Committees making Committees

[Tomm]

Okay, this is what happened today when I attended a Finance & Budget Committee meeting as a guest...

First of all, it has been established by the board and management to create 5 year rolling budgetary plans.

It was decided at today's F&B meeting, by the committee, that they, along with members from the Long Range Planning Committee, will establish what they are calling a Team 5 (5 year plan). The Team will consist of 3 members from the F&B committee and 3 members of the Long Range Planning Committee. This is because the Long Range Planning Committee recommends how some dollars need to be spent in the future.

This just doesn't feel right to me because both of those committees are standing committees and special committees can't be appointed/established to perform a task that falls within the assigned function of an existing standing committee?? (50:10) This, a budget, seems to me to be the task of the F&B committee so perhaps it should rather be a sub-committee within the F&B committee with certain members of the Long Range Planning committee being appointees?

And if it can in fact be created as a special committee, doesn't that have to be done by the board at a board meeting?

And would it be correct that for the committee members from the Long Range Planning committee to be appointed to the sub-committee, they would need to be authorized by the board? (50:15) 

Finance and Budget Committee: The purpose of the Finance and Budget Committee is to review financial statements to determine the financial performance year-to-date of the operation in comparison to budget and the previous year, advise the Board of any concerns regarding the financial operations and make recommendations to the Board regarding the annual operating and capital budget. In addition, the Finance and Budget Committee will recommend approval for Chartered Club auditors to the Board.

Long Range Planning Committee: The purpose of the Long Range Planning Committee is to provide the Board with reports, recommendations, and suggestions regarding the future needs of Members and a suggested timeframe to implement future facilities and programs to meet those needs.

[Josh Martin]

On 12/7/2023 at 8:23 PM, Tomm said:

This just doesn't feel right to me because both of those committees are standing committees and special committees can't be appointed/established to perform a task that falls within the assigned function of an existing standing committee?? (50:10) This, a budget, seems to me to be the task of the F&B committee so perhaps it should rather be a sub-committee within the F&B committee with certain members of the Long Range Planning committee being appointees?

I leave to the organization's judgment whether the proposed task for this committee falls within the assigned functions of one of these standing committees. To the extent that it does, I concur that creating a special committee would conflict with 50:10, and that the committee should instead be created as a subcommittee of the appropriate committee.

On 12/7/2023 at 8:23 PM, Tomm said:

And if it can in fact be created as a special committee, doesn't that have to be done by the board at a board meeting?

Yes, that's correct. Committees may create subcommittees, but committee have no authority to create new committees of the board. Only the board could do that.

On 12/7/2023 at 8:23 PM, Tomm said:

And would it be correct that for the committee members from the Long Range Planning committee to be appointed to the sub-committee, they would need to be authorized by the board? (50:15) 

It is correct that a subcommittee may only consist of members of the parent committee, unless otherwise authorized by the parent assembly. So if this is created as a subcommittee of one of these committees, authorization from the board will be required to appoint persons from the other committee.

Edited December 8, 2023 at 12:22 PM by Josh Martin

[Gary Novosielski]

On 12/8/2023 at 7:21 AM, Josh Martin said:

I leave to the organization's judgment whether the proposed task for this committee falls within the assigned functions of one of these standing committees. To the extent that it does, I concur that creating a special committee would conflict with 50:10, and that the committee should instead be created as a subcommittee of the appropriate committee.

Yes, that's correct. Committees may create subcommittees, but committee have no authority to create new committees of the board. Only the board could do that.

It is correct that a subcommittee may only consist of members of the parent committee, unless otherwise authorized by the parent assembly. So if this is created as a subcommittee of one of these committees, authorization from the board will be required to appoint persons from the other committee.

I agree with Mr. Martin's response.

I would suggest though, that it would not strain the rules too much for the two committees to adopt a joint recommendation that such a new committee be established, if they could agree on identical language to be reported to the board.

But the board would still be obligated to refuse such a request if they determined that it would conflict with the provisions of 50:10.

Edited December 8, 2023 at 05:05 PM by Gary Novosielski

[Tomm]

On 12/8/2023 at 10:03 AM, Gary Novosielski said:

I would suggest though, that it would not strain the rules too much for the two committees to adopt a joint recommendation that such a new committee be established, if they could agree on identical language to be reported to the board.

So are you saying that that new committee would be considered a special committee and would first need to be approved by the board? Or can the committees simply agree on identical language, establish itself and just report it to the board?

[Josh Martin]

On 12/8/2023 at 11:17 AM, Tomm said:

So are you saying that that new committee would be considered a special committee and would first need to be approved by the board? Or can the committees simply agree on identical language, establish itself and just report it to the board?

I believe what Mr. Novosielski is saying is that nothing would prevent some or all of the members of both committees from meeting in an informal capacity, and for the existing committees to individually adopt identical language, and for each of the existing committees to report to the board. Under this arrangement, no new committee or subcommittee is ever established.

Edited December 8, 2023 at 05:36 PM by Josh Martin

[Tomm]

On 12/8/2023 at 10:36 AM, Josh Martin said:

Under this arrangement, no new committee or subcommittee is ever established.

Then how would you define what the Team 5 would be if not a Committee or a Sub-committee? 

[Gary Novosielski]

On 12/8/2023 at 12:17 PM, Tomm said:

So are you saying that that new committee would be considered a special committee and would first need to be approved by the board? Or can the committees simply agree on identical language, establish itself and just report it to the board?

No, I believe I said that they could adopt a joint recommendation to the board that the board should establish such a committee.  The board could then decide whether or not to do so, or perhaps find that it was not in order to do so, according to 50:10.

[Josh Martin]

On 12/8/2023 at 11:49 AM, Tomm said:

Then how would you define what the Team 5 would be if not a Committee or a Sub-committee? 

It would be nothing. It would have no formal status in the organization. It would be an informal group of members.

On 12/8/2023 at 12:04 PM, Gary Novosielski said:

No, I believe I said that they could adopt a joint recommendation to the board that the board should establish such a committee.  The board could then decide whether or not to do so, or perhaps find that it was not in order to do so, according to 50:10.

I apologize. I misunderstood. I agree that is another option.

[Tomm]

On 12/8/2023 at 11:36 AM, Josh Martin said:

It would be nothing. It would have no formal status in the organization. It would be an informal group of members.

So then I would suppose that that informal group could meet as often as it liked, however, if that group came up with proposed cause of action they would need to report it to one of the standing committees and only that standing committee could make the recommendation to the board?

[Josh Martin]

On 12/9/2023 at 3:03 PM, Tomm said:

So then I would suppose that that informal group could meet as often as it liked, however, if that group came up with proposed cause of action they would need to report it to one of the standing committees and only that standing committee could make the recommendation to the board?

You've got it.

Edited December 9, 2023 at 09:46 PM by Josh Martin