Perpetual Absenteeism

[DrPVSuglia]

I am the president of a nonprofit organization that just incorporated two weeks ago. Our Board of Directors has not yet voted on its proposed bylaws. There are six members of the Board. Two of them, a married couple, have informed me that they may never be able to make Board meetings because of distance and work conflicts. Since they have been tremendous help in putting this organization together, I am looking for a way to include them on the Board and still have voting rights. I did inform them that they could vote by proxy, which is allowable in our state, but we will always be scrounging for a quorum with their absence. Any suggestions?

[Larry Cisar]

I am the president of a nonprofit organization that just incorporated two weeks ago. Our Board of Directors has not yet voted on its proposed bylaws. There are six members of the Board. Two of them, a married couple, have informed me that they may never be able to make Board meetings because of distance and work conflicts. Since they have been tremendous help in putting this organization together, I am looking for a way to include them on the Board and still have voting rights. I did inform them that they could vote by proxy, which is allowable in our state, but we will always be scrounging for a quorum with their absence. Any suggestions?

Check your state law carefully (or get advice from an attorney) as the proxies may count toward the quorum -- they do in Japan as a for instance. You may need to include the provision in your bylaws or silence may grant the right of proxy -- it depends upon what the state law says. So be ready to check with your attorney.

[DrPVSuglia]

Check your state law carefully (or get advice from an attorney) as the proxies may count toward the quorum -- they do in Japan as a for instance. You may need to include the provision in your bylaws or silence may grant the right of proxy -- it depends upon what the state law says. So be ready to check with your attorney.

After checking further, the state Statutes say that the Board itself CANNOT vote by proxy, however the "members" can. In our Articles it states that our organization has members, and in the proposed bylaws it states that the members consist of the Board. The statutes do not say anything about proxy votes counting toward a quorum though.

[Gary c Tesser]

[] snip

As far as proxies go, look at FAQ #10, at http://robertsrules.com/faq.html#10.

Not venturing into the interpretation of bylaws, or statutes, let me observe that it's imprudent to adopt bylaws that conflict with articles of incorporation (please see RONR, 10th Ed, p. 10 - 11 (at once; and later this morning continue on to p. 14).

And if you'll forgive another observation or two, it seems as if the intent in making this couple board members is to express appreciation for their efforts. In which case, making them board members seems more trouble than it's worth: in which case, I'd say express your appreciation some other, more direct way. Vote them the first honorary members (be sure honorary membership is detailed in the bylaws first). Name the north wing after them. With a plaque.

Also, that proposed bylaw provision making the board members the organization's members (or vice versa?) might be inadvisable, unless you don't want many members or are willing to struggle with an unwieldy-sized board.

And bear in mind that an organization's bylaws define its structure (usually). So unless your articles are surprisingly specific and detailed, you might make sure that you do have officers, and a board.

(None of this is legal advice, or even looks like it.)

-- GcT

[Dan Honemann]

As far as proxies go, look at FAQ #10, at http://robertsrules.com/faq.html#10.

This is good advice. Anything more, to be of any value, will need to come from the organization's lawyer.

[David A Foulkes]

(None of this is legal advice, or even looks like it.)

Quite possibly the funniest thing I've read in a long time.

[DrPVSuglia]

You gave me an idea when you mentioned "honorary" membership. After researching honorary and life membership of other organizations in my state, these categories of membership do exist, but the organizations do not give them voting rights. I cannot find any mention in the state laws or statutes regarding whether or not honorary or life members can legally have voting rights. Am I to assume that it is up to the individual organization to grant them?

[jstackpo]

After checking further, the state Statutes say that the Board itself CANNOT vote by proxy, however the "members" can. In our Articles it states that our organization has members, and in the proposed bylaws it states that the members consist of the Board. The statutes do not say anything about proxy votes counting toward a quorum though.

Are you sure you are reading your statute correctly? People, not "Boards", vote. Check with your "legal" person.

In my experience, many - most, if not all - organization that do allow proxy voting by members do NOT allow it in the Board meetings, only in the general membership meetings.

Nothing wrong with including a "proxies count toward a quorum" rule in the bylaws, as long as there is no state law conflict.

[tctheatc]

... will always be scrounging for a quorum with their absence. Any suggestions?

As noted in the FAQ #10:

...proxy voting is incompatible with the essential characteristics of a deliberative assembly.

Maybe you could get them a gift for all their help.

[Tim Wynn]

Quite possibly the funniest thing I've read in a long time.

... and the truest.

[Josh Martin]

Am I to assume that it is up to the individual organization to grant them?

It is up to the organization to determine whether honorary members will have voting rights when it defines honorary members in the Bylaws, yes.