Whereas clauses

[Tomm]

Do the statements in the "Whereas" clause of a Resolution hold the same power as the "Therefore, Be it Resolved motion"?

It kinda appears that the "Whereas'' are more of a function of the debate process to approve the motion than the actual motion itself.

[rulesasker]

No, they form what is called a preamble, see 10:16. They are the reasons the motion should be adopted. The resolutions, beginning with "resolved," are the actions taken.

[Josh Martin]

On 7/30/2023 at 1:30 PM, Tomm said:

Do the statements in the "Whereas" clause of a Resolution hold the same power as the "Therefore, Be it Resolved motion"?

The statements in the "Whereas" clauses consist of statements of background information and reasons why the resolution should be adopted. As a consequence, generally it will be immaterial what "power" those statements have, since the actual actions in the resolution are contained in the "Resolved" clauses.

Why does this question arise? Did the assembly mistakenly put actions in the Whereas clauses? Or is there an attempt to infer an instruction or action from the statements in the "Whereas" clauses?

On 7/30/2023 at 1:30 PM, Tomm said:

It kinda appears that the "Whereas'' are more of a function of the debate process to approve the motion than the actual motion itself.

I would not go quite that far. "Whereas" clauses are an actual part of the resolution and are to be included in the minutes and in printed copies of the resolution. They are not just debate.

The purpose of "Whereas" clauses is often "for cases where it provides little-known information without which the point or the merits of a resolution are likely to be poorly understood, where unusual importance is attached to making certain reasons for an action a matter of record." RONR (12th ed.) 10:16

Often, these clauses are used in formal documents intended for publication or presentation. Some organization have an unfortunate habit of just throwing "Whereas" clauses in everything, which is not a good idea. "It should be emphasized that neither rule nor custom requires a resolution to have a preamble, and one should not be used merely for the sake of form." RONR (12th ed.) 10:16, emphasis in original

For more information concerning preambles, see RONR (12th ed.) 10:16-19.

Edited July 30, 2023 at 08:18 PM by Josh Martin

[Tomm]

On 7/30/2023 at 1:16 PM, Josh Martin said:

Did the assembly mistakenly put actions in the Whereas clauses?

WHEREAS Article VI of the Corporate Bylaws empowers the Board to create or eliminate committees as they may deem necessary to properly and effectively carry on the affairs of the Corporation.

WHEREAS Article VI of the Corporate Bylaws defines a standing committee as a small group of Members, subordinate to the Board of Directors, which is organized to assist the Board in specific areas as assigned.  (emphases added)

WHEREAS Article VI of the Corporate Bylaws states that standing committees have no decision making authority and are limited to presenting ideas and recommendations to the Board of Directors and Management.

Because Standing Committees are only stated and authorized in a Policy and not a bylaw or special rule of order I'm wondering if the highlighted comment above would fall under one of the requirements stated in 50:8 because each standing committee has a specific assigned purpose, (i.e. Election Committee, Bowling Committee, Golf Committee). 

Therefore, are the Standing Committees required to be established from a bylaw or special rule of order?

I know we kinda went thru this before but at that time we were only looking at one particular committee and its assigned task. I'm wondering if the above statement would encompass all the committees because of their specific assigned purpose. 

[Josh Martin]

On 7/30/2023 at 4:08 PM, Tomm said:

Because Standing Committees are only stated and authorized in a Policy and not a bylaw or special rule of order I'm wondering if the highlighted comment above would fall under one of the requirements stated in 50:8 because each standing committee has a specific assigned purpose, (i.e. Election Committee, Bowling Committee, Golf Committee). 

Therefore, are the Standing Committees required to be established from a bylaw or special rule of order?

I know we kinda went thru this before but at that time we were only looking at one particular committee and its assigned task. I'm wondering if the above statement would encompass all the committees because of their specific assigned purpose. 

I would first note that I do not think the existence of this whereas clause in a resolution has anything to do with the answer to this question. The controlling rule on this matter is found in RONR (12th ed.) 50:8, as you have noted. This rule reads as follows:

"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." RONR (12th ed.) 50:8

It is not possible to categorically answer this question for all standing committees. This analysis must be completed individually for each standing committee based upon the individual committee's assigned duties.

[Tomm]

On 7/30/2023 at 3:02 PM, Josh Martin said:

This analysis must be completed individually for each standing committee based upon the individual committee's assigned duties.

What I don't understand is, if each committee has a specific title that addresses a specific area, then why is that not sufficient to satisfy "if all business of a certain class is to be automatically referred to the committee;?"   Bowling issues will certainly not be addressed by the Golf committee?

What am I missing? 

[Joshua Katz]

On 7/30/2023 at 5:32 PM, Tomm said:

What am I missing? 

Seemingly, that the name of a committee does not create an automatic referral. If the name of the committee were "the committee to which all business on bowling is to automatically referred" we'd be closer, and have a clear indication of intent, but I'd say we'd still need a rule referring such business automatically (which is why it requires a 2/3 vote to make it so). Otherwise, that business would come before the board, which could refer it, or not.

[Gary Novosielski]

On 7/30/2023 at 6:32 PM, Tomm said:

What I don't understand is, if each committee has a specific title that addresses a specific area, then why is that not sufficient to satisfy "if all business of a certain class is to be automatically referred to the committee;?"   Bowling issues will certainly not be addressed by the Golf committee?

What am I missing? 

You are missing the word automatically.  Simply naming a committee does not automatically refer anything to it at all.  

[Josh Martin]

On 7/30/2023 at 5:32 PM, Tomm said:

What I don't understand is, if each committee has a specific title that addresses a specific area, then why is that not sufficient to satisfy "if all business of a certain class is to be automatically referred to the committee;?"   Bowling issues will certainly not be addressed by the Golf committee?

What am I missing? 

Thank you for the clarification.

Certain organizations adopt rules providing that, if motions pertaining to a subject matter are introduced at a meeting of the parent assembly, those motions shall automatically be referred to the committee with jurisdiction over those matters, without any action needed by the assembly to make the referral. That is the sort of rule that phrase is referring to.

In most assemblies, such a referral is not automatic, and the assembly is not precluded from acting upon the matter immediately, without referring it to a committee for further study. A motion for a referral would require a majority vote for adoption. It may well be that it is obvious which committee would study the issue if it were to be referred to a committee, but the assembly also has the option of not referring it to a committee at all. (I would also note that not all situations are as clear cut as a Bowling and Golf committee. There are certainly cases where there could be some overlap between the assigned responsibilities of committees.)

The fact that a committee is assigned general responsibilities in regard to a particular subject area, in itself, is not sufficient to trigger RONR (12th ed.) 50:8.

Edited July 30, 2023 at 11:53 PM by Josh Martin