Delegating authority to change committee composition

[rulesasker]

A board's bylaws do not specify how committees are appointed. Can the board appoint its committees by resolution, with an additional resolution that the president may remove and add committee members in between meetings? Or would be the bylaws need to be changed because RONR 50:14 says that if the board appoints the committee then the board would need to remove someone, and it cannot delegate that authority?

[J. J.]

Yes, if this a committee of the board and there are no other rules governing this.

What you are asking for is effectively to establish a special rule of order, that will take a 2/3 vote with notice or a majority of the entire membership of the board.  See 2:14-2:22, with an emphasis on 2:22. 

[Rob Elsman]

I disagree with @J. J. that the appointment or removal of members of the board's committees outside the context of a meeting has anything to do with rules of order, special or otherwise.  See RONR (12th ed.) 2:14 ("...in meetings...in that connection.").

 

[Atul Kapur]

What makes you say that the process proposed is occurring outside the context of a meeting?

[rulesasker]

On 6/21/2023 at 5:13 PM, Atul Kapur said:

What makes you say that the process proposed is occurring outside the context of a meeting?

While I did not say so, the question is about action outside a meeting. The concern is that if a committee member needs to be removed quickly to protect confidential information, that needs to be done before the next meeting. 

[J. J.]

On 6/21/2023 at 4:24 PM, Rob Elsman said:

I disagree with @J. J. that the appointment or removal of members of the board's committees outside the context of a meeting has anything to do with rules of order, special or otherwise.  See RONR (12th ed.) 2:14 ("...in meetings...in that connection.").

 

The creation of a committee is clearly a rule in the nature of a rule of order.

[Gary Novosielski]

On 6/22/2023 at 9:51 AM, J. J. said:

The creation of a committee is clearly a rule in the nature of a rule of order.

Not if it's done between meetings. 

And here we're not talking about creation, but of adjusting membership.  And not just that, but delegating the power to remove members, specifically so that it could happen between meetings.

Edited June 22, 2023 at 05:19 PM by Gary Novosielski

[rulesasker]

On 6/22/2023 at 12:18 PM, Gary Novosielski said:

Not if it's done between meetings.  And here we're not talking about creation, but of adjusting membership.

2:14 says rules of order "relate to the orderly transaction of business in meetings..." Doesn't adjusting committee membership fit that even if it takes place outside of meetings? RONR 50:13(d) says the chair can be authorized to appoint committees after adjournment. Isn't that a rule or order, even though it governs action outside a meeting?

[J. J.]

On 6/22/2023 at 1:18 PM, Gary Novosielski said:

Not if it's done between meetings. 

And here we're not talking about creation, but of adjusting membership.  And not just that, but delegating the power to remove members, specifically so that it could happen between meetings.

It cannot be done between meetings, unless it is authorized within a meeting.  The authority to appoint is controlled within a meeting. 

[Gary Novosielski]

On 6/22/2023 at 1:48 PM, J. J. said:

It cannot be done between meetings, unless it is authorized within a meeting.  The authority to appoint is controlled within a meeting. 

I disagree, but I don't think that's responsive to the original question anyway.

The question does not relate to the authority to appoint.  That's not in question.  It refers to the delegation of such authority to the president.  It's a power not granted in the bylaws, and one which may run afoul of the prohibition against a board's delegation of its authority. 

 

[J. J.]

On 6/23/2023 at 10:31 AM, Gary Novosielski said:

I disagree, but I don't think that's responsive to the original question anyway.

The question does not relate to the authority to appoint.  That's not in question.  It refers to the delegation of such authority to the president.  It's a power not granted in the bylaws, and one which may run afoul of the prohibition against a board's delegation of its authority. 

 

That very clearly is a special rule (50:8). 

[Gary Novosielski]

On 6/23/2023 at 11:26 AM, J. J. said:

That very clearly is a special rule (50:8). 

No, I'm not talking about non-members.

I was referring to the general principle in 49:12.

[J. J.]

On 6/23/2023 at 5:00 PM, Gary Novosielski said:

No, I'm not talking about non-members.

I was referring to the general principle in 49:12.

50:8 has nothing to do with nonmembers.  It has to do with how a committee can be created.

49:12 would permit other instruments to govern, like the parliamentary authority. 

[Gary Novosielski]

On 6/23/2023 at 6:49 PM, J. J. said:

50:8 has nothing to do with nonmembers.  It has to do with how a committee can be created.

49:12 would permit other instruments to govern, like the parliamentary authority. 

50:8 has to do with how a standing committee can be created, which is not what the OP asked, but even if it were, how ordinary committees can be appointed is covered in 50:13, and the original question suggests we're talking about committees appointed without a fixed term by means other than paragraph (d), i.e., without the involvement of the president.  The question refers to 59:14, which says in part:

[T]he removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see 13:23).

And 13:23 confirms that under these conditions the president cannot replace committee members by his own act.

The question was whether the motion creating the committee can authorize the president to act alone, notwithstanding any of the above.  

 

 

 

 

[J. J.]

On 6/23/2023 at 8:30 PM, Gary Novosielski said:

50:8 has to do with how a standing committee can be created, which is not what the OP asked, but even if it were, how ordinary committees can be appointed is covered in 50:13, and the original question suggests we're talking about committees appointed without a fixed term by means other than paragraph (d), i.e., without the involvement of the president.  The question refers to 59:14, which says in part:

[T]he removal or replacement of a committee member requires the same vote as for any other motion to Rescind or Amend Something Previously Adopted. If appointment was by the president acting alone under paragraph (d), he may remove or replace committee members by his own act (see 13:23).

And 13:23 confirms that under these conditions the president cannot replace committee members by his own act.

The question was whether the motion creating the committee can authorize the president to act alone, notwithstanding any of the above.  

 

 

 

 

However, the chair may be granted the authority to appoint members of a special committee 50:13 d.

The board can, in a meeting, authorize the chair to appoint members of a committee. 

[Gary Novosielski]

On 6/24/2023 at 7:25 AM, J. J. said:

However, the chair may be granted the authority to appoint members of a special committee 50:13 d.

The board can, in a meeting, authorize the chair to appoint members of a committee. 

Yes.  That's a partial solution, but if I read the original question right (Hey, it could happen.) they were looking for a way for the board to originally appoint the committee but allow the president to adjust membership between meetings.  RONR does not seem to have anticipated this situation.

And I'm beginning to see its wisdom in that regard. 🤪

[J. J.]

On 6/24/2023 at 10:26 AM, Gary Novosielski said:

Yes.  That's a partial solution, but if I read the original question right (Hey, it could happen.) they were looking for a way for the board to originally appoint the committee but allow the president to adjust membership between meetings.  RONR does not seem to have anticipated this situation.

And I'm beginning to see its wisdom in that regard. 🤪

They could do that as well, again if this is a committee of the board and if there are no other rules that would conflict with this (45:15).  They would be, effectively, adopting a rule of order.