Sending a Substitute

[Guest Tori M]

We have a board member who cannot attend a meeting can they speak? Below is our Standing Rules our By-Laws do not say anthing to this type of absence. I believe this means they cannot speak other than giving their local chapter report.

Substitute Attendees to Board Meetings:

1. A substitute for an appointed director or elected officer may attend a board meeting for an absent board member to present a report, but only at their own expense.

2. If current board director is unable to attend all board meetings (via telephone, email orotherwise), the president, with the consent of the board of directors may invite the absent director’s current local chapter president or representative to sit in on discussion only until the director returns with no voting privileges.

3. XXXXX will not pay any travel/hotel costs for guests attending board meeting.

4. Substitute will not receive a board book containing various reports discussed at board

Meeting or have access to the Board Page on the website.

5. Substitute may be included in board meals at the discretion of the President.

[Tim Wynn]

We have a board member who cannot attend a meeting can they speak? Below is our Standing Rules our By-Laws do not say anthing to this type of absence. I believe this means they cannot speak other than giving their local chapter report.

Substitute Attendees to Board Meetings:

1. A substitute for an appointed director or elected officer may attend a board meeting for an absent board member to present a report, but only at their own expense.

2. If current board director is unable to attend all board meetings (via telephone, email orotherwise), the president, with the consent of the board of directors may invite the absent director’s current local chapter president or representative to sit in on discussion only until the director returns with no voting privileges.

3. XXXXX will not pay any travel/hotel costs for guests attending board meeting.

4. Substitute will not receive a board book containing various reports discussed at board

Meeting or have access to the Board Page on the website.

5. Substitute may be included in board meals at the discretion of the President.

Only members have any rights in a meeting. Nonmembers may be allowed to attend or to speak, with a two-thirds vote being required to suspend the rules to allow a nonmember to speak IN DEBATE. However, a nonmember cannot be given the right to vote, except as provided in the bylaws or higher governing documents.

This substitute is a nonmember as far as the rules are concerned.

[jstackpo]

Although bylaw interpretation is not up to us here - it's your job: see p. 588 - I agree that a "substitute" sent by an absent board member can only give the report, then must remain mute for the rest of the meeting.

However, it gets a little tricky if that "substitute" is invited by the president (board consenting) to attend. If that happens, then it looks as though the substitute can participate in full in any discussion. Whether he could make motions is for you to decide. Also unclear is whether the "substitute" has to pay his own way if invited.

I suggest you propose bylaw amendments to clear up these (and other) questions.

[Tim Wynn]

Although bylaw interpretation is not up to us here

Tori M has said that the bylaws "do not say anything to this type of absence." I'm not sure any bylaw interpretation is being sought.

However, it gets a little tricky if that "substitute" is invited by the president (board consenting) to attend. If that happens, then it looks as though the substitute can participate in full in any discussion. Whether he could make motions is for you to decide. Also unclear is whether the "substitute" has to pay his own way if invited.

I don't see that the language of #2 does anything. Everything that it pretends to permit would have been permitted anyway. The board can allow nonmembers to attend under common parliamentary law. Also, I don't see that the term "sitting in" speaks clearly to the sitter's participating in discussion, but once again, it's entirely up to the board.