Guest Christopher Davis Posted June 22, 2011 at 05:57 PM Report Share Posted June 22, 2011 at 05:57 PM In our organization a quorum of the board is "five Voting members". There has been question as to whether i;the Chairman, who only has a vote in case of a tie according to our bylaws is considered a voting member. If i am then a quorum is myself and four other Board members(we have a total of seven including myself), If i am not then it takes me and Five. There has been a longstanding belief that i am considered a Non-voting member but i disagree and so do others on the Board. This has only recently been an issue because of schedualing problems. So allthough this has been a long standing belief it just hasnt been questioned because it has not been an issue till now. Link to comment Share on other sites More sharing options...
Chris Harrison Posted June 22, 2011 at 06:07 PM Report Share Posted June 22, 2011 at 06:07 PM In our organization a quorum of the board is "five Voting members". There has been question as to whether i;the Chairman, who only has a vote in case of a tie according to our bylaws is considered a voting member. If i am then a quorum is myself and four other Board members(we have a total of seven including myself), If i am not then it takes me and Five. There has been a longstanding belief that i am considered a Non-voting member but i disagree and so do others on the Board. This has only recently been an issue because of schedualing problems. So allthough this has been a long standing belief it just hasnt been questioned because it has not been an issue till now.Generally the Chair is as much of a member as any other member (he can exercise the rights of membership but doesn't do so-with a few exceptions-in order to maintain impartiality). However, since the bylaws have (presumably) in effect made the Chair another class of member all bets are off and it is up to you all to determine if the Chair can be considered a "voting member". See RONR pp. 570-573 for some help with that.Also, with the size of your Board (being only 7 members) if it weren't for your bylaws the Chair would not have had that duty of impartiality (RONR pp. 470-471). But since your bylaws limit when the Chair can vote the Chair cannot enjoy the Small Board rules as much as he could have if those limits weren't placed in the bylaws.Edits in underline. Link to comment Share on other sites More sharing options...
HotWheels Posted June 22, 2011 at 07:15 PM Report Share Posted June 22, 2011 at 07:15 PM In our organization a quorum of the board is "five Voting members". There has been question as to whether i;the Chairman, who only has a vote in case of a tie according to our bylaws is considered a voting member. If i am then a quorum is myself and four other Board members(we have a total of seven including myself), If i am not then it takes me and Five. There has been a longstanding belief that i am considered a Non-voting member but i disagree and so do others on the Board. This has only recently been an issue because of schedualing problems. So allthough this has been a long standing belief it just hasnt been questioned because it has not been an issue till now.Does your By-Laws define who is a voting member of the organization? Then http://www.rulesonline.com/rror-11.htm#64 may be helpful on the question of quorum. Link to comment Share on other sites More sharing options...
Chris Harrison Posted June 22, 2011 at 07:22 PM Report Share Posted June 22, 2011 at 07:22 PM Does your By-Laws define who is a voting member of the organization? Then http://www.rulesonline.com/rror-11.htm#64 may be helpful on the question of quorum.The link you gave is for the 4th Edition (we are now on the 10th) and it is about 100 years out of date. Link to comment Share on other sites More sharing options...
George Mervosh Posted June 22, 2011 at 07:25 PM Report Share Posted June 22, 2011 at 07:25 PM Does your By-Laws define who is a voting member of the organization? Then http://www.rulesonline.com/rror-11.htm#64 may be helpful on the question of quorum.The link you gave is for the 4th Edition (we are now on the 10th) and it is about 100 years out of date.True but in reading it I can't see where much, if anything, has funamentally changed in this topic. Right? (edited to add smiley for harassing my friend, Chris) Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 22, 2011 at 07:40 PM Report Share Posted June 22, 2011 at 07:40 PM True but in reading it I can't see where much, if anything, has funamentally changed in this topic. Right?One interesting (imo) point: "The quorum of any other deliberative assembly with an enrolled membership (unless the by-laws provide for a smaller quorum) is a majority of all the members."I guess the 4th did not consider that the bylaws might provide for a larger quorum, as in the OP's case?? Link to comment Share on other sites More sharing options...
Guest Christopher Davis Posted June 22, 2011 at 08:24 PM Report Share Posted June 22, 2011 at 08:24 PM Does your By-Laws define who is a voting member of the organization? Then http://www.rulesonline.com/rror-11.htm#64 may be helpful on the question of quorum.No it does not define a voting member. Under my position it states that i can vote only in case of a tie. and that for the Board it takes "five Voting members" there really isnt much else to it other than the Board positions themselve 1 Captain(Chairs the Board) 1 1st LT. 3 second LT's 1 treasurer and 1 secretary. Link to comment Share on other sites More sharing options...
Josh Martin Posted June 23, 2011 at 01:01 AM Report Share Posted June 23, 2011 at 01:01 AM One interesting (imo) point: "The quorum of any other deliberative assembly with an enrolled membership (unless the by-laws provide for a smaller quorum) is a majority of all the members."I guess the 4th did not consider that the bylaws might provide for a larger quorum, as in the OP's case?? Well, I suspect that sentence was written primarily with the general membership in mind, and in such a case, a quorum higher than a majority would be highly unusual.No it does not define a voting member. Under my position it states that i can vote only in case of a tie. and that for the Board it takes "five Voting members" there really isnt much else to it other than the Board positions themselve 1 Captain(Chairs the Board) 1 1st LT. 3 second LT's 1 treasurer and 1 secretary.It will be up to the organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation.In the long run, it would be best to strike that rule from the Bylaws. For one thing, it effectively places the President in the same class as members under disciplinary suspension (except when the vote is a tie), which seems problematic philosophically. Additionally, such a rule deprives the President of the right to secrecy when the vote is taken by ballot. And, of course, it creates complications in determining the presence of a quorum, as you can see.In small boards, the presiding officer is generally free to participate the same as any other member, however, even the rules in RONR usually reserved for larger assemblies would be preferable to the rule in the Bylaws. (RONR, 10th ed., pg. 392, line 18 - pg. 393, line 20) Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 23, 2011 at 01:07 PM Report Share Posted June 23, 2011 at 01:07 PM In our organization a quorum of the board is "five Voting members". There has been question as to whether i;the Chairman, who only has a vote in case of a tie according to our bylaws is considered a voting member. If i am then a quorum is myself and four other Board members(we have a total of seven including myself), If i am not then it takes me and Five. There has been a longstanding belief that i am considered a Non-voting member but i disagree and so do others on the Board. This has only recently been an issue because of schedualing problems. So allthough this has been a long standing belief it just hasnt been questioned because it has not been an issue till now.Are you quite certain that the Chairman has no vote in board meetings? There have been cases where people believed that to be true because the bylaws specified it for membership meetings, and assumed (incorrectly) that the same must also apply to board meetings. Link to comment Share on other sites More sharing options...
Guest Christopher Davis Posted June 23, 2011 at 04:59 PM Report Share Posted June 23, 2011 at 04:59 PM Are you quite certain that the Chairman has no vote in board meetings? There have been cases where people believed that to be true because the bylaws specified it for membership meetings, and assumed (incorrectly) that the same must also apply to board meetings.It is clear that i have a vote only in the event of a tie, but by definition even voting only in case of a tie is still voting. The whole question lies in even though my voting is limited i can still vote. Am i a voting member? Link to comment Share on other sites More sharing options...
Weldon Merritt Posted June 23, 2011 at 10:02 PM Report Share Posted June 23, 2011 at 10:02 PM Am i a voting member?As several responders have noted, your organization will have to interpret the bylaws for itself. If I were a member voting on the interpretation, I would vote "yes"; but since I am not a member, my opinion does not count. Why not just amend the bylaws and remove the ambiguity? Link to comment Share on other sites More sharing options...
Gerry4000 Posted June 23, 2011 at 11:13 PM Report Share Posted June 23, 2011 at 11:13 PM I agree that your organization will have to interpret its own bylaws. This is a "factor" that I would take into account if I were doing the "interpreting", in addition to the points previously raised. Your total board is 7 with a quorum of five. A "normal" quorum for a board of 7 would be 4. If you don't count, then only 2 absent prevents a quorum? Do you suppose that whas what was the intention and understanding of the bylaws? I would say no, but my vote does not count. Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 24, 2011 at 01:03 AM Report Share Posted June 24, 2011 at 01:03 AM RONR defines "member" (and also refers in this regard to "voting member") as "a person having the right to full participation in its proceedings - that is, as explained in 3 and 4, the right to make motions, to speak in debate on them, and to vote." (p. 3 l. 8-12)I'd say the understanding here is that a person who does not fit into this category is either A.) a non-member, B.) is of a separate class of members with limited rights (such as Junior, Associate, or Honorary), or C.) is a member but has had some or all of these rights restricted due to disciplinary or some other action. The chair always retains these rights, but does not usually exercise them in an effort to maintain impartiality, at least in terms of general meetings or "large" board meetings. It makes him no less a member.The wrinkle in your situation is the bylaw-level restriction on your right to vote only in case of a tie. This places you vaguely somewhere between B and C, and yet in neither. Hopefully you'll be able to amend the bylaws and get rid of it. Good luck. Link to comment Share on other sites More sharing options...
Josh Martin Posted June 24, 2011 at 01:33 AM Report Share Posted June 24, 2011 at 01:33 AM It is clear that i have a vote only in the event of a tie, but by definition even voting only in case of a tie is still voting. The whole question lies in even though my voting is limited i can still vote. Am i a voting member?RONR doesn't answer this question because there is not a "conditional" right to vote in RONR. In RONR, the world is neatly dividing into members and non-members, and when you start monkeying around with that neat divide, things get messy. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.