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Non elected members at a Board meeting


David Craig
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Can a President/Chair of an elected Board of Directors invite a non-elected member to speak at a Board Meeting?  The non-elected person is a member of the Assembly and a member of a Committee of the Board but not a member of the Board.

The President/Chair is claiming that because the member sits on the HR Committee she should be allowed to speak at the Board Meeting where to report from the HR Committee is being discussed.  

 

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The board itself, not the chair, is actually in control of who can attend and/or speak at board meetings.  However, it is quite common for the other members to defer to the chair in situations such as this, but the board itself is ultimately in charge.  The board, not the chair, has the ultimate authority to decide yes or no and to impose whatever conditions or limits it desires.

Edited to add:  The board, by majority vote (or unanimous consent) can permit non members to attend and to speak (address the board), but it requires a two thirds vote (or unanimous consent) for the board to suspend the rules and permit a non member of the board to speak in debate.

Edited by Richard Brown
Added last paragraph
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First, if this is a public body, there may be relevant laws, which are outside the scope of this forum.

That aside, the general rule is that non-members of a body have no right to be present at meetings of that body.  They may be invited or permitted to attend by the body, either via rules (adopted by the Assembly, or by the Board if the board is permitted to adopt rules) or on a case-by-case basis.  To permit a non-member to speak during debate requires a motion to suspend the rules, which can be adopted by a 2/3 vote or a vote of a majority of the entire membership (of the Board).

The fact that the person is a member of the Assembly and of a Committee has no impact on the question, with one small exception.  As a general matter, I think most of us here are of the opinion that if the chair invites someone to attend a meeting, and no one objects, then the body has approved it by unanimous consent.  Similarly, if the chair asks to have a guest speak, and no one objects, I think most of us would agree the body has approved it by unanimous consent.  I'm less certain of that, though, when the chair seems to be more telling than asking, and is relying on a non-existent rule.  I don't think if the chair cites to a rule which does not exist, that the body can be said to have consented by not objecting.  It doesn't matter much, because once the guest speaks, you can't go back and fix it.  But the point is, if the body doesn't want this to happen, someone needs to raise a point of order, or object if the chair says "without objection, Mr. X will speak about gerbil balls."  

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