oasis board cte appt process

[Terry Allen <tallen@sonic.net>]

In looking through Robert's and our bylaws, I found I was unclear about 
exactly what the board is going to do on Monday and how Robert's applies 
to it.

So I spent a little time while New Orleans was kicking field goals to reread
Jon's "reboot" message and R, and I think I have it mostly figured out.
 
| Committees of the membership are out because it would be difficult
| to get the membership to create them according to any of the
| prescribed methods of appointment (Robert's pp. 482-489) and
| impossible to get the membership to oversee the composition of the
| committee by adding or removing members (p. 487, last para).  Note
| that under our existing process, committee membership cannot
| change except by resolution of the body that created the
| committee.

The question remains whether R pp482--89 applies to committees of
the board.  Below, you assert that the board is an assembly, and
R p5 supports you.  So I conclude that all of art. 49 ("Committees")
applies, and including the section "Information, ..." beginning on
p489, which the OASIS board should read before acting:  it obliges the 
secretary of the society (apparently the same as an assembly) to notify all
persons appointed and to provide the committee chair with copies
of the papers, motion or other matter formally referred to it
(which we must not scribble upon).  This will require some written
text to be conveyed, so the board should articulate it.  The other
methods are presumably also available to the board (in those cases,
mentally substitute "board" for "assembly"), but they seem complex
enough to be wary of.

| This leaves committees of the board, which can be of two kinds:
| executive committees (art. 5 sect. 1) and advisory committees
| (art. 5 sect. 2).  Executive committees are proper subsets of the
| board itself and are therefore not appropriate to the construction
| of technical specifications.  This leaves advisory committees,
| which, like the board, are run by Robert's Rules of Order, Ninth
| Edition (art. 5 sect. 3 applied to art. 3 sect. 14).       

Thus R p487 (e) applies, and the board can appoint this committee
by adoption of a motion naming its members; if this route it taken,
the motion must list the names (should be easy to do for the rebooted
PAC).  

| Under Robert's (p. 488), any committee can appoint subcommittees:
| 
|    A committee ... can appoint subcommittees, which are
|    responsible to and report to the committee and not to the
|    assembly.  Subcommittees must consist of members of the
|    committee, except when otherwise authorized by the society in
|    cases where the committee is appointed to take action that
|    requires the assistance of others.
| 
| "Assembly" and "society" refer to the agency that creates the
| committee, in this case the board of directors.  The second
| sentence of art. 5 sect. 2 of the bylaws states in effect that an
| advisory committee can have members that aren't members of the
| board, but it doesn't contain a similar clause about its
| subcommittees, so I think that the inclusion of nonmembers of an
| advisory committee in its subcommittees has to be specifically
| licensed by the board, preferably in the resolution that creates
| the advisory committee. 

I agree; 5.2 refers specifically to committees designated by the board
(though it doesn't say that they must be committees of the board; an
interesting exercise would be to determine whether it forbids OASIS to
have committees of the membership):

"The corporation shall have such other committees as may from time to 
time be designated by resolution of the Board of Directors.  Such other 
committees may consist of persons who are not also members of the Board."

As this is the bootstrap and interim procedure, we need not worry about
refreshing and reappointing committees, but note R p479 top; if these
are standing committees of the board they die when the board changes.

| ...
| 
|    There shall be two advisory committees of the board.  One of
|    these committees shall advise the board regarding process;
|    let's call this the Process Advisory Committee.  The other
|    committee shall advise the board on technical resolutions to
|    be submitted for the approval of the membership; let's call
|    this the Technical Resolution Advisory Committee.  [I can't
|    remember now what name we came up with Friday; I'm open to
|    better suggestions.]
| 
|    In creating the advisory committees, the board shall appoint
|    certain people from among the active members of this list to
|    constitute the PAC, and shall appoint certain people (we can
|    start with the chairs of the intended subcommittees) to
|    constitute the TRAC.  It shall specifically authorize the TRAC
|    to include nonmembers of the TRAC in subcommittees of the
|    TRAC.
| 
|    The TRAC can then create the technical subcommittees on its
|    own initiative and can add or delete members of the
|    subcommittees as necessary on a continuing basis to maintain
|    proper functioning as specified in Robert's (pp. 487-488).          

So what I expect to happen, should the board choose to appoint a
PAC, is that a resolution of the board (bylaws 5.2; on the formality
of resolutions see R p32, 102--04) will be presented to the board,
resolving to create the committee as an advisory committee under
the bylaws, stating its mandate, and naming its chair and members.
The board will then approve it by procedure I don't want to look up,
and the OASIS secretary (Jon Parsons) will notify the appointed
members and convey the appropriate docs to the chair.  I don't find
any support in R for any obligation by the board to announce to the
general membership any of this, or even for the chair to convey
copies of the docs he receives to the members of the committee, but
it would be courteous, and I'll suggest formalizing such courtesy
in the bylaws by and by.

We would then have an advisory committee of the board in accordance
with bylaws 5.2 and R.  Does that all sound approximately right?

regards, Terry