Guest SarahQ Posted August 28, 2012 at 07:40 PM Report Share Posted August 28, 2012 at 07:40 PM Our organization recently amended our by-laws to allow for alternate members (non-voting) to be elected by the body at large. The by-laws were not amended, however, to include the alternate as a member within the structure of the board.Some members contend that the alternates, though elected as such by the body at large, are not members of the board because they have no voting rights and therefore must not participate in discussion. Others contend that the alternate is indeed a voted on member of the board and, while not having voting rights, should be included in discussions.What is the correct response here? Link to comment Share on other sites More sharing options...
George Mervosh Posted August 28, 2012 at 07:49 PM Report Share Posted August 28, 2012 at 07:49 PM The correct response is for the organization to interpret its own rules if and when there are ambiguities, assuming the bylaws cannot be amended quickly enough to eliminate the ambiguities in advance of needing the interpretation. Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 28, 2012 at 07:52 PM Report Share Posted August 28, 2012 at 07:52 PM What is the correct response here?The correct response here (on this forum) is you all will need to figure out what your bylaws now mean. In RONR, there is only one kind of a member -- the kind who has all rights of membership (including voting). There is no such thing as an "alternate (non-voting) member." Since your bylaws have created this additional class of membership, your bylaws should also make clear all the distinctions between a "regular" member and an "alternate" member. You might take a look at pp. 588-591 (in RONR 11th Ed.) for some insights into bylaw interpretation. Link to comment Share on other sites More sharing options...
tctheatc Posted August 28, 2012 at 08:12 PM Report Share Posted August 28, 2012 at 08:12 PM Our organization recently amended our by-laws to allow for alternate members (non-voting) to be elected by the body at large. The by-laws were not amended, however, to include the alternate as a member within the structure of the board.Some members contend that the alternates, though elected as such by the body at large, are not members of the board because they have no voting rights and therefore must not participate in discussion. Others contend that the alternate is indeed a voted on member of the board and, while not having voting rights, should be included in discussions.What is the correct response here?Both seem reasonable based on the info given. Link to comment Share on other sites More sharing options...
David A Foulkes Posted August 28, 2012 at 08:45 PM Report Share Posted August 28, 2012 at 08:45 PM Both seem reasonable based on the info given.Comfy on that fence, tc? Link to comment Share on other sites More sharing options...
tctheatc Posted August 28, 2012 at 11:05 PM Report Share Posted August 28, 2012 at 11:05 PM well, she asked which was correct!! It could go either way, depending on what they decide. This way I can say "I was right." Link to comment Share on other sites More sharing options...
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