goodman

[Rob Elsman]

These rules are not all what Robert's Rules call standing rules. Actually, some of them are in the nature of special rules of order. Since the vote required to suspend standing rules is different than that for special rules of order, it is unwise to mix the two in the same text; distinguishing one from the other causing confusion, division, and frustration.

Not being in the business of interpreting a society's own rules, all I can say is follow what the rules say—whatever that means. If these rules are ambiguous or nonsensical, it may be time to rewrite them.

[Josh Martin]

On 5/17/2023 at 11:46 AM, M Goodman said:

I "think" the above is quite clear that we are allowed to debate, but the sentence in here concerns me. "At any time, the President, or a majority of the Board present, may call for an end of a member’s comments as well as ask that no member comment be solicited." I assume this is alluding to if a motion is considered dilatory by the board?

The rules in question provide "From time to time, the Board may ask for opinions or comments from attending members on issues before the Board." In my view, this means it is at the board's discretion whether to permit persons who are not board members to speak on this matter.

To the extent that the board chooses to permit member comment, the members may speak under the time limits specified, until such time as the board chooses to end the comments (or a particular comment).

So far as I can tell, these rules place these matters in the board's sole discretion and do not specify certain reasons why the board might choose to omit the comment period or cut short the comment period.

On 5/17/2023 at 11:46 AM, M Goodman said:

However, there are also various other references in our PPM that address members being able to speak at board meetings, some are just passing references. But this particular one addresses RONR indirectly.

"Each call-in member who wishes to address the Board may do so on any topic(s) they choose for up to two minutes
just prior to going into Executive Session. The caller will be invited by the Recording Secretary or another Board
member to come off mute and address the Board. Each speaker will be informed when the two minutes are up.
The speaker will then promptly finish and go back on mute. Normal rules of meeting etiquette and decorum apply."

This rule, on the other hand, appears to provide that any member may speak on any topic, for up to two minutes, and does not appear to grant the board the authority to cut such comments short or omit such comments, except to the extent that "Normal rules of meeting etiquette and decorum apply." The rule appears to refer specifically to a "call-in member" and refers to speaking just prior to the board entering executive session. So it is not clear that the rule is applicable in the present circumstances.

It is ultimately, of course, up to the organization to interpret its own rules.

Edited May 17, 2023 at 05:21 PM by Josh Martin

[Gary Novosielski]

I wonder if a motion to Rescind is the right way to go on this.  From the description, but not having a complete understanding of your custom rules, I think it's possible that the Board has exceeded its powers by creating term limits for committees, when 50:7 tells us the terms length of committees, and that a bylaw or other rule is required to change that.  

If that's true, and your rules are silent on committee terms, then the Board adopted a motion that conflicts with the parliamentary authority, creating a continuing breach that is subject to a Point of Order that it should be deemed null and void.  Is the Board empowered to create new rules for the membership, on it's own initiative!?  That would be unusual and, in my view, dangerous.

[M Goodman]

On 5/17/2023 at 12:11 PM, Rob Elsman said:

 

Not being in the business of interpreting a society's own rules, all I can say is follow what the rules say—whatever that means. If these rules are ambiguous or nonsensical, it may be time to rewrite them.

This is exactly what the membership would like to see happen. That we revise our bylaws and clarifications in our PPM.

[M Goodman]

On 5/17/2023 at 2:21 PM, M Goodman said:

This is exactly what the membership would like to see happen. That we revise our bylaws and clarifications in our PPM.

 

On 5/17/2023 at 12:50 PM, Gary Novosielski said:

I wonder if a motion to Rescind is the right way to go on this. 

 

To be honest the members had only had a few days to get on the agenda and (in addition to asking for discussion) it was the only other thing we could come up with to make sure the issue addressed. We were not sure what the proper way was.

 

[M Goodman]

On 5/17/2023 at 12:11 PM, Rob Elsman said:

These rules are not all what Robert's Rules call standing rules. Actually, some of them are in the nature of special rules of order. Since the vote required to suspend standing rules is different than that for special rules of order, it is unwise to mix the two in the same text; distinguishing one from the other causing confusion, division, and frustration.

Not being in the business of interpreting a society's own rules, all I can say is follow what the rules say—whatever that means. If these rules are ambiguous or nonsensical, it may be time to rewrite them.

"If they are special rules of order under who's purview would instituting them fall? The membership or board? In our bylaws (as well as our PMM) is silent as to whose purview this would fall under.  I would think according to RONR 2:22 it would fall to the membership.  Here is what our bylaws state concerning the boards duties "

Section 1. Amendments to the Certificate of Incorporation and Bylaws or to the Standard for the Breed may be proposed by the Board of Directors or by written petition addressed to the Recording Secretary and signed by 20 percent of the Voting Membership in good standing. Amendments proposed by petition shall be promptly considered by the Board of Directors and must be submitted to the Voting Members, with the recommendations of the Board, by the Recording Secretary for a vote within three months of the date when the petition was received by the Recording Secretary.

Section 2. The Certificate of Incorporation and Bylaws and the Standard for the Breed may be amended at any time provided a copy of the proposed amendment(s) has been mailed by the Recording Secretary to each Voting Member, accompanied by a ballot on which s/he may indicate his or her choice for or against the action to be taken. The ballot shall specify a postmark date not less than 30 days after the date of mailing by which date the ballots must be returned to the Recording Secretary, or independent auditing firm designated by the Board of Directors, to be counted. The favorable vote of two-thirds of the Voting Members in good standing who return valid ballots within the time limit shall be required to effect any such amendment."

Edited May 17, 2023 at 07:51 PM by M Goodman

[Josh Martin]

On 5/17/2023 at 2:50 PM, M Goodman said:

"If they are special rules of order under who's purview would instituting them fall? The membership or board? In our bylaws (as well as our PMM) is silent as to whose purview this would fall under.  I would think according to RONR 2:22 it would fall to the membership.  Here is what our bylaws state concerning the boards duties "

I do not think RONR (12th ed.) 2:22 is most on point on this topic. As I have previously noted, please see RONR (12th ed.) 49:15 regarding the authority of a subordinate board to adopt rules.

I am not entirely clear on what particular rules you are referring to. As a general matter, a board may adopt rules of order for board meetings to the extent that such rules do not conflict with any rules adopted by the society, including the parliamentary authority.

Also, what you have quoted appears to relate to amendment of the bylaws, articles of incorporation, and standard for the breed, not to the authority of the board generally.

Edited May 17, 2023 at 08:03 PM by Josh Martin

[M Goodman]

On 5/17/2023 at 3:02 PM, Josh Martin said:

I do not think RONR (12th ed.) 2:22 is most on point on this topic. As I have previously noted, please see RONR (12th ed.) 49:15 regarding the authority of a subordinate board to adopt rules.

I am not entirely clear on what particular rules you are referring to. As a general matter, a board may adopt rules of order for board meetings to the extent that such rules do not conflict with any rules adopted by the society, including the parliamentary authority.

You all are so much more adept and clear than I am, and apologies if I use incorrect language or do not properly convey my thoughts. Please continue to question and correct me as I am only trying to get things straight in my head 😁!! This situation is so complicated and confusing to me!  What I trying to get at is (operating under the premise that our PPM is a document containing basically standing rules/special rules of order among other things) is whether the board has the authority to adopt new rules without the membership approval and place them in our PPM. 49:15 "Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." I am kind of confused about this. Does this apply to just rules within the board itself? Does it mean in can institute new rules for the whole membership? I am trying hard to understand the meaning of it. If you could explain the meaning of 49:15 it would be of immense help to me!!!  I want to thank you all for your answers as they  have given me a greater understanding of the situation, but I am still confused about a lot as well. Thank you and everyone else taking the time out to help me understand!!! You cannot believe how much I appreciate it!!!

[M Goodman]

Just another tidbit for in regards to club meetings. As we are a small US nationwide club having about 15,000 (approximately 1/2 are voting members) scattered all over, we have only one Annual meeting scheduled per year. This is "one" of the reasons member are allowed to speak and attend board meetings-so we know what is going on. We do have the option to call for a Special Club meeting which most likely will be our next step if we do not resolve this in the next board meeting.

[Gary Novosielski]

Yes, that refers to rules for the board itself--"its own special rules...."   It cannot adopt rules that the membership is obliged to follow, as the board is a subordinate body to the membership. It is free to recommend rule changes to the membership, which the membership may adopt, reject, amend, or ignore. 

Conversely, the membership can issue instructions to the board which it is obliged to follow.

[M Goodman]

Sorry to keep bothering you all on this, but you all have been extremely helpful in me understanding .  I have another question-How can the board impose term limits on some standing committees but not others seeing as they all fall under one heading in the bylaws? Excerpt from the boards announcement "This is especially true for committees that are distinguished by mandates critical to the functioning of the ******** and those that are highly impactful to club membership and the breed more broadly." They then named the specific committees that this applied to. In my way of thinking, (which I admit may be incorrect 😄) it appeared that they basically created a sub-category of standing committees, which is why we believe it would somehow need to be put in the bylaws-like a sub category called "Special Standing Committees" or something similar. . Is there anything in RONR that would help to clarify or speaks to this? This is why I originally thought that RONR 1:6 "......c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly’s membership." , because it mentioned  groups. I hope I am clear as to what I am asking, I do understand that it is not a membership right to be on a committee, but wouldn't it infringe on the committee (group) rights because other committees (groups) in the same category do not have to do the same? Please forgive me if this is redundant, but I am just trying to get these things straight in my head.

[Joshua Katz]

On 5/18/2023 at 7:30 AM, M Goodman said:

I have another question-How can the board impose term limits on some standing committees but not others seeing as they all fall under one heading in the bylaws?

Well (and I'm taking a risk by entering this late without reviewing everything above) I have a different question. How can the board impose term limits on a bylaw-created standing committee at all? And I mean that to be rhetorical. I don't think it can, unless the bylaws explicitly authorize it to do so.

[Richard Brown]

On 5/18/2023 at 7:34 AM, Joshua Katz said:

Well (and I'm taking a risk by entering this late without reviewing everything above) I have a different question. How can the board impose term limits on a bylaw-created standing committee at all? And I mean that to be rhetorical. I don't think it can, unless the bylaws explicitly authorize it to do so.

Those are my thoughts as well.

[M Goodman]

 Forgive me again as I appear not to be clear (what I am thinking in my head is not translating well into text 😄)  none of the actual names of  particular standing committees are mentioned in our bylaws. The particular names of the standing committees were stated stated in the board announcement in regards to introducing terms limits only to the specific standing committees mentioned, but would not apply to those not mentioned. All that is said about standing committees is the following and very general:

ARTICLE V

 

COMMITTEES

Section 1. Committees:

a) There shall be Standing Committees to advance the breed in health-related areas. Each health-related committee shall make reports to the membership on an annual basis, with interim reports to the ****** Board when requested by the Board. The Board may appoint additional health-related committees as it deems necessary.

b) The Board may at any time appoint Standing Committees to deal with breed conformation and performance events such as dog shows, agility, obedience/rally trials, water trials, and other areas which may well be served by a committee."

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Josh Martin]

On 5/18/2023 at 7:30 AM, M Goodman said:

How can the board impose term limits on some standing committees but not others seeing as they all fall under one heading in the bylaws?

I do not think it has been conclusively established yet that the board may establish term limits for standing committees. To the extent that it can, however, the board would be free to apply term limits to some standing committees but not others, notwithstanding that "they all fall under one heading in the bylaws."

On 5/18/2023 at 7:30 AM, M Goodman said:

In my way of thinking, (which I admit may be incorrect 😄) it appeared that they basically created a sub-category of standing committees, which is why we believe it would somehow need to be put in the bylaws-like a sub category called "Special Standing Committees" or something similar.

I do not think that this is correct. I do not agree that this constitutes a "sub-category" of standing committees or that these are "special standing committees." Applying term limits has no effect on a committee's status as a standing committee. It is the committee, not the terms of the members, which has permanent existence. Members serve for a term corresponding to that of the officers, unless the bylaws or other rules provide otherwise, and the organization is free to define term limits for certain committees if it wishes.

It may or may not be that the term limits would need to be placed in the bylaws, depending on what the bylaws say on this matter.

On 5/18/2023 at 7:30 AM, M Goodman said:

Is there anything in RONR that would help to clarify or speaks to this?

The most relevant rules on this matter would appear to be RONR (12th ed.) 50:7, 50:9, 50:14.

On 5/18/2023 at 7:30 AM, M Goodman said:

This is why I originally thought that RONR 1:6 "......c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly’s membership." , because it mentioned  groups. I hope I am clear as to what I am asking, I do understand that it is not a membership right to be on a committee, but wouldn't it infringe on the committee (group) rights because other committees (groups) in the same category do not have to do the same?

The full context of RONR (12th ed.) 1:6 reads as follows:

"The basic principle of decision in a deliberative assembly is that, to become the act or choice of the body, a proposition must be adopted by a majority vote; that is, direct approval—implying assumption of responsibility for the act—must be registered by more than half of the members present and voting on the particular matter, in a regular or properly called meeting of the body (see also 44:1–2). Modifications of the foregoing principle that impose a requirement of more than a majority vote arise: (a) where required by law; (b) where provided by special rule of a particular organization or assembly as dictated by its own conditions; or (c) where required under the general parliamentary law in the case of certain steps or procedures that impinge on the normal rights of the minority, of absentees, or of some other group within the assembly's membership." RONR (12th ed.) 1:6

I do not believe that in this connection, "some other group within the assembly's membership" is referring to a committee - and even if it was, I don't understand where you are going with this. The rule in question simply provides that certain matters require more than a majority vote for adoption (which may well be the case here). It says nothing in regard to what body adopts things or whether certain things must be included in the bylaws.

On 5/18/2023 at 11:18 AM, M Goodman said:

a) There shall be Standing Committees to advance the breed in health-related areas. Each health-related committee shall make reports to the membership on an annual basis, with interim reports to the ****** Board when requested by the Board. The Board may appoint additional health-related committees as it deems necessary.

b) The Board may at any time appoint Standing Committees to deal with breed conformation and performance events such as dog shows, agility, obedience/rally trials, water trials, and other areas which may well be served by a committee."

Based on these additional facts, which I thank you for providing, my view on this matter is that because the committees in question are not enumerated in the bylaws, the committees are created and appointed by the board, and the committees report to the board, my view is that it is entirely within the board's authority to adopt term limits for committees if it chooses to do so. Such rules may be applied only to certain standing committees if the board wishes.

The board may not, however, apply the term limits only to some members and not others. If a rule provides a term limit for certain committees, it is applicable to all members of those committees. If the board wished to remove only some members and not others, it would have been better to simply remove those members, or not reappoint them when their term expires.

If the organization wishes to restrict the board's apparently broad authority in connection with committees, the organization will need to amend the bylaws.

[M Goodman]

On 5/18/2023 at 2:00 PM, Josh Martin said:

The most relevant rules on this matter would appear to be RONR (12th ed.) 50:7, 50:9, 50:14.

Yes!  50.7 is exactly on point! The board is limited to serving 2 consecutive 2 year terms per our bylaws :

*******

Section 1. Board of Directors: The Board of Directors ("Board," "Directors," or "Board of Directors") shall be comprised of ten members, all of whom shall be Voting Members in good standing and who are residents of the United States. The Board shall be elected for one two-year term as provided in Article VI below and shall serve until their successors are installed. Each Director shall be limited to serve no more than two consecutive two-year terms. General management of the PWDCA’s affairs shall be entrusted to the Board of Directors.

********

And below is the part actual announcement from the board  stating the following committees will limited to serving 2 consecutive 3 year terms (with 3 years off in-between), applied retroactively  and also stating of multiple members exceed term limits they can stay and be rotated of later.

 

******* "To that end, the Board of Directors has taken the following actions regarding the Breeder Development, Finance, Judges Education, Specialty Event (National Specialty) and Water Trial Committees:

 

1. Committee membership tenure will be limited to a maximum of two consecutive three-year terms (six consecutive years), at which time the committee member must step down for a minimum of three years before being reconsidered for the same committee. For committees that have multiple members with tenure of six or more consecutive years, the two longest serving members will rotate off first. In the case of more than two members having the same tenure, Chairs may ask members who have served longer than six consecutive years for volunteers willing to resign. For 2023, this process will begin June 1, and going forward the process will repeat at year end, commencing December 31st, 2024."

*********

It is interesting to note that of 5 committees mentioned, 4 of the committees have current board members on them who do not have to leave, in one of the four has two members. These are current board members who get to choose the people they new people to be placed on the committees. In addition our board votes on who is on the nominating committee and, of course a board member is on it. Though I am not sure when it happened, ex-officio member title  was placed next to the name of the treasurer on the finance committee member roster. Correct me if I am wrong, but I don't believe term limits apply for people with this designation. I have never seen our club ever use it before.

 I personally am not on the board nor any of these committees. I hope by the previous paragraph you can read between the lines as to why we are searching for procedural ways to combat this. Are your sure this  following sentence (from Section 1 Board Members listed above) cannot be taken literally?😄😄😄"Each Director shall be limited to serve no more than two consecutive two-year terms."

I cannot thank you all enough for your patience and time you took answering my questions. I am so grateful for all your assistance in helping me to understand some of the concepts. I am hoping that with your suggested citations coupled with the number of frustrated members signed up for this next board meeting, that they will take away the proposal. Any more suggestions you think of, please list them.

Thank you ever so much,

Mary

 

 

[Josh Martin]

On 5/19/2023 at 12:59 AM, M Goodman said:

The board is limited to serving 2 consecutive 2 year terms per our bylaws :

Based on these facts, committee members serve two year terms, unless otherwise provided in the organization's rules. The rule in question does not say "unless otherwise provided in the bylaws." It says "unless the bylaws or other rules otherwise expressly provide."

On 5/19/2023 at 12:59 AM, M Goodman said:

And below is the part actual announcement from the board  stating the following committees will limited to serving 2 consecutive 3 year terms (with 3 years off in-between), applied retroactively  and also stating of multiple members exceed term limits they can stay and be rotated of later.

Based on the facts presented, my view is that nothing prevents the board from adopting a rule of this nature. As previously noted, the bylaws grant the board the authority to appoint committees, and are silent concerning such matters as term lengths or limits (or even what committees exist). However, the membership is free to adopt a rule superseding the board's determination if it so chooses.

The board has apparently also provided an exception in the event that multiple members exceed term limits to allow some persons to stay and be rotated off later. This does not seem unreasonable. If such a provision was not included, it may well be the case that every member of every committee would need to be replaced at once, which likely would not be desirable.

Whether the rule as a whole is a good idea on the merits is something I leave to the judgment of the organization.

On 5/19/2023 at 12:59 AM, M Goodman said:

Though I am not sure when it happened, ex-officio member title  was placed next to the name of the treasurer on the finance committee member roster. Correct me if I am wrong, but I don't believe term limits apply for people with this designation. I have never seen our club ever use it before.

I am in agreement that term limits for committee service would not be applicable to ex-officio members. An ex-officio member is a person who serves on a committee (or board) automatically due to some other position, and would maintain service on the committee for as long as they hold the position which grants it. The ordinary rules pertaining to the term lengths or term limits for committee members would not apply - rather, it would be the term lengths and limits for the other position which would be applicable. Ex-officio status would only be granted due to some provision in your organization's rules.

On 5/19/2023 at 12:59 AM, M Goodman said:

 I personally am not on the board nor any of these committees. I hope by the previous paragraph you can read between the lines as to why we are searching for procedural ways to combat this. Are your sure this  following sentence (from Section 1 Board Members listed above) cannot be taken literally?😄😄😄"Each Director shall be limited to serve no more than two consecutive two-year terms."

I'm not entirely certain what you are getting at, but to the extent you are asking if this rule is applicable to board members serving on committees, it does not. The rule clearly applies to service on the board.

Edited May 19, 2023 at 05:56 PM by Josh Martin

[M Goodman]

Yet another question. I "JUST"  found this buried in our PPM about the board forming committees. It certainly does allude, or at least give rise to the argument, that the membership did not give them the authority to impose term limits on standing committees-only for special/adhoc committees. There are quite a few references in RONR concerning board authority. If one were to make this argument, is there a particular reference in RONR concerning authority given that would be most impactful?

 

A motion to create a new committee must be approved by a two-thirds majority vote of the full Board. The motion must include:
● Name of committee.
● Mission and scope.
● Size and composition of committee.
● Method of selecting committee members and positions.
● Any special funds that must be allocated to the committee.
● Any special authority to act that is granted to the committee.
● First quarterly reporting date, subsequent report schedule, and/or special directives.
● Term (for special/ad hoc committees).

 

[Atul Kapur]

On 5/20/2023 at 6:48 PM, M Goodman said:

There are quite a few references in RONR concerning board authority. If one were to make this argument, is there a particular reference in RONR concerning authority given that would be most impactful?

RONR (12th ed.) 49:5 "... the board has only such power as is delegated to it by the bylaws or by vote of the society’s assembly referring individual matters to it."

[Josh Martin]

On 5/20/2023 at 5:48 PM, M Goodman said:

Yet another question. I "JUST"  found this buried in our PPM about the board forming committees. It certainly does allude, or at least give rise to the argument, that the membership did not give them the authority to impose term limits on standing committees-only for special/adhoc committees. There are quite a few references in RONR concerning board authority. If one were to make this argument, is there a particular reference in RONR concerning authority given that would be most impactful?

A motion to create a new committee must be approved by a two-thirds majority vote of the full Board. The motion must include:
● Name of committee.
● Mission and scope.
● Size and composition of committee.
● Method of selecting committee members and positions.
● Any special funds that must be allocated to the committee.
● Any special authority to act that is granted to the committee.
● First quarterly reporting date, subsequent report schedule, and/or special directives.
● Term (for special/ad hoc committees).

I concur with Dr. Kapur about the applicable citation, but I'm not sure I find the argument persuasive. If anything, I think the language cited here may strengthen the board's position. I would interpret "term" here as referring to the "term" of the committee itself, and not of the individual members (which is why it is applicable only to special committees). In my view, term limits would reasonably fall under "Method of selecting committee members and positions."

It seems even more clear now that the board is granted expansive authority with regard to committees under your rules. If the organization doesn't like that, then the organization will have to amend the rules.

I would also again reiterate that if the board is granted authority to appoint committee members, defeating the term limits issue, in and of itself, won't really resolve this problem, as the board could accomplish the same objective by simply not appointing committee members to a new term, or removing members.

Edited May 22, 2023 at 11:37 AM by Josh Martin

[Atul Kapur]

On 5/22/2023 at 7:35 AM, Josh Martin said:

I concur with Dr. Kapur about the applicable citation, but I'm not sure I find the argument persuasive.

To be clear, I was only providing the citation in response to the question

On 5/20/2023 at 6:48 PM, M Goodman said:

is there a particular reference in RONR concerning authority given that would be most impactful?

 

I did not assess at all whether the excerpt of the PPM assisted or damaged @M Goodman's arguments and I am very happy to accept and recommend Mr. Martin's commentary on that.