Does advice and consent mean there must be a vote?

[BarryA]

"With the advice of the and consent of the Board of Directors, the Chair shall appoint sufficient Members..." is the language in our bylaws.

Does consent need to be demonstrated affirmatively by a Board vote to confirm the Chair's appointment? or can the appointment be deemed valid in the absence of an objecting Board member?

[Joshua Katz]

An excellent question, ripped right from the headlines!  (Except that parliamentary law isn't actual law, and whoever wrote this bylaw should have gone with clarity over impressive wording.)  I'm a bit unclear on what you're asking, though.  Unanimous consent can be used when a vote is required (unless the bylaws call for a balloted vote).  If a motion is made and adopted without objection, that's as good as voting on it, and goes into the minutes.  

If you're asking, though, if board action is needed, that's a question of bylaw interpretation and beyond the scope of this forum.  I can comment, though, that my opinion would be that this does require the board take action, not just remain silent, on the appointment.  You might consider amending the bylaws to be more clear on this.

[Richard Brown]

I tend to agree with Godelfan's take on this.  It is ultimately to the organization to interpret its own bylaws, but my own opinion, at the moment, is that consent means actual consent or some affirmative action evidencing consent, such as a letter or press release congratulating the member on his appointment or authorizing the printing of new stationery showing the member as holding the new position.

Stay tuned, though, as I imagine someone will express the view that with the passage of enough time, the board shall be deemed to have consented or acquiesced.  How long that period of time must be is the $64,000 question.

[Gary Novosielski]

In my opinion, some action of the board would be needed.  It might well be the case that if no member objects, that's enough, but only after the chair says something like:

The Chair appoints Mr. M. to the Judicial Committee; is there objection to this appointment? <pause...sound of crickets>  Hearing no objection, the appointment is confirmed.  That's essentially the process for unanimous consent, a severely abbreviated way of handling a motion when dissent is presumed unlikely.

If instead of crickets there is objection, the matter would then be open to debate and a vote, handled like an ordinary motion.  I don't believe, however, that it should be amendable.  Others may want to weigh in on that.

 

[Kim Goldsworthy]

4 hours ago, BarryA said:

Can the appointment be deemed valid in the absence of an objecting Board member?

It can be as easy as this.

For example:

Assume that the president is authorized to fill a vacancy in Committee X.

The president could say, in properly called quorate meeting, "I appoint Mr. Smith to Committee X. Is there any objection?"

Robert's Rules will allow for a non-objection in this scenario to be equivalent to a majority vote.

See page 54 for what good use "unanimous consent" can be used.

Quote

Under these conditions, the method of unanimous consent

can be used either to adopt a motion without the steps of

stating the question and putting the motion to a formal vote,

or it can be used to take action without even the formality of a motion.

 

 

[Thomas Ralph]

I vaguely disagree in that the chair should never use the first person.

[Guest hankmart]

Under an advise and consent clause could the slate of candidates for a nominating committee be modified or is it an up or down vote

[Richard Brown]

Guest hankmart, please post your question by starting a new topic.  Even though it might seem like your question fits this topic, this thread is over five years old and we prefer that new questions be posted by starting a new topic.