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Trustee Emerita


Guest Jeanette

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A member of our Board of Trustees who was completing her term but eligible for re-election was (by resolution) named Trustee Emerita and (in a separate clause of the same resolution) given the privilege to “remain a full, active, voting member of the Board of Trustees of Ascension Episcopal School for as long as she wishes to remain in said position.”

  1.  The Board would like to retain her expertise to the greatest extent possible. Because the Board is already at its optimum/maximum size, she has offered (in order to open a voting space for a new member with needed skill sets) to relinquish her voting membership while retaining her Emerita title for life. Question: If she does so, will her Emerita title give her the right to attend and speak (but not vote) at all regular Board meetings and executive sessions, and/or should the original resolution be amended to give her these rights?
  2. Subsequent to the passing of the resolution, she was elected Board Secretary, which per our bylaws makes her an officer and a voting member of the Executive Committee. As a non-voting Emerita, can she continue to serve as Board Secretary, with the right to speak (but not vote) on the Executive Committee?

 

 

 

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A member of our Board of Trustees who was completing her term but eligible for re-election was (by resolution) named Trustee Emerita and (in a separate clause of the same resolution) given the privilege to “remain a full, active, voting member of the Board of Trustees of Ascension Episcopal School for as long as she wishes to remain in said position.”

Do your bylaws authorize the board to do these things? It's not entirely clear to me that either resolution is valid.

  • The Board would like to retain her expertise to the greatest extent possible. Because the Board is already at its optimum/maximum size, she has offered (in order to open a voting space for a new member with needed skill sets) to relinquish her voting membership while retaining her Emerita title for life. Question: If she does so, will her Emerita title give her the right to attend and speak (but not vote) at all regular Board meetings and executive sessions, and/or should the original resolution be amended to give her these rights?
  • Subsequent to the passing of the resolution, she was elected Board Secretary, which per our bylaws makes her an officer and a voting member of the Executive Committee. As a non-voting Emerita, can she continue to serve as Board Secretary, with the right to speak (but not vote) on the Executive Committee?

1.) If the position of "Trustee Emerita" is defined in your bylaws, then your bylaws should contain the answers to these questions. If it is not defined in your bylaws, no one can be appointed to such a position. With that said, the board is free to permit a non-member to attend and speak (but not vote) if it wishes to do so.

2.) If holding the position of Board Secretary makes this person a voting member of the Executive Committee, then she has the right to speak and vote at meetings of the Executive Committee. Whether or not she is a voting member (or a member at all) of the board has nothing to do with her status on the Executive Committee.

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Is the position "Trustee Emerita" defined in your bylaws?  If so, then that is where you should find answers to all your questions in paragraph 1.  If not, then she is just another member of the association, but not a "trustee" at all, except...

 

...By virtue of your second paragraph, since is (also) a defined officer of the ExecComm of the Board, she has full rights as any other member would have (emerita or not).

 

BTW, it is nice to see proper Latin as alive and well, at least in the Epis.  Church.

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...By virtue of your second paragraph, since is (also) a defined officer of the Board, she has full rights as any other member would have (emerita or not).

The OP states that the Board Secretary is a member of the Executive Committee. It's not clear whether the Board Secretary is also a member of the board.

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JD, I must confess that I changed it to -a for my question. The resolution was drafted by a non-Episcopalian lawyer. And how did you know this was an Episcopal Church context?   But back to the issue--our bylaws do not mention emeritus/-a. Does a resolution not have the power to add a new category that is not mentioned in the bylaws?

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Does a resolution not have the power to add a new category that is not mentioned in the bylaws?

A resolution does not have the power to add a new category of board membership that is not mentioned in the bylaws. If the organization wishes to provide for a Trustee Emerita position, it will be necessary to amend the bylaws.

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A member of our Board of Trustees who was completing her term but eligible for re-election was (by resolution) named Trustee Emerita and (in a separate clause of the same resolution) given the privilege to “remain a full, active, voting member of the Board of Trustees of Ascension Episcopal School for as long as she wishes to remain in said position.”

  1.  The Board would like to retain her expertise to the greatest extent possible. Because the Board is already at its optimum/maximum size, she has offered (in order to open a voting space for a new member with needed skill sets) to relinquish her voting membership while retaining her Emerita title for life. Question: If she does so, will her Emerita title give her the right to attend and speak (but not vote) at all regular Board meetings and executive sessions, and/or should the original resolution be amended to give her these rights?
  2. Subsequent to the passing of the resolution, she was elected Board Secretary, which per our bylaws makes her an officer and a voting member of the Executive Committee. As a non-voting Emerita, can she continue to serve as Board Secretary, with the right to speak (but not vote) on the Executive Committee?

 

 

You can probably grant someone an honorary title of Trustee Emerica, but it seems to me that granting them lifetime voting membership on the board would require a bylaws amendment (unless your bylaws already say that).

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Ha! I guess I should have re-read what I wrote! I forgot that the resolution included the name of our school.  To answer your question (JD), I probably am "High Church," my pastor would probably call himself "Anglican" (though not literally, since technically we belong to the Episcopal Church of the U.S.), and we don't do "Low Church" here. :)

 

After reading the above comments that the Board probably could grant someone the honorary title "Trustee Emerita" (which I think was the intention all along--except for that troublesome clause that grants voting rights for "as long as she wishes . . . "):

 

This is probably a once-in-a-lifetime occurrence [she is the 80-year-old Founding Head of the school), and I would be reticent to set a precedent by authorizing the appointment of Emeriti/-ae in the bylaws]. How about this:

 

(1) letting her resign her membership--assuming that the title is honorary, is for life, and confers no privileges; and

 

(2) looking to other options (e.g., appointing her an "adviser" who is allowed per our bylaws to speak but not vote---or simply stating that the Chair has at any time the authority to invite a guest, with voice privileges???).

 

Good grief! I was hoping to find a simple solution, but it seems to be becoming more complex. I initially assumed [obviously in error!] that our lawyer (who was Chair at the time) knew that a resolution would make it so. Do you have a realistic, practical solution to this sticky mess?

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Good grief! I was hoping to find a simple solution, but it seems to be becoming more complex. I initially assumed [obviously in error!] that our lawyer (who was Chair at the time) knew that a resolution would make it so. Do you have a realistic, practical solution to this sticky mess?

 

If you don't want to amend the bylaws, just keep electing her to membership on the board.

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(2) looking to other options (e.g., appointing her an "adviser" who is allowed per our bylaws to speak but not vote---or simply stating that the Chair has at any time the authority to invite a guest, with voice privileges???).

As I have previously mentioned, the board is free to permit someone to attend its meetings and to speak in debate if it wishes to do so. You can call her whatever you like. "Adviser" seems fine.

The board could also authorize the chair to invite a guest and permit the guest to speak, at any time, if it wishes to do so. This may well end up affecting more than the current person, however, so perhaps that should be viewed as a separate issue.

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My sincere thanks to all who responded. The interpretations regarding the resolution were very enlightening, and your comments helped us to find a new direction. I appreciate your being there to help those of us who are fanatic about protocol but just don't always know the "official" answers.  

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