Robert’s Rules for Project Committee

Posted on 16 January 2021

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As a general principle, any organisation has the authority to establish any committee and appoint the committee members, unless this is prohibited by its constitution, by-laws, or any of its governing documents. The general assembly of the organisation shall have this authority, and the governing documents shall delegate and extends this authority to its Board.

The governing documents shall also provide and regulate the duties and power of such a committee. If this provision is absent or there is a gap in the provision in the governing documents, and the governing document does adopt Robert’s Rules of Order (RONR) as its parliamentary authority, RONR does provide some provisions to fill the gap as long as these do not contravene the governing documents.

The salient provisions which are related to the establishment of a “project committee”, are summarised as below: (The numbers in square bracket are cross reference to RONR 12th Edition.)

  1. The governing documents (or any resolution passed in the general assembly) authorise the Board to establish a Committee and to appoint the members of Committee. Otherwise, the Board is prohibited to do so. [49:12]
  2. The Committee established by the Board shall always report to the Board unless the Board directs otherwise. [49:12]
  3. This committee is a “Committee of a Board” and it is subordinate to the Board and requires reporting back to the Board for authority to act. [49:14]
  4. Only the Board has the authority to appoint the member of the Committee unless the Board delegates its appointment authority to the Chair of the Committee or the Committee itself. [49:14]
  5. If any member of the Committee resigned, then the Board has the power to fill the resulting vacancy unless the Board delegates its appointment authority to Chair of the Committee or the Committee itself. [50:17]
  6. The Committee established by the Board for a specified task (e.g., to organize an event) is a “special committee” and the Committee is out of existence once it completed the specified task. [50:3]
  7. If a Committee is appointed “with power”, (e.g., the power to organize an event), this means the Committee is with the power to take all the steps necessary to carry out the duties, except those powers reserved by the Board. [50:5]
  8. The Committee can appoint subcommittees, which is responsible to and report to the Committee. [50:15]
  9. The ex-officio members of the Committee have the same right (but not the obligation) as other members in the Committee. [50:16]
  10. The ex-officio members shall not be counted in determining the number required for a quorum or whether a quorum is present at a meeting. [50:16]
  11. The Chair of the Committee shall call the meetings unless governing documents or the Board directs otherwise. [50:21]
  12. The person calls for the meeting has the responsibility to ensure reasonable notice of its time and place is sent to every committee member. [50:21]
  13. The quorum in the Committee is a majority of its membership unless governing documents or the Board directs otherwise. [50:21]
  14. The special parliamentary procedure for the small board is applicable for the meetings of the Committee, which include the follows: [50:25]
    1. Its members may remain seated while making motion or speaking. [49:21(1)]
    2. Motions need not be seconded. [49:21(2)]
    3. There is no limit to the number of times a member can speak to a debatable question. [49:21(3)]
    4. Informal discussion of a subject is permitted while no motion is pending. [49:21(4)]
    5. If a proposal is clear to all present, a vote can be taken without a motion having been introduced. [49:21(5)]
    6. If the Chairman is also a member of the Committee, he may speak in informal discussions and debate and vote on all questions. [49:21(7)]
    7. Motions to close or limit debate are not applicable in the meeting. [50:25]
  15. The Committee cannot adopt its own rules except unless governing documents or the Board directs otherwise. [50:26]
  16. The special committee which is appointed for a specific purpose, will continue to exist until the duty assigned to its accomplished, or it is discharged by the appointing authority (e.g. the general assembly or the Board), or the appointing authority receives its final report. [50:30]

Clement Ong is a Non-Practicing Advocate & Solicitor (Malaysia) and a Registered Parliamentarian ® accredited by the National Association of Parliamentarians (United States).