The primary method by which members guide the Club is participation in the committee system. The system facilitates input from members that is focused, arises out of a real interest in the relevant area of the Club, is grounded in thoughtful consideration and study, and is mediated by discussion and the formation of consensus with other similarly-interested members.
The rights, powers and duties of all committees are at all times subject to the power of the Board of Trustees....
From time to time the Board of Trustees shall adopt written guidelines for each committee in which
(1) the purpose and composition of the committee shall be established and
(2) the committee is given guidance concerning the relationship of the committee to
the officers, trustees and staff personnel.
Article VI, Section 1
Each of the
[Activities, Finance, House & Grounds, Membership, Tennis, Athletic, Food & Beverage, Archives, Planning & Policy and Technology & Communications
committees] ...
is an "advisory committee" and not a "committee of the board,"
within the meaning of such terms as used in RCW 24.03A.525.
The same is true of each other committee and subcommittee created by the Board of Trustees ...,
except for the following, which are "committees of the board:"
committees and subcommittees whose members are all members of the Board of Trustees
(or are other Active members, if and to the extent that, without their inclusion, it would impossible or impracticable for the Club
to comply with applicable law other than the Washington Nonprofit Corporation Act).
The Board of Trustees shall not delegate any of its authority to an advisory committee, and an advisory committee may not exercise any of the powers of the Board.
A committee of the board may not take any action contrary to RCW 24.03A.575(5).
Article VI, Section 15
3/20/24: Amendment added this Section.
The Executive Committee and the Compensation Committee, however, are "committees of the board," and there may be circumstances in which the Board creates one or more other ad hoc committees of the Board. In addition, the 401(k) Trustees exercise powers delegated to that group necessary for it to serve in a fiduciary capacity under ERISA, which is expressly authorized by the Nonprofit Corporation Act.
See also Chapter 290.
All committee members except the Tennis Captain are appointed by the
President and approved by the Board of Trustees.... any member of any committee may be removed by a majority vote of
the Board of Trustees.
Article VI, Section 1
The Chair of the Tennis Committee, known as the Tennis Captain, shall be elected annually for a term of one (1) year and
shall be an ex officio member of the Board of Trustees.
Article VI, Section 6
10/25/17: Amendment made the Tennis Captain a voting member of the Board of Trustees, rather than a non-voting member.
Emeritus members ... may not be voting members of any committee and may not be members of any committee of the board
Article I, Section 5(e)
Emeritus members may be appointed as non-voting members of advisory committees and may attend their meetings and
participate in discussion, but shall not be voting members of any committee.
Article VI, Section 1
1. Practice. In practice:
(a) the Tennis Captain is named by the Nominating Committee, usually based on the recommendation of the outgoing office-holder;
(b) other chairs are named by the President, usually based on the recommendation of the outgoing chair; and
(c) committee members are named by the chair, following the process described in Part D below.
2. Spouses of Board Members. Spouses of Board Members shall not serve on one of the standing committee referred to in the Bylaws, except with Board approval.
As of 2013, exceptions appeared to have been rare. Only two were identified since the late 1990s:
Peter Wicklund (4/28/05 and 4/28/06, Finance) and
Steve Waszak (4/28/06, Tennis).
Since then, there has been Michael Kelly (2016 Technology and Communications). There may have been others as well.
3. Balance. Committees shall strive for balance with regard to carry-over and new members, male and female, age, etc.
4/24/86: Adopted Section 3, committee balance.
(a) Term Limit. A member shall serve no more than three consecutive years on any one committee, except that exceptions may be made by the Board. This shall not include service as chair of said committee.
Extensions beyond three years are not unusual, and there are typically several each year.
The last sentence has been interpreted to mean that if a person has served on a committee as a member for two years, then as Chair for two years,
that member can serve another year as a member without an exception being necessary.
(b) Chair Term Limit. A committee chair shall serve in that capacity no longer than two consecutive years, except: (i) for the Archives Committee and (ii) that exceptions may be made by the Board in unusual circumstances.
Extensions beyond two years, in the case of the nine major standing committees, have not been common. The exceptions between 1992 and 2005 were mostly associated with the major remodel: Johnston, Finance 1994-97; Berry, House & Grounds 1996-99; Hagen, Athletics 1996-99; Habegger, Food & Beverage 1997-2000; Colwell, LRSP 1998-2001; Magnano, LRSP 1992-95. Instances in more recent years, based on limited records (some were a partial year plus two more): Amey, Long-Range Strategic Planning 2002-05; Daggatt, Finance 2007-10; Johnston, Strategic Planning & Policy 2007-10; Browning, Membership 2011-14; Hughes, House & Grounds 2012-15; Jordan, Activities 2019-22; Forslund, Finance 2017-21; Bangert, Finance 2021-24; Hauge, Technology & Communications 2021-24.
(c) Attendance Requirement. A minimum of 75% attendance is required on an annual basis in order for a member to remain on a committee.
A committee assignment should be terminated if three consecutive meetings are missed without good cause.
5/27/93: Adopted Subsection (c), attendance requirement.
5. All Member Classes Eligible. Any Club member of any membership class may be appointed to a committee, with Board approval as required by the Bylaws.
5/27/21: Adopted Section 5.
Special provision for Nonresidents attending committee meetings.
1. General Principles. All motions are recommendations to the Board, with unusual exceptions, as when the Board makes a decision but delegates some of the implementation details to a committee. The recommendations may or may not be acted upon by the Board.
The general principles of committee action are the same as those set forth in Chapter 210 (except that exceptions to "majority rules" voting generally aren't applicable to committees, other than when acting without a meeting).
Among other things, members of a committee may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.
Actions without a meeting (by email or otherwise) require unanimous written consent, as more fully described in Chapter 210.
2. Quorum. A majority of the voting members of a Committee constitutes a quorum for the transactions of business. The "voting members" include the chair, but not the Board liaison or others who are non-voting.
If a quorum is not present at a meeting, those present may proceed to act informally. Any resolutions passed, though not formally actions of the Committee, might still be of interest to the Board, who might act on an informal recommendation despite the absence of a quorum.
3. Action Without a Meeting. A committee may act by unanimous written consent in the absence of a meeting. The requirements for committee action without a meeting are the same as those set forth in Chapter 210.
4. Minutes. The chair of each committee is responsible for ensuring minutes are taken and submitted. The chair should delegate this duty, either meeting-by-meeting or for all meetings generally. Either a staff member or a committee member can produce the initial draft of minutes, at the option of the chair.
In order to be included in the Board packet for the next Board meeting, minutes need to be sent to the staff member who assembles the packets (Kora Larson, as of 2022) by noon six days before the Board meeting (i.e. Friday before the fourth Thursday of the month, for regular Board meetings).
The key elements of committee minutes are:
Date and time
Committee members present
Others present
Committee members not present
Narrative (not just notes)
MSPs (boldface and underlined)
Informal decisions or recommendations (boldface is a good idea)
Advice to Committee Chairs about Minutes, handout to committee chairs in June 2019
1. Annual Appointment Process. New members are appointed to committees in the spring. The preferred process is:
(a) The Club solicits expressions of interest in joining a committee from the membership, with announcements (in the newsletter, at the annual meeting and otherwise), and provides and collects forms for expressing interest beginning in January.
(b) Each committee chair (continuing or new) reviews names of people expressing interest and asks for suggestions from current committee members and others, but does not tell or promise possible new committee members that they will be appointed to the committee.
(c) Each committee chair submits a list of possible new committee members to the Board for consideration at its February meeting.
(d) The Vice President - with the assistance of staff and input from the President - assembles a master list of potential committee members, including each member who expressed interest in joining a committee and also other names (if any) provided by committee chairs or Board members. The list should also include existing committee members with information as to how long each has served, requests to extend beyond the usual limit of three years, attendance data and other relevant information.
(e) The Board reviews the master list and approves appointees for each committee, making such changes - either deletions or additions - and recommendations as the Board deems appropriate. The Board should delete names as appropriate so as to avoid having the same potential committee member appear on more than one committee's list.
(f) The President, with input from the Board, may identify one or more members who will be appointed to a particular committee, and so advise the relevant chairs.
(g) Each committee chair chooses new committee members from the approved list and contacts the new committee members, including any selected by the President.
2. Mid-Year Appointments. Committee chairs may also add members to their committees - after obtaining Board approval - from time to time during the year, to fill a vacancy, add expertise in a particular area, or for other reasons.
2/22/24: Minor changes to Section 1 above approved by the Board:
(i) first sentence modified as follows:
"Ordinarily, n New members are appointed to committees in the spring, after the annual meeting
(ii) words added to the and of subsection (a): "beginning in January"
(iii) in subsection (c): "March" changed to "February."
The Board of Trustees may, at the recommendation of a committee referred to above,
change the name of such committee to a name other than that set forth above.
Article VI, Section 14
This provision was inspired by the desire of what was then called the Swimming and Activities Committee to change its name to the Athletic Committee. In January 2012, the Board changed the name of the former Long Range Strategic Planning Committee to the Strategic Planning and Policy Committee. Both of these changes were later reflected in Bylaw amendments, and the name of the Strategic Planning and Policy Committee was later changed to the Planning and Policy Committee by a Bylaw amendment in 2024.
–
7/28/22: Chapter 250 approved by the Board.