Voting Rights of Board Advisor (also a board member)

[yood]

Hi and Help!!!!

 

I am the secretary of a 500 member organization ruled by a board of 10 members. We follow Roberts Rules (relaxed). Our by-laws define the board members below:

 

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ARTICLE IV - BOARD OF DIRECTORS AND ITS DUTIES

Section 1: This organization shall be presided over by a Board of Directors
consisting of these elected officers; President, Vice-President,
Treasurers(2), Secretary and Membership Chairperson/Trustee.

 

lncluded on the Board are IDA Delegates (3) as non-voting members, and the past
president as advisor.

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Here's the situation: The past president is a over bearing, dominerring  type person and the president is not so much. The board has fallen into disarry as the past president has taken control and the current president is ill-equiped to deal with it. This is the only mention of the past president in either the by-laws or the standing rules.

 

Here's the question: As stated in the by-laws, does the past president get to motion and vote?

 

Side for: The past president is included on the board, so therefore gets to motion and vote.

 

Side against: The position is an 'honorary' one given to departing holders of that office and as such, they can attend meetings and speak but cannot motion or vote. Additionally, they are listed in a poorly constructed sentence in the by-laws as 'non voting members' (this ofice definition was 'tacked on' after the by-laws were first drafted). Also, they are adivisors much in the spirit of a parlimentarian who advises but does not motion or vote.

 

From what I see, there is ambiguity at a minimum. Can anyone help to resolve this issue? Is there some other point or fact in RR that I'm missing? The next time the past president motions or votes, I'd love to call a 'point of order' leading to a 'parlimentary inquiry'. I have to have more proof becuase the current president says he'll rule in the past president's favor. Plus, since the president and everyone else on the board are future candidates for president and then past president, how could we ever get an un-biased ruling?

 

Thankx in advance,

Mark

 

[Timothy]

As far as RONR is concerned, all members have a right to vote. It is up to your organization to determine if your bylaws mean that an adviser who is on the board has a right to vote.

 

I don't know if you can ever get a truly unbiased ruling, but the closest thing you'll get to an unbiased ruling is to ask the 500 members for clarification. While you're at it, you might ask them what they mean by "presided over by a Board of Directors." I would say there is more ambiguity in that statement than the one about the past president.

[Edgar Guest]

lncluded on the Board are IDA Delegates (3) as non-voting members, and the past president as advisor.

 

I'm afraid you're asking us to make a silk purse out of a sow's ear.

[yood]

Thankx Timothy,

 

That's pretty much what I was afraid of. Your impression of our by-laws is spot on. The more I read about RONR the more I know how bad they are....

 

Best regards,

Mark

[Josh Martin]

From what I see, there is ambiguity at a minimum. Can anyone help to resolve this issue? Is there some other point or fact in RR that I'm missing? The next time the past president motions or votes, I'd love to call a 'point of order' leading to a 'parlimentary inquiry'. I have to have more proof becuase the current president says he'll rule in the past president's favor. Plus, since the president and everyone else on the board are future candidates for president and then past president, how could we ever get an un-biased ruling?

 

RONR does not address the subject of "advisors." It's up to your organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

 

My personal opinion is that the best solution is to simply remove the clause "and the past president as advisor" from the bylaws. Giving any sort of automatic position on the board to the Past President inevitably leads to problems.

 

Also, a Point of Order does not lead to a Parliamentary Inquiry. A Point of Order is how a member alleges that some rule of procedure is being violated. A Parliamentary Inquiry is how a member asks a question about procedure.