A Few Thoughts on Committees

#robertsrules #parliamentaryprocedure #boards #boardmembers #boardgovernance #boardofdirectors

My recent posts on minority reports and discharging a committee have reminded me that the role of committees is often misunderstood. That’s the topic today in Episode 24 of Tuesday’s Teachable Tweet in #ParliamentaryProcedure - a short post to clarify the purpose and authority of committees.

#RobertsRules of Order and other parliamentary authorities have much to say about committees (how they’re selected and how they should operate and report), but today, our focus is on a few typical ‘problems’ that arise with committees, based in part on my own previous experience. (I will expand on this topic in a future blog article.)

Many organizations use committees to build membership engagement capacity; committees are seen as entry-level bodies through which members wishing to become more involved can volunteer without having to commit to a more intensive leadership role as an officer or a board member.

In such a model, even committees appointed by a board of directors will include non-board members, a mechanism that serves two purposes: broadening expertise/experience beyond a small group of board members, plus providing an opportunity for potential future board members to gain experience and exposure.  

These are good ways to use committees, but it’s important to keep in mind that a committee has less authority to act independently than a board. While it is possible for a body to appoint a committee with power to act in certain areas (e.g., an appeals committee), typically committees are elected or appointed to investigate/research/review a topic in depth and return with findings and/or recommendations to the parent body to which the committee is accountable. The parent body (board, council or general membership meeting), after reviewing the committee’s report, can then decide whether and how to act on its advice.

Committees can sometimes misunderstand their role. I recall a committee established to recommend procedural changes in the way its parent council conducted its meetings. The committee chair gave instructions to staff to start implementing the proposed changes before the parent council had even seen them, let alone approved them. The chair and her committee were outraged when informed that staff could not implement the changes before the council had decided on them. Ultimately, as it turned out, the council rejected most of the committee’s recommendations as unworkable.

Another problem that arose more than once in my experience was that of a committee trying to meet in camera (i.e., closed or executive session), while excluding the assigned staff secretary/advisor. In most organizations that employ staff, it is usually only the audit committee that has that option (to meet with the external auditors in the absence of management staff). Unless the terms of reference permit it, other committees do not have that authority, and in those cases, a committee meeting isn’t official without the assigned staff being present. If a committee wants the ability to exclude staff, it needs to seek such authority from its parent body.

Another issue that occasionally occurs is the special or ad hoc committee that is appointed to look at a specific, time-limited issue, but conducts itself as if it were more permanent, e.g., like a standing committee. There are significant differences between special and standing committees, and one of them is that special committees are prohibited from extending their existence past the term of their parent body without explicit consent - see Robert’s Rules (12th ed.), 50:30. Vigilance is sometimes required to rein in an ambitious special committee that feels it can just keep on going, like the Energizer bunny.

Committees sometimes identify so strongly with their recommendations that they are unable to understand when their board or council declines to accept the committee’s advice. What’s the point in asking a committee to look at something, it is often said, if you aren’t going to accept their recommendations?

Well, there are many reasons why a matter is assigned to a committee; one of them is that a board or council feels it doesn’t have enough time or information at the present to make an informed decision, and refers the issue to a committee for more detailed study. Sometimes, of course, particularly if an issue is controversial, some bodies just aren’t ready to make a decision, punting it to a committee, in part, to buy time.

Whatever the reason for the referral, it’s helpful to consider a committee recommendation in the same way we view any other motion that brings business before an assembly. Whether a motion originates from a committee or an individual member, it is still just a proposal – there is no guarantee that a majority will support it; it is subject to debate and potential change through amendment; it can be further deferred (through referral back to the committee or to another committee or by postponement); and, ultimately, it can be accepted in full, partly accepted or defeated outright.

The decision of a parent body not to accept a committee recommendation does not mean that the work of the committee was wasted. It is often precisely because of the committee’s research, analysis and advice that the members of a parent board or council are finally able to see the full implications of an issue; it sometimes takes a committee report to clarify the matter – even if, in the end, the committee’s recommendations are rejected.

When these situations occur, we need to keep firmly in mind the difference in roles between a committee and a board or council. The mandate of a committee is to drill down into an issue, explore various options, and provide the parent body with the best advice possible – on that particular issue. The parent body, however, has broader responsibilities, and needs to place the recommendations of each of its committees in a wider context.

Committees are very important to organizations; indeed, much of the hard policy work of most organizations occurs at the committee level, which is where many or most initiatives originate. It is critically important, therefore, that everyone involved in the decision-making process (committee members and board or council members) understand clearly their roles and authority. Clear terms of reference for committees can help, along with some of these suggestions:

·       When creating board committees that consist of non-board members, ensure that there is at least one board member on each committee to act as a liaison between the committee and the board. This helps ensure communication so some problems can be avoided before a committee heads off in the wrong direction.

·       If an organization employs staff, consider assigning a staff advisor to each committee to provide support and information.

·       When referring a matter to a committee, particularly when establishing a special or ad hoc committee, carefully draft the referral motion so both the parent body and the committee members are clear on what is being referred, what the committee is to do, when they are to report, and any other issues that would help focus the committee and help its members with their work. 

Finally, of course, consider providing regular parliamentary training for members of your board or council and committees. I have experience offering workshops specifically designed for committee chairs and committee members. The more information members have, the better they understand their roles, enabling them to contribute more effectively to the organization. Feel free to visit my website for more information and/or to get in touch with me directly.