Randy Braze Posted November 13, 2016 at 08:06 PM Report Share Posted November 13, 2016 at 08:06 PM Are non-voting board members, in actuality, board members (or officers of the board) at all? They are specifically named in our bylaws but they have no authority and no vote. All they can do is be present and advise the board. They don't even count toward a quorum. It would be my interpretation, that these members are not "truly" board members. The non-voting board members are actually appointed by the board and are paid by the association to serve in their positions. Beyond serving in an advisory capacity to the board, they serve no purpose on the board at all. The reason for this inquiry is that we have had a vacancy on the board. One of the non-voting board members was appointed to the vacancy. However, there is also a provision in our bylaws that indicate you cannot hold two board positions simultaneously. My opinion would be that this person is occupying only one (1) "real" board position and we are not in violation of our bylaws. I cannot find any type of interpretation to support or reject my opinion. Any suggestions? Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted November 13, 2016 at 08:15 PM Report Share Posted November 13, 2016 at 08:15 PM Ultimately, it is up to your organization to interpret your bylaws and determine the details regarding "non-voting board members". Perhaps the bylaws could be amended to remove the ambiguity. Link to comment Share on other sites More sharing options...
Joshua Katz Posted November 13, 2016 at 08:15 PM Report Share Posted November 13, 2016 at 08:15 PM RONR defines a member as having the full rights of membership. Your rules, though, created something different. My view is that you interpret words consistently with the document in which they appear, thus, the bylaw prohibiting holding two positions simultaneously refers to positions as defined by the bylaws, not by RONR. Also, it isn't clear to me that your question hinges on the membership question - a non-voting "position" is pretty clearly, I think, still a position. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted November 13, 2016 at 08:46 PM Report Share Posted November 13, 2016 at 08:46 PM 27 minutes ago, Randy Braze said: The reason for this inquiry is that we have had a vacancy on the board. One of the non-voting board members was appointed to the vacancy. Whenever you create CLASSES of membership (which is what you are doing, even if you don't use that term), you must specify which CLASS or which CLASSES get what subset of rights of membership. In theory, you could split up your membership into classes where every class gets an uneven load of "rights" and "powers". *** Imagine a nonprofit organization, where they choose to create classes of membership: • One class cannot vote. But all other rights remain intact. • One class cannot make motions. But all other rights remain intact. • One class cannot debate. But all other rights remain intact. They are all "members". But that does not mean that all rights are membership are "equally distributed" among all classes. And imagine the inverse of that relationship. -- Imagine a different nonprofit which treats its classes from a different viewpoint. • One class can vote. But nothing else. • One class can make motions. But nothing else. • One class can debate. But nothing else. They are all "members". But that does not mean that all rights are membership are "equally distributed" among all classes. *** If person P is a member of two classes, then person P gets all the perqs of both classes. If you have a rule which says that person P cannot be a member of more than one class, then someone (?) will have to make a decision. -- Won't they? Link to comment Share on other sites More sharing options...
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