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member at large


Guest carol messenger

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You couldn't find any "procedures" (quite reasonably) because the term "member at large" is not in RONR.  Which means that you, and your bylaws, will have to determine what it means.  And especially what it means to be given one.

 

I have seen the term in many bylaws  --  it appears, from the contexts, to indicate a board member (or director) who has no duties assigned to him/her in the bylaws. Or represents the whole organization, not some portion of one.   But that is my suggestion - not RONR's.

 

And your intended or implicit meaning might be different, of course. 

 

Stay tuned, others here may have their meanings as well.  Google has other variant meanings, too.

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I have seen the term in many bylaws  --  it appears, from the contexts, to indicate a board member (or director) who has no duties assigned to him/her in the bylaws.

Yes, I think that comes close to the meaning we sometimes encounter on this forum (though I think it's an improper use of the term).

 

For example, a board of directors might consist of the president, vice-president, secretary, treasurer (the ex-officio members) and five additional members. Even though all nine are, equally, members of the board (that is, they're all Directors), the five who hold no other office are sometimes (mistakenly, I think) referred to as members-at-large. Doing so runs the risk of thinking there's a two-tier system of board membership.

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I agree that what "member at large" means (or does not mean) is specific to the particular organization and its governing documents (bylaws, etc.).

 

Another type of board/organization where this might be used is when a Board consists of some board members chosen or elected to represent a particular area or group, and others are elected/selected by or for the entire membership. The latter might be referred to as "at large".

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Another type of board/organization where this might be used is when a Board consists of some board members chosen or elected to represent a particular area or group, and others are elected/selected by or for the entire membership. The latter might be referred to as "at large".

 

Yes, this would be the proper use of the term.

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Thank You for your replies. I have spent many hours on trying to find a guideline for implementing  a board member at large and could not find one. We just had our elections and the board met to decided what positions and committees they are to assume. This board member was absent and the committees that are still vacant does not seem to be what he likes. The board then decided to call him a member at large and leave the committees vacant. In our by-laws it states the board may elect to add additional officers if the associations need them.

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I have spent many hours on trying to find a guideline for implementing  a board member at large and could not find one.

 

Perhaps you could tell us why you (or someone else) thinks you need a board member at large.

 

And, now that you're a member . . . Welcome!

 

Feel free to change your display name to Carol Messenger. Or something other than cjmess66.

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Thank you for your replies. I have spent many hours looking for a guideline explaining the procedures allowed to make such an appointment.  We just had our elections and the board decided what positions they were going to take, This board member was absent and it appears he doesn't like the committees that are vacant.  So the board made him a board member at large. The by-laws do allow  the board to make other positions on the board if necessary for the HOA. It seems a little strange to me that this is what is best for the community because other board members will be taking on 2 committees with one still being vacant.

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Thank you for your replies. I have spent many hours looking for a guideline explaining the procedures allowed to make such an appointment.  We just had our elections and the board decided what positions they were going to take, This board member was absent and it appears he doesn't like the committees that are vacant.  So the board made him a board member at large. The by-laws do allow  the board to make other positions on the board if necessary for the HOA. It seems a little strange to me that this is what is best for the community because other board members will be taking on 2 committees with one still being vacant.

 

I'm not sure if that's just another way of saying what you mean in post #8 but that's that, it seems.  The rest of your issues deal with governance, not procedures found in Robert's Rules.

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Thank you for your replies. I have spent many hours looking for a guideline explaining the procedures allowed to make such an appointment.  We just had our elections and the board decided what positions they were going to take, This board member was absent and it appears he doesn't like the committees that are vacant.  So the board made him a board member at large. The by-laws do allow  the board to make other positions on the board if necessary for the HOA. It seems a little strange to me that this is what is best for the community because other board members will be taking on 2 committees with one still being vacant.

 

Apparently your bylaws say something about appointing board members to various committees, and perhaps it might help if you could give some indication as to what this may be. This may or may not shed some light on why you think a board member must be anything other than a board member.

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  • 4 weeks later...

Apparently your bylaws say something about appointing board members to various committees, and perhaps it might help if you could give some indication as to what this may be. This may or may not shed some light on why you think a board member must be anything other than a board member.

I am sorry for the long delay. I thought I would receive notification but atlas it was an operator failure to set the settings correctly.

I do believe at this point it is a governance issue.  If my interpretation is wrong please correct. 

The by-laws state the board may appoint a member to the board if a vacancy exist. The board may also by resolution add additional officers as needed. The board may also elect  other officers as  the Association requires for a period of time.

The RONR 11 ed page 461 states other officers may be Directors it does not cover Members at Large.

The Member At Large would not be an officer thereby the board can not elect one. Only the members would be able to add a Member At Large.

This is what I have been able to figure out.

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I am sorry for the long delay. I thought I would receive notification but atlas it was an operator failure to set the settings correctly.

I do believe at this point it is a governance issue. If my interpretation is wrong please correct.

The by-laws state the board may appoint a member to the board if a vacancy exist. The board may also by resolution add additional officers as needed. The board may also elect other officers as the Association requires for a period of time.

The RONR 11 ed page 461 states other officers may be Directors it does not cover Members at Large.

The Member At Large would not be an officer thereby the board can not elect one. Only the members would be able to add a Member At Large.

This is what I have been able to figure out.

Directors are classified as officers under RONR. The term "member at large" is not discussed in RONR, although it appears here that the meaning is a Director who does not also hold some other position (President, Secretary, etc.), and such a person is a Director and an officer as much as any other member of the board.

Whether your bylaws, which authorize the board to "add additional officers as needed" or to "elect other officers as the Association requires for a period of time" permits the board to elect an additional Director, with no particular duties, will be a question of interpretation for your organization to sort out. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

Additionally, while this new information is helpful, you didn't answer Mr. Honemann's question about committees.

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Our by-laws do not state that a director must be on a committee. The only committee in our by-laws is the

Architectural committee. The Committees we have now is was added by the board over 15 yrs. ago. Thank you for answering my question so when it comes up at our Board Meeting tomorrow I will be able to give a correct answer. I am the parliamentarian but have been out of the loop for many years and learning the 11th edition.

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In your learning activity, take a look at RONRIB:

"Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will really need in all but the most exceptional situations. And only $7.50! You can read it in an evening. Get both RONRIB and RONR (scroll down) at this link. Or in your local bookstore.

 

And keep coming back here with questions.

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