Interpretation of bylaws for formation of committees

[acc]

Hi all,

My organization's bylaws state the following:

Quote

Subject to law, the provisions of the Declaration and these Bylaws, the Board of Directors, may appoint an Executive Committee, a Covenants Committee to be responsible for the covenant enforcement as provided in Section 4.14 and such other standing or temporary committees as may be necessary from time to time consisting of Owners and at least one member of the Board of Directors and having such powers as the Board of Directors may designate. Such committees shall hold office at the pleasure of the Board. 

Is it an accurate interpretation that all power is thus granted to The Board of Directors to form committees and by appointment, which supersedes the ability for any member to form committees per RONR? In other words, are members thus excluded from forming committees?

[Josh Martin]

Something seems to have gone wrong, and the quote from your bylaws is appearing as a black box. I was able to highlight and view the text underneath. For the benefit of others, here it is:

"Subject to law, the provisions of the Declaration and these Bylaws, the Board of Directors, may appoint an Executive Committee, a Covenants Committee to be responsible for the covenant enforcement as provided in Section 4.14 and such other standing or temporary committees as may be necessary from time to time consisting of Owners and at least one member of the Board of Directors and having such powers as the Board of Directors may designate. Such committees shall hold office at the pleasure of the Board."

On 3/4/2024 at 4:31 PM, acc said:

Is it an accurate interpretation that all power is thus granted to The Board of Directors to form committees and by appointment, which supersedes the ability for any member to form committees per RONR? In other words, are members thus excluded from forming committees?

It is ultimately up to the organization to interpret its own bylaws.

Personally, however, I do not think it is an accurate interpretation that this rule prohibits the membership from appointing its own committees. It certainly does prohibit the membership from appointing the Executive Committee (which is really a "board within a board") or the Covenants Committee, but the membership could appoint other committees.

I will say, that generally speaking, my experience is that the bylaws and/or applicable law grant the board of an HOA or similar organization (which is what this appears to be) vast power over the operations of the association, and the powers of the membership are generally quite limited. So it may well be that committees appointed by the membership have very little ability to do much of anything. But I would think that, at a minimum, the membership could certainly appoint committees to make recommendations to the membership.

I don't quite know what you mean by "the ability for any member to form committees per RONR." RONR does not grant individual members any such ability. Perhaps what you mean to say is that, under RONR, any member may propose for the membership to form a committee.

[acc]

Hi Josh, thank you for your response. I have a Board Meeting coming up in just a few hours so I wanted to make sure I say the right thing. (And yes, my organization is an HOA for which I am President.)

On 3/4/2024 at 3:11 PM, Josh Martin said:

I will say, that generally speaking, my experience is that the bylaws and/or applicable law grant the board of an HOA or similar organization (which is what this appears to be) vast power over the operations of the association, and the powers of the membership are generally quite limited. So it may well be that committees appointed by the membership have very little ability to do much of anything. But I would think that, at a minimum, the membership could certainly appoint committees to make recommendations to the membership.

 

That makes sense. The point I am trying to make to the members (without really saying it) is that the committee that they have motioned to form has no deciding power, which rests with the Board.

On 3/4/2024 at 3:11 PM, Josh Martin said:

I don't quite know what you mean by "the ability for any member to form committees per RONR." RONR does not grant individual members any such ability. Perhaps what you mean to say is that, under RONR, any member may propose for the membership to form a committee.

I've been reading Robert's Rules for Dummies (4th edition of course) and that was what I've gotten from it thus far. Maybe. I'm still new to this and my sources are scattered. I'll admit ChatGPT is one of those sources, which I've fed both our bylaws and a copy of Robert's Rules to.

After having a closer look, RRfD does say this:

Quote

... when the organization's members are creating a committee or naming members to the committee, no special authority is required.

I think the first quote I made of yours above is the safest thing to run with. I don't want to discourage participation.

[Josh Martin]

On 3/4/2024 at 5:31 PM, acc said:

That makes sense. The point I am trying to make to the members (without really saying it) is that the committee that they have motioned to form has no deciding power, which rests with the Board.

I express no view on whether this is correct. Under RONR, the ultimate authority rests with the membership. But as I have noted above, this may well be correct due to your bylaws or applicable law.

On 3/4/2024 at 5:31 PM, acc said:

I've been reading Robert's Rules for Dummies (4th edition of course) and that was what I've gotten from it thus far. Maybe. I'm still new to this and my sources are scattered. I'll admit ChatGPT is one of those sources, which I've fed both our bylaws and a copy of Robert's Rules to.

I would not suggest ChatGPT as a reliable source on parliamentary procedure.

Robert's Rules for Dummies, however, is a quite good third-party guide on Robert's Rules of Order.

What I am trying to clarify with regard to your statement that "the ability for any member to form committees per RONR," is that this power resides with the membership as a whole, to be exercised by majority vote. No individual member has the power to create a committee. I'm reasonably familiar with the text of Robert's Rules for Dummies, and I don't believe this conflicts with what Mr. Jennings says on this matter. I understand him to be referring to the membership as an assembly when he says "the organization's members."

(I mean, I guess any group of people can get together and call themselves a committee. It's a free country. But that won't be an official committee of the membership.)

Edited March 4, 2024 at 11:43 PM by Josh Martin

[acc]

On 3/4/2024 at 3:42 PM, Josh Martin said:

But as I have noted above, this may well be correct due to your bylaws or applicable law.

Apart from the Architectural Review Committee, the bylaws mention comittees in only the one paragraph I have quoted and section 4.14, which specifically mentions Covenants Committees.

On 3/4/2024 at 3:42 PM, Josh Martin said:

What I am trying to clarify with regard to your statement that "the ability for any member to form committees per RONR," is that this power resides with the membership as a whole, to be exercised by majority vote. No individual member has the power to create a committee.

Understood.

On 3/4/2024 at 3:42 PM, Josh Martin said:

(I mean, I guess any group of people can get together and call themselves a committee. It's a free country. But that won't be an official committee of the membership.)

Point also taken.

Thanks for clarifying. I think I know what to say now.

The committee in question was formed hastily and I am willing to let it stand but during this upcoming meeting I want to set parameters for its operation: goals and a due date, etc.

[Gary Novosielski]

On 3/4/2024 at 7:39 PM, acc said:

The committee in question was formed hastily and I am willing to let it stand but during this upcoming meeting I want to set parameters for its operation: goals and a due date, etc.

I'm not sure what this refers to.  You said that a member moved to form a committee.  Is that the committee in question?

Was this member a board member, or a general HOA member?

If a general member, this motion must have been made at a membership meeting, not a board meeting.  Is that the case?

If so, was this motion adopted?   Has the committee been appointed?  

There's really not enough information in your question to allow a full answer.

[acc]

Hi Gary,

On 3/4/2024 at 9:06 PM, Gary Novosielski said:

You said that a member moved to form a committee.  Is that the committee in question?

Yes.

On 3/4/2024 at 9:06 PM, Gary Novosielski said:

as this member a board member, or a general HOA member?

A general HOA Member.

On 3/4/2024 at 9:06 PM, Gary Novosielski said:

this motion must have been made at a membership meeting, not a board meeting.  Is that the case?

That is correct, the motion was made at a Meeting of the Members.

On 3/4/2024 at 9:06 PM, Gary Novosielski said:

so, was this motion adopted?   Has the committee been appointed?

Yes and yes, in mid-February.

[Gary Novosielski]

Well, then it sounds like the committee has been properly established and appointed, at least if the rules in RONR apply.  But I can't say how this comports with the laws concerning HOAs.  

In any case, if this is a valid committee, it reports to the membership, not the board, so bear that in mind going forward. What, if anything was this committee charged with doing, when it was created?

[acc]

On 3/7/2024 at 11:09 AM, Gary Novosielski said:

Well, then it sounds like the committee has been properly established and appointed, at least if the rules in RONR apply.

I agree, that does seem to be the case.

On 3/7/2024 at 11:09 AM, Gary Novosielski said:

In any case, if this is a valid committee, it reports to the membership, not the board, so bear that in mind going forward.

Understood.

On 3/7/2024 at 11:09 AM, Gary Novosielski said:

What, if anything was this committee charged with doing, when it was created?

The text in the minutes is that it is an "ad hoc advisory committee." They are performing research for the community.