Board Member vs. Director of Operations

[dan.btfp@gmail.com]

Hello First time posting. Tried to find a topic similar but this might be unique.

 

We have a gentlemen who has been called a board member and director of operations.  He manages a food pantry each week, distributes food, maintains inventory, picks up food, etc.   He puts in 10-12 hours each week for the last 5 years.  No pay, no compensation.  ( no one on the board is paid for their service ) 

 

Our lawyer made a statement recently that this person cannot vote at the next election Jan/2015 because he is not a board member he is the Director of Operations.

This person is disappointed he cannot vote but our lawyer claims that if he votes on decisions that impact his operation it would be self serving to his benefit. 

Like recommending to board members that we buy new refrigerators. 

 

Our bylaws state that only board members can vote.  There is no mention of Operation Directors Role or responsibility. 

 

He is on record for making motions and voting for elections for the last 4 years.  I'm trying to find the minutes that state he was nominated and positioned  as the Director of Operations.  Our lawyer ( I can see his point of view ) claims he must inform the board that he advises against allowing him to vote.  We have a 12 member board. 

 

What if those minutes are lost?  ( I hope not ) April/May  2010

 

Is there anything we can do?  Is this unethical?

thanks

[Edgar Guest]

Our bylaws state that only board members can vote.  There is no mention of Operation Directors Role or responsibility. 

 

If we assume that your Operations Director isn't a member of your board, you'll only have a problem if his illegitimate vote could have affected the outcome of the vote when the board adopted a motion.

[Hieu H. Huynh]

... Our bylaws state that only board members can vote.  There is no mention of Operation Directors Role or responsibility. 

 

... Is there anything we can do? ...

 

Your organization could amend your bylaws to include a Director of Operations. Your bylaws should specify the process for amending them.

[Kim Goldsworthy]

 

We have a gentlemen who has been called

a board member

and

director of operations.  

. . .

 

Our lawyer made a statement recently that

this person cannot vote at the next election Jan/2015 because

he is not a board member

he is the Director of Operations.

 

. . .

 

Our bylaws state that only board members can vote.  

There is no mention of Operation Directors Role or responsibility. 

 

He is on record for making motions and voting for elections for the last 4 years.  I'm trying to find the minutes that state he was nominated and positioned  as the Director of Operations.  Our lawyer ( I can see his point of view ) claims he must inform the board that he advises against allowing him to vote.  We have a 12 member board. 

 

What if those minutes are lost?  ( I hope not ) April/May  2010

 

Is there anything we can do?  

Is this unethical?

 

You said,

". . . he has been called a board member . . .".

 

"Called?" -- Really?

 

I find it strange that you are trying to find the other position documented in your minutes.

You said,

 ". . .I'm trying to find the minutes that state he was nominated and positioned  as the Director of Operations . . ."

 

"Director of Operations"? -- Really? Why?

 

You said,

"Our bylaws state that only board members can vote."

"There is no mention of Operation Directors Role or responsibility."

 

***

 

". . . Is there anything we can do . . .?"

 

First, make sure that he does not vote at board meetings.

 

***

 

My question to you:

Q. How can minutes of only as far back as 2010 be "lost"?

 

Your minutes archive should not be so bulky that the minutes of 2013, 2012, 2011, 2010, are boxed up in a file cabinet in someone's garage.

You secretary ought to be able to tell you (yes/no) if the minutes book/binder/file holds 2010 minutes, in about 60 seconds.

[Richard Brown]

How did all of the other board members get to be members?  When were they elected?  Or were they ever elected?  Don't you have elections every year?   When was the last time you had an election for board members?  

 

If there is no general membership, and there may well not be because of the nature of the organization, how, when and by whom were the board members selected?

[Gary Novosielski]

And remember that your lawyer is there to advise you on what to do, not order you around.  Unless the lawyer has examined the minutes better than you have, why does his opinion of whether this guy is actually a board member carry more weight than yours?  In particular, the claim that his vote will be to his own benefit sounds worse than shaky.  Even if true, it would not prove he's not a board member.  

 

Ultimately, it will be up to the organization to decide whether he is or is not a member of the board.  At that point, it becomes perfectly clear whether he has a vote or not.  

[Guest dan.btfp@gmail.com]

Thank you "all" for taking the time to respond.  Learing the parlimentary process is a work in progress for our volunteer board members.  I'm glad to find such a well run forum with knoweldgeable and kind people! I will recommend this site to my colleagues.