obrienlaw

Thanks Guys, a respected professional parliamentarian her in michigan says "if you didn't have five people entitled to vote, you don't have a quorum."

Mr. Katz, my understanding is that the president stated the constitution allows him to be exofficio member of the board. One of my colleagues (a real voting member of the board) then quoted our bylaws and said they're not clear so asked university's general counsel (who works for the president) to chime in and he quoted the exoffico stuff from page 483 and they proceeded with raising tuition and other substantive votes.

In Michigan, three of the 15 public university's are created as "body corporates", with their own statewide elected (and partisan) governing boards (UofM Regents, MSU Trustees & WSU Governors). We serve without pay, as we control the University's purse strings. Article VIII Section 5 of the michigan constitution reads in full: Sec. 5. The regents of the University of Michigan and their successors in office shall constitute a body corporate known as the Regents of the University of Michigan; the trustees of Michigan State University and their successors in office shall constitute a body corporate knowns as the Board of Trustees of Michigan State University; the governors of Wayne State University and their successors in office shall constitute a body corporate known as the Board of Governors of Wayne State University. Each board shall have general corporate supervision of its institution and the control and direction of all expenditures from the institution's funds. Each board shall, as often as necessary, elect a president of the institution under its supervision. He shall be the principal executive officer of the institution, be ex-officio a member of the board without the right to vote and preside at meetings of the board. The board of each institution shall consist of eight members who shall hold office for terms of eight years and who shall be elected as provided by law. The governor shall fill board vacancies by appointment. Each appointee shall hold office until a successor has been nominated and elected as provided by law. I've been on this board for 7 years and at no time has the president's name every been call during roll call to establish a quorum.

Agreed! Thank much.

This could set an unintended legal precedent that would allow a nonvoting member of the board the power to conduct business without 1/2 of the voting, elected members of the board.

Would this be true, even if he has no voting rights? How can one be a full-fledged member without the right to vote?

I think that the description of "who" the board members shall consist of as set forth in the constitution, is telling too. What is the RONR provision you write about?

Thank you. The president is only ex officio because the constitution states so. he presides at the meeting and gives the governing board (8 electeds) an update report. legal counsel relied upon some exofficio rule in Roberts Rules, no one could understand. But I think he had it wrong, he should have been looking at the "quorum" section instead.

By state constitution, we are an 8 person, elected governing board of a public university. We hire the president. President is an exofficio member of the board without the right to vote (as set forth in state constitution). The state constitution describes who the governing board will consist of: "the board of each institution shall consist of eight members who shall hold office for terms of eight years and who shall be elected as provided by law". It doesn't say the board is 9 members (which would include the president). During every roll call, only the names of the 8 elected members of the board are called upon, never the president. Our bylaws state "a quorum for business shall be five members of the Board. Whenever any vacancy shall occur by reason of death, resignation, or otherwise, a quorum for the transaction of business shall be a majority of the members of the Board then in office." There are currently no vacancies. At a board meeting only 4 of the 8 voting members of the board were in attendance. the president (exoffico w/o the right to vote) asked that he be counted as a board member in determining a quorum to conduct business. Legal counsel agreed and meeting took place with several substantive actions being taken. I thought the whole purpose of a quorum was to allow the ability to transact business... if you're an exofficio member without a right to vote, you're not able to transaction business, make motions, or vote, so how can that person be used in determining whether a quorum is present to transact business?