Qualifications for an office

[Guest Jeanette]

Can a non-voting member of a board of directors serve as an officer?

[Edgar Guest]

Nothing in RONR prohibits it.

 

What do your bylaws say about who can serve as an officer?

 

And why do you have non-voting members? It's almost always a bad idea.

[Guest Jeanette]

Our bylaws only name the officers and specify their duties; they do not indicate any qualifications.

 

We do not actually have any non-voting members. This is our dilemma: We have a "trustee emeritus"--a voting member (the founding head of our institution) who currently serves as secretary of our board of directors. She is considering relinquishing her voting rights to free space for an additional board member (rather than amending our bylaws to increase the maximum number of voting members). If she gives up her vote, but retains her "trustee emeritus" status, would she still be eligible to serve as secretary (in order to retain her service on the Executive Committee)?

 

Obviously this is a rare circumstance, and your advice is greatly appreciated. [incidentally--when I was in 8th grade (almost 70 years ago), my English teacher required us to memorize a poem titled "It Couldn't Be Done" by Edgar A. Guest. I have to wonder if you are his descendant.

[Edgar Guest]

We have a "trustee emeritus"--a voting member (the founding head of our institution) who currently serves as secretary of our board of directors. She is considering relinquishing her voting rights to free space for an additional board member (rather than amending our bylaws to increase the maximum number of voting members). If she gives up her vote, but retains her "trustee emeritus" status, would she still be eligible to serve as secretary (in order to retain her service on the Executive Committee)?

 

I doubt she can retain her seat on the board and give her right to vote at board meetings to someone else. She's either a member of the board or she's not. And the right to vote is not transferable.

 

But she could serve as secretary of the board without being a member of the board.

[Richard Brown]

 [incidentally--when I was in 8th grade (almost 70 years ago), my English teacher required us to memorize a poem titled "It Couldn't Be Done" by Edgar A. Guest. I have to wonder if you are his descendant.

I'll let "Mr. Guest" answer that one.  And maybe your other question, too.  I suspect he has an opinion on it. 

[Edgar Guest]

Incidentally--when I was in 8th grade (almost 70 years ago), my English teacher required us to memorize a poem titled "It Couldn't Be Done" by Edgar A. Guest. I have to wonder if you are his descendant.

 

I used to be A Guest but, alas, as far as I know I'm no relation to Edgar A. Guest. But he's a handsome devil, no?

 

Incidentally, I was never in 8th grade (I went from 7th to 9th) but it was only about fifty years ago.

[Edgar Guest]

[incidentally--when I was in 8th grade (almost 70 years ago), my English teacher required us to memorize a poem titled "It Couldn't Be Done" by Edgar A. Guest. 

 

I was not familiar with that poem but I hope you're now glad you were forced required to memorize it. Thanks for sharing.

 

It Couldn’t Be Done

 

BY EDGAR ALBERT GUEST

 

Somebody said that it couldn’t be done

      But he with a chuckle replied

That “maybe it couldn’t,” but he would be one

      Who wouldn’t say so till he’d tried.

So he buckled right in with the trace of a grin

      On his face. If he worried he hid it.

He started to sing as he tackled the thing

      That couldn’t be done, and he did it!

 

Somebody scoffed: “Oh, you’ll never do that;

      At least no one ever has done it;”

But he took off his coat and he took off his hat

      And the first thing we knew he’d begun it.

With a lift of his chin and a bit of a grin,

      Without any doubting or quiddit,

He started to sing as he tackled the thing

      That couldn’t be done, and he did it.

 

There are thousands to tell you it cannot be done,

      There are thousands to prophesy failure,

There are thousands to point out to you one by one,

      The dangers that wait to assail you.

But just buckle in with a bit of a grin,

      Just take off your coat and go to it;

Just start in to sing as you tackle the thing

      That “cannot be done,” and you’ll do it.

[Guest Jeanette]

So funny--it hadn't occurred to me that "Mr. Guest" was just "a" guest.

 

[by the way--I didn't phrase my question accurately. There is no expectation of transferability here---what I meant was that her pulling out would open another space on the board for a new voting member.]

 

Thanks to all who wrote. I'll pass on your collective wisdom to our board

[Richard Brown]

So funny--it hadn't occurred to me that "Mr. Guest" was just "a" guest.

Yes, for quite a while Edgar Guest was "a" guest.  He was "Guest Guest".  Long story. 

[jstackpo]

 This is our dilemma: We have a "trustee emeritus"--a voting member (the founding head of our institution) who currently serves as secretary of our board of directors.

 

If this "trustee emeritus" is a position defined in your bylaws such that, by the nature of the position, it  only "fits" the founder, then she may not be actually able to resign and free up the position for someone else.  You may have to amend the bylaws to remove the position from the board, and her with it.  And, in the same amendment, create a new position that doesn't have an "automatic" incumbent.  As noted by others, however, she could still be elected as a (non-member) secretary.

 

So check your bylaws with care.