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Resignation Question


Matlock69

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My apologies in advance if include any irrelevant information, my intent was to hopefully avoid the need for numerous follow up questions. As you’ll see there’s quite a few moving parts, but the quick summary of the situation is The Pastor submitted his resignation both in writing, as well as verbally to the congregation, roughly a month ago. There was a motion at the most recent, regularly scheduled Church Conference, to reject the resignation and retain him as our pastor. 

I’m including some excerpts from our by-laws that I feel are pertinent; before I go on to the timeline of events. I’ll finish up with my formal question.

Any duplicate “Section” numbers listed are from different “Articles.”

Section 1. Pastor The Pastor is the supervisor of the Church staff and responsible for their performance. He is an ex-officio member of all Church Committees and Deacon Committees.

The Pastor is responsible to the Church body for the performance of his duties. The Personnel Committee with the Chairman of Deacons will be consulted on all matters that pertain to the pastoral-Church body relationship.

The Pastor shall serve at the Church's pleasure until the relationship is terminated at his or the Church's request.

Section 2. Calling a Pastor When the pulpit is vacant the Church shall elect a Pastor Search Committee of seven by secret ballot. Election shall be directed by the Deacons. The committee shall continue its search until the Church agrees upon a Pastor or until the Church replaces the committee.

The prospect selected by the committee shall be presented to the Church in various ways. Then he shall be voted on by secret ballot during a Sunday evening service, notice having been given to the Church in print and by oral announcements two weeks in advance.

Section 5. Officers The officers of the Fellowship of Deacons shall consist of a Chairman, Vice Chairman, Secretary, and Assistant Secretary. These officers shall serve as the Officers of the Fellowship of Deacons, the Church of [City, State], a Religious Corporation, hereinafter referred to as the Corporation.

a. Chairman The Chairman of Deacons shall be President of the Corporation.

The Chairman shall be moderator of the Deacon Body. In the extended absence of the Pastor, the Chairman of Deacons shall automatically become an ex-officio member of all Church Committees and shall supervise the Church staff and employees.

The Chairman of Deacons, with the Secretary, shall sign all legal papers.

The Chairman shall have general supervision of the business of the Corporation, and shall see that the orders and resolutions of the Deacons and of the Church membership are executed.

Section 1. Moderator The Moderator shall be the Pastor or the Chairman of Deacons at the Pastor's request. In the absence of the Pastor, the Chairman of Deacons may preside; in the absence of both, the ranking Deacon Officer present shall call the Church to order and an Acting Moderator shall be elected.

Section 2. Church Clerk The Secretary of Deacons shall also serve as Church Clerk. He shall keep a record of all the actions of the Church. [Other Church Clerk Duties]

 In the interest of accuracy and completeness, the Church Clerk shall require that all motions be submitted in writing by the mover, and if the motion passes, the Church Clerk shall make certain that the wording of the motion in the minutes is correct. 

Section 10. Parliamentarian The Parliamentarian and Associate Parliamentarian to serve in his absence shall be appointed by the Chairman of Deacons who serves as the President of the Corporation as prescribed by Robert’s Rules of Order, Revised, and shall be approved by the Church.

The duties shall include verification of compliance with the Constitution and By-Laws as resolutions are submitted to the Church Conference for approval. Lack of compliance is to be reported to the Pastor or Chairman of Deacons. He shall guide Church Church Conferences in abiding by Robert's Rules of Order, Revised. 

(I’ve checked with a few deacons, but am unable to confirm that the Chairman of the Deacons appointed a parliamentarian for the 2023 year.)

Section 2. Regular Church Conferences for Routine Items Monthly Church Conferences of the Church shall be regularly scheduled. In case of change, notification of one week shall be given by announcements in all Worship Services.

Section 4. Special Church Conferences for Non-Routine Items The Pastor, Chairman of Deacons, or a majority of the Deacons, may call a Church Conference to consider non-routine matters such as those concerning staff, policy, debt, [etc.] Announcement of such meetings shall be given at each regularly scheduled Worship Service for a period of one (1) week prior to the meeting, and written notice in Church publications may also be given. 

Section 5. Quorum A quorum shall consist of Church Members attending and voting at any properly ordered Church conference.

Section 6. Parliamentary Rules Robert's Rules of Order, Revised, shall be the authority for parliamentary rules of procedure for all Church Church Conferences.

 

I’m including a timeline of events (with dates) just because there’s quite a few “events” and there’s one “document” that I’ll refer to that has specific dates in it.

-        The Pastor’s voluntary resignation was presented to and accepted by the Chairman of Deacons on April 29, 2023.

-        The Pastor announced his voluntary resignation to the congregation on May 7, 2023.

  • During his verbal resignation to the congregation, The Pastor indicated that his written resignation indicated that he would serve till the end of May 2023, at the pleasure of the deacons.

-        The Chairman of the Deacons announced to the congregation, on the morning of May 21, 2023, that deacons are putting together a plan to take nominations for a Pastor Search Committee, pursuant to Article II, Section 2 of the Church Bylaws.

-        The regularly scheduled monthly Church Conference took place on May 24, 2023 with the Chairman of the Deacons presiding and the following agenda being provided to the members in attendance. The Pastor was not in attendance.

  • Changes in Church Membership
  • Review and Approve:
    • April Meeting Minutes
    • Finance Committee Report
  • New Business
    • [The Pastor] Severance Agreement recommendation
    • Church Treasurer Nomination

-        While the agenda lists it as a “Severance Agreement” the document that was included in the meeting packet was titled “Statement of Severance Package.”  What I feel are pertinent items from that document are listed below:

  • VOLUNTARY RESIGNATION: Your Voluntary Resignation was presented to and accepted by the Chairman of Deacons on April 29, 2023, and announced to the congregation the morning of May 7, 2023. By signing this document, you acknowledge you resign voluntarily.
  • SEPARATION DATE: Your employment Separation Date will be May 26, 2023. You will receive your regular compensation and benefits through this date.
  • SEVERANCE PAY:  By signing this agreement and abiding by its terms, you will receive severance payments less required tax withholdings, to be paid on the regular schedule. The Severance Payment Period will terminate [Date], or with notification to The Church that you have secured full time employment, whichever comes first.
  • VACATION: Further, as part of your severance, you will receive your earned but unused vacation of 10 days, less required tax withholdings, paid to you in full on or before your Separation Date of May 26, 2023.
  • RETIREMENT CONTRIBUTIONS: You will receive employer matching retirement contributions only for the period through your Separation Date. This benefit will end on May 26, 2023.

-        After the last item on the agenda (Church Treasurer Nomination) was completed, there was a call for any other new business. There was a motion from the floor as follows: “That the church reject The Pastor’s resignation and retain him as The Pastor of our church”.

  • It was rather quickly and correctly pointed out that since this was a regular Church Conference this non-routine item could not be voted on at this meeting.
  • After much discussion/debate, the motion was amended to state “For the deacons to call a special Church Conference to vote on rejecting The Pastor’s resignation and retaining him as The Pastor.” This motion passed by a simple majority.
  • The motion, nor any of the amendments were presented in writing to the Church Secretary/Clerk during the meeting.
  • During the discussion/debate, a Point of Order was raised that the church had just unanimously approved the “Statement of Severance Package.” While this point was well taken at the time it was raised, it ultimately was never addressed before the meeting adjourned.

-        On May 26, 2023, The Pastor was paid for his unused vacation and his employer matched retirement contributions ceased.

-        On May 28, 2023, the Chairman of the Deacons announced “On June 11, 2023 a special called church conference will be held to address the motion approved at the May 2023 church conference on whether the church body desires to take steps to retain The Pastor as our Pastor.

My stance on the situation is that we currently do not have a Pastor and therefore the only option moving forward is to proceed with electing the Pastor Search Committee, pursuant to Article II, Section 2 of the Church Bylaws. If that Pastor Search Committee wants to "present" the Pastor that just resigned as their candidate, that's perfectly fine, but reinstating him any other way would be in direct violation of the Church Bylaws.  So the ultimate question is how do I make sure that the processes clearly lined out in the Church Bylaws are adhered to? Or if I'm completely wrong, please advise. :)

Thank you for your time, if you’ve made it this far. I welcome any and all constructive comments, questions and concerns.

Edited by Matlock69
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  • Matlock69 changed the title to Resignation Question

I think that’s what I was trying to illustrate. The closest we (the members) came to “accepting,” was approving his severance package. Then proceeded to follow through with time sensitive things such as paying out unused vacation and ending employer matched retirement contributions.

Edited by Matlock69
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First, I am almost certain that there is a contract with the (ex-)Pastor, so there would be legal issues involved.

However, as far as parliamentary procedure applies, I note that the bylaws as quoted say

On 5/28/2023 at 6:34 PM, Matlock69 said:

Section 1. Pastor ....

The Pastor shall serve at the Church's pleasure until the relationship is terminated at his or the Church's request.

This suggests to me that the Pastor may unilaterally terminate the relationship (as may the Church).

So whatever RONR says on accepting resignations is immaterial, as the bylaws supercede anything in RONR.

Edited by Atul Kapur
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On 5/28/2023 at 6:34 PM, Matlock69 said:

The Pastor shall serve at the Church's pleasure until the relationship is terminated at his or the Church's request.

 

On 5/29/2023 at 2:37 AM, Atul Kapur said:

This suggests to me that the Pastor may unilaterally terminate the relationship (as may the Church).

So whatever RONR says on accepting resignations is immaterial, as the bylaws supercede anything in RONR.

I will have to disagree, though the wording is not clear.  There seems to be some need for the relationship to be "terminated" through some action, though either party may initiate it.  The severance package seems to be that termination.

Note that even if the Pastor is terminated, there is no procedural rule against rehiring him.

I also would treat the bolded part of this rule as a rule in the nature of a rule of order: 

On 5/28/2023 at 6:34 PM, Matlock69 said:

Section 2. Calling a Pastor When the pulpit is vacant the Church shall elect a Pastor Search Committee of seven by secret ballot. Election shall be directed by the Deacons. The committee shall continue its search until the Church agrees upon a Pastor or until the Church replaces the committee.

The prospect selected by the committee shall be presented to the Church in various ways. Then he shall be voted on by secret ballot during a Sunday evening service, notice having been given to the Church in print and by oral announcements two weeks in advance.

It would be possible for the Church to suspend the rules (by a 2/3 vote) and that the presumably former pastor be appointed.  The motion would be "to suspend the rules and recommend to the Church, at the Sunday evening service on  ___________, that __________ be chosen as Pastor."

It would be advisable to take the vote on the motion to suspend the rules by ballot.   Notice requirements cannot be suspended and must be strictly complied with in this case. 

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On 5/29/2023 at 9:22 AM, J. J. said:

I also would treat the bolded part of this rule as a rule in the nature of a rule of order: 

It would be possible for the Church to suspend the rules (by a 2/3 vote) and that the presumably former pastor be appointed.  The motion would be "to suspend the rules and recommend to the Church, at the Sunday evening service on  ___________, that __________ be chosen as Pastor."

It would be advisable to take the vote on the motion to suspend the rules by ballot.   Notice requirements cannot be suspended and must be strictly complied with in this case. 

I was under the impression that the "in the nature of a rule of order" was an extremely narrow exception having to do with procedural things such as changes to an order of business, or allowing someone other than the president to preside.

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On 5/29/2023 at 11:31 AM, Matlock69 said:

I was under the impression that the "in the nature of a rule of order" was an extremely narrow exception having to do with procedural things such as changes to an order of business, or allowing someone other than the president to preside.

A rule of order is a rule that relates "to the orderly transaction of business within a meeting and to the duties of officers in that connection (2:14)."

The appointment of a committee and the referral of some subject to it deal with the transaction of business within a meeting.  Even the creation of a standing committee may be done by a rule of order (50:8).  The creation and appointment of a committee is not a rule of which the violation creates a breach of continuing nature (23:60) and can otherwise be suspended (25:7-25:12).

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Couple of thoughts:

I think there is a difference between a normal resignation (i.e., a request to be excused from a duty) and a contract that says it may be terminated at any time by unilateral action. A resignation is technically not unilateral.  It is a request that, in theory, might or might not be granted, and in this case there is an assertion that it was not.  If there is a preëxisting agreement that says it may be terminated by either party, then it could be argued that the "resignation" offered in writing and orally actually terminated the agreement, as concurrence by the other party is expressly unnecessary.

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It could also be argued that formulating the severance package was tantamount to accepting the resignation, in much the same way that filling a vacancy, even in the absence of an acceptance of the resignation that caused it, is deemed to imply acceptance of the resignation.  This is, of course, assuming that acceptance is even necessary.  

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J.J. and I have exhibited a somewhat different notion of what rules are in the nature of rules of order.  I don't believe that a bylaws provision that a committee shall be elected by secret ballot, and administered by the Deacons, is a provision that can be suspended at a meeting, without so much a previous notice.  I don't even think the mandate of a secret ballot can be suspended.  

---

It would be nice to know if the pastor would agree to being retained/rehired at all. If he's not on board, the rest of this is moot.

 

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I would love to hear a 2nd opinion on this one. In my view this is the furthest thing from a rule of order. It's one of the few things that's meticulously spelled out in our bylaws.

On 5/29/2023 at 11:32 AM, J. J. said:

A rule of order is a rule that relates "to the orderly transaction of business within a meeting and to the duties of officers in that connection (2:14)."

Almost all of this committee's business take place outside a business meeting. This provision in the bylaws is not to facilitate the orderly transaction of business. It's to facilitate probably the most important the decision the members ever have to vote on.  

On 5/29/2023 at 11:32 AM, J. J. said:

The appointment of a committee and the referral of some subject to it deal with the transaction of business within a meeting.  Even the creation of a standing committee may be done by a rule of order (50:8).  

I would say that 50:8(a) is most applicable in this situation. "by a specific provision of the bylaws."

On 5/29/2023 at 11:32 AM, J. J. said:

 The creation and appointment of a committee is not a rule of which the violation creates a breach of continuing nature (23:60) and can otherwise be suspended (25:7-25:12).

25:11 appears to be in direct contradiction with your interpretation. Suspending this rule would deny individual members the right to make motions to form this very committee.  

 

 

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On 5/29/2023 at 4:33 PM, Matlock69 said:

I would love to hear a 2nd opinion on this one. In my view this is the furthest thing from a rule of order. It's one of the few things that's meticulously spelled out in our bylaws.

Almost all of this committee's business take place outside a business meeting. This provision in the bylaws is not to facilitate the orderly transaction of business. It's to facilitate probably the most important the decision the members ever have to vote on.  

I would say that 50:8(a) is most applicable in this situation. "by a specific provision of the bylaws."

25:11 appears to be in direct contradiction with your interpretation. Suspending this rule would deny individual members the right to make motions to form this very committee.  

 

 

The  referral and appointment take place solely within the meeting. 

Note that 50:8 specifically permits standing committees to be established as a rule of order; establishing a committee is therefore a rule in the nature of a rule of order.

25:4 very clearly shows an example where no member can make an amendment to a motion.  If adopted no member can move to commit.  25:11 refers to suspending the rule to prohibit a specific member from making a motion.  A motion "to suspend the rules and prohibit Matlock69 from moving to refer some action to a committee" is out of order, on the ground you suggested.  A motion "to suspend the rules and prohibit anyone from moving to refer this to a committee" is not out of order.  That is the principle behind such motions as Previous Question, which is cited in 25:11.  

 

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On 5/29/2023 at 5:41 PM, J. J. said:

Note that 50:8 specifically permits standing committees to be established as a rule of order; establishing a committee is therefore a rule in the nature of a rule of order.

That's true in general, but when a specific named committee is expressly set forth in the bylaws as being required in order to hire a pastor, and when it must be elected by the membership, and the election must be by secret ballot, and the administration of the election is to be done by the Deacons, and when the charge to the committee is spelled out in the bylaws, this is not the general case.  This bylaw is quite explicit and does not provide for its own suspension.

I strongly suggest that it is not suspensible. A motion to simply hire a pastor is not in order.  Having left the position (if we agree that he is no longer pastor) then to resume that office he must go through the process as a new hire would, including the formation of a search committee.  Granted that if the society clearly wished to rehire him, the committee would have a quick and easy task, but with such an explicit bylaws provision, it is not reasonable to say that this process. could simply be waved aside.

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On 5/29/2023 at 6:13 PM, Gary Novosielski said:

That's true in general, but when a specific named committee is expressly set forth in the bylaws as being required in order to hire a pastor, and when it must be elected by the membership, and the election must be by secret ballot, and the administration of the election is to be done by the Deacons, and when the charge to the committee is spelled out in the bylaws, this is not the general case.  This bylaw is quite explicit and does not provide for its own suspension.

I strongly suggest that it is not suspensible. A motion to simply hire a pastor is not in order.  Having left the position (if we agree that he is no longer pastor) then to resume that office he must go through the process as a new hire would, including the formation of a search committee.  Granted that if the society clearly wished to rehire him, the committee would have a quick and easy task, but with such an explicit bylaws provision, it is not reasonable to say that this process. could simply be waved aside.

It being in the bylaws is not an issue, however.  Even when there is a degree of specificity,the rule deals with the appointment of a committee, the election of its members, and the consideration of it recommendation.  Those all clearly deal with the transaction of business within a meeting.  I know of no reason why those could not be suspendable. 

I will add that the Pastor is not an officer of the Church, according to the quoted bylaws.  While RONR does have specific rules related to the election of officers, and does require that certain things be placed in the bylaws, it does not have rules for what is, effectively, the hiring of an employee. 

The sole question would be the rule that members be elected to this committee, if formed, by ballot.  There are two problems: 

1.  No one is actually being elected to this committee, and;

2.  The vote to suspend the rules may be taken by ballot, which I would suggest.  While a rule requiring a ballot cannot be suspended, it certainly would not appear to  be being suspended or violated. 

Edited by J. J.
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Does the word “shall” not mean the same thing in RONR? We’ve got bylaws stating members shall elect a committee by secret ballot. Said committee is responsible for providing essentially a candidate for “CEO” that the members shall vote on. Again by secret ballot.

Was this the interpretation Mr. Robert intended for his rules? 

Frankly I’m the least worried about people acknowledging that he’s no longer our Pastor, and then moving to suspend the pastor search committee bylaw. 

My concern is that they’re ignoring numerous facts contrary and trying to act like he’s still our Pastor. I can’t imagine an objective party looking at the totality of the circumstances and being able to argue in good faith, that he’s still the Pastor. 

 

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On 5/29/2023 at 7:49 PM, Matlock69 said:

Does the word “shall” not mean the same thing in RONR? We’ve got bylaws stating members shall elect a committee by secret ballot. Said committee is responsible for providing essentially a candidate for “CEO” that the members shall vote on. Again by secret ballot.

Was this the interpretation Mr. Robert intended for his rules? 

Frankly I’m the least worried about people acknowledging that he’s no longer our Pastor, and then moving to suspend the pastor search committee bylaw. 

My concern is that they’re ignoring numerous facts contrary and trying to act like he’s still our Pastor. I can’t imagine an objective party looking at the totality of the circumstances and being able to argue in good faith, that he’s still the Pastor. 

 

The word "shall" does  not make it unsuspendable nor does "shall" make it not a rule in the nature of a rule of order. 

General Robert wrote in 1915:  “Sometimes societies include in their by-laws some rules relating to the transaction of business without any intention, evidently, of giving these rules any greater stability than is possessed by other rules of their class, and they may be suspended the same as if they were called rules of order (ROR, 4th ed., p. 85).”   That has been modified over the years, but, if anything, it has been broadened. 

Since it looks like the Church declined to accept the resignation, he may still be your pastor.  Conversely, with the permission of the majority, it is possible for him to withdraw the resignation. 

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On 5/29/2023 at 9:28 PM, J. J. said:

The word "shall" does  not make it unsuspendable nor does "shall" make it not a rule in the nature of a rule of order. 

General Robert wrote in 1915:  “Sometimes societies include in their by-laws some rules relating to the transaction of business without any intention, evidently, of giving these rules any greater stability than is possessed by other r, ules of their class, and they may be suspended the same as if they were called rules of order (ROR, 4th ed., p. 85).”   That has been modified over the years, but, if anything, it has been broadened. 

Since it looks like the Church declined to accept the resignation, he may still be your pastor.  Conversely, with the permission of the majority, it is possible for him to withdraw the resignation. 

I think it's quite evident that the bylaw here was fully intended to have greater stability than ordinary rules.   It is arguably the most important matter the society is called upon to decide.

The bylaws establish the process used to call a pastor, using a search committee to accomplish its charge, with the bulk of its work done outside the context of a meeting. Suspension of the rules, when used, expires with the adjournment of that session.  A motion to dispense with this process and elect a pastor is a motion in conflict with the bylaws and is not in order.  Even if it were possible to defer the use of the search committee, that order can't outlive the session it was made at, so the rule requiring a committee still exists.

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On 5/29/2023 at 9:39 PM, Matlock69 said:

Frankly, none of that refuted my previous statement. 
 

I welcome any good faith arguments. 

None of your previous statements correspond what your rules, or RONR, are. 

As I have indicated, the wording of your rules is not clear on exactly how a resignation works.  The rule may be interpreted to say that the Church needed to accept the resignation and that the Pastor, with the permission of the Church, may withdraw that resignation.  I really cannot determine if the severance package was offered as an incentive to resign or if it was to finalize an action. 

If he did resign, he may be rehired.  Provided that proper notice is given for the vote to rehire, the rules may be suspended to permit the Church to vote to rehire him, without needing to appoint a committee.  I would suggest that the vote to suspend the rules be taken by ballot.  It is the correct argument and made in good faith.

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On 5/29/2023 at 10:24 PM, J. J. said:

None of your previous statements correspond what your rules, or RONR, are. 

As I have indicated, the wording of your rules is not clear on exactly how a resignation works.  The rule may be interpreted to say that the Church needed to accept the resignation and that the Pastor, with the permission of the Church, may withdraw that resignation.  I really cannot determine if the severance package was offered as an incentive to resign or if it was to finalize an action. 

If he did resign, he may be rehired.  Provided that proper notice is given for the vote to rehire, the rules may be suspended to permit the Church to vote to rehire him, without needing to appoint a committee.  I would suggest that the vote to suspend the rules be taken by ballot.  It is the correct argument and made in good faith.

I strongly disagree the last paragraph, and I hope additional members will weigh in.

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On 5/29/2023 at 10:23 PM, Gary Novosielski said:

I think it's quite evident that the bylaw here was fully intended to have greater stability than ordinary rules.   It is arguably the most important matter the society is called upon to decide.

The bylaws establish the process used to call a pastor, using a search committee to accomplish its charge, with the bulk of its work done outside the context of a meeting. Suspension of the rules, when used, expires with the adjournment of that session.  A motion to dispense with this process and elect a pastor is a motion in conflict with the bylaws and is not in order.  Even if it were possible to defer the use of the search committee, that order can't outlive the session it was made at, so the rule requiring a committee still exists.

We are not talking about the 4th edition, only what Gen. Robert said.  As noted, the standard for suspension has broadened and the "greater stability" no longer exists. 

The bulk of the work of a standing committee is done outside of a meeting, yet its creation is unambiguously a rule in the nature of a rule of order (50:8).

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On 5/29/2023 at 9:28 PM, J. J. said:

The bulk of the work of a standing committee is done outside of a meeting, yet its creation is unambiguously a rule in the nature of a rule of order (50:8).

This isn’t a standing committee. It’s a special committee. It goes out of existence as soon as they have completed a specified task. (50:3)

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@Gary Novosielski my apologies for not addressing your constructive and well reasoned feedback until now. This was the feedback that I sought out when I initially posted here, and I greatly appreciate it.

On 5/29/2023 at 9:26 PM, Gary Novosielski said:

I strongly disagree the last paragraph, and I hope additional members will weigh in.

I strongly agree with both of these statements.

 

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