Voting Members of a Board or Association

[Guest Katie]

We have hit a situation in our organization in which our by-laws are not very specific about voting, but refer to RRO for the Order of The Meeting. In the past, we have been very casual in meetings, allowing much discussion, and a relative consensus to rule the day, and on more formal occassions, have allowed all members of the organization attending the board meeting to vote on motions.

Now, our president insists that under Robert's, only ELECTED BOARD MEMBERS have a vote. She also believes she does NOT have a vote, which I just read in the FAQ's is not true. According to our directory, only 6 Board Members fall into the elected category (we have a much larger number appointed). Are these the only people who should vote, if our by-laws do not actually specify anything and the rule falls to Robert's?? What according to RONR is our quorum on this?

I do have a further question on RONR's input on the revising of by-laws, (on which our by-laws are silent) - is it also a simple motion and vote? Or would RONR require more than a quick addition to agenda and up or down vote?

Looking for some advice - this will become a testy issue in our group as things have been done very differently and this sudden change of "who gets a vote" is being done right before a very controversial September vote...

Thanks so much for any help!!

Katie

[sMargaret]

The rule is that members of the group organized have a vote, or a voice given to them. If you're having a board meeting, board members vote. If you're having a general meeting, general members vote.

You have members appointed to your board? Are they full board members in your bylaws? Do your bylaws actually allow for appointed members? Who does the appointing?

And no, the revision of bylaws isn't just a quickie thing.

[Guest Katie]

So, officially, this will be a board meeting, leaving your question: Are appointed members full board members in our bylaws? Appointed Board Positions ARE allowed for in our by laws, appointed by the Coordinator (President) which allow for 9 " officer" positions and then a number 10: "Other Appointed Officers - Responsibilities of other appointed officers shall be defined by the Coordinator at the time of their appointment."

However, our Board Directory Page, which details the positions and includes the only official listing of ELECTED vs APPOINTED that I can find, only lists 6 elected positions and a total of 33 "board members" - probably 28 filled and not redundant (the same person filling two spots I am not counting twice). I do not believe we have EVER had a quorum (defined as 50%, right, a majority of whatever definition we are using?) including the larger board member definition.

Truly, our bylaws do NOT detail much, and a spur decision to follow Robert's with NOTHING properly defined is going to induce little confidence in anything decided. A Bylaws committee was arranged in August, but there will be no answer by September. I don't even know what seems like the "right" way to proceed from here, given that without bylaw definitions, NOTHING really seems proper by Robert's Rules of Order.

[Guest Edgar]

However, our Board Directory Page, which details the positions and includes the only official listing of ELECTED vs APPOINTED that I can find, only lists 6 elected positions and a total of 33 "board members" - probably 28 filled and not redundant (the same person filling two spots I am not counting twice). I do not believe we have EVER had a quorum (defined as 50%, right, a majority of whatever definition we are using?) including the larger board member definition.

The default RONR quorum is a majority of the members, which is more than half, not 50%. For a board with 28 members, you'd need at least 15 members present for a quorum.

[sMargaret]

Hmm - you said that you have "Other Appointed Officers". Are these appointed officers actually defined as board members in your bylaws?

Wondering if they could be considered to be committee members, who wouldn't be board members. What a weird setup if not!

[Guest Katie]

Thank you, Edgar, that is a helpful point.

Margaret - Not at all sure??!! In the by laws, board members are rarely referred to. In fact, the heading of the list is "Article 2 - Duties of OFFICERS" (not technically "Board Members", if that makes a difference) - then states "See the Membership Policy (outdated article reference) for additional BOARD MEMBER and Chair responsibilities" (emphasis mine) lists the 9 positions/chairs and short descriptions, then the 10th addition listed above regarding other appointed officers.

The outdated reference seems to refer to requirements to receive free membership (attend at least 4 business meetings, send monthly updates, etc). Most but not all of the 33 would fall under free memberships. That could be another way to hash this out. That section refers to: "Free membership will be given to elected or appointed Board Members and Chairpersons who meet the following criteria:"

The descriptive directory is titled "YHSA Board Directory".

Now I am second guessing the term board meeting - there are a lot of reference to "BUSINESS meetings" which may be a bit more open to interpretation. Our membership is over 400 and I do not believe you could get a quorum that was not redefined to something like "at least 20" - not at ALL the majority!!