"Proxy" board members?

[Guest Rowan]

Hello,

A board member of an organization I belong to is unable to be at the next few meetings (as they will be out of the country). The executive has invited another person to fill the absent board member's spot and vote for him etc. at board meetings.

I am not sure this new person is even a member of the organization and eligible to be on the board.

Even if he is, though, there is nothing in our bylaws that allows for this arrangement. 

How should this be addressed?

[J. J.]

Unless the bylaws, or applicable statute, permit something else, only members may vote.  The nonmember could not vote. 

[Benjamin Geiger]

As I understand it, it should be addressed by shutting it down hard, since proxies aren't acceptable unless explicitly allowed for in the bylaws or applicable law.

Edit: check this FAQ.

"Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly."

Edited August 15, 2018 at 03:59 PM by Benjamin Geiger

[Guest Rowan]

20 minutes ago, J. J. said:

Unless the bylaws, or applicable statute, permit something else, only members may vote.  The nonmember could not vote. 

 

17 minutes ago, Benjamin Geiger said:

As I understand it, it should be addressed by shutting it down hard, since proxies aren't acceptable unless explicitly allowed for in the bylaws or applicable law.

Edit: check this FAQ.

"Proxy voting is not permitted in ordinary deliberative assemblies unless federal, state or other laws applicable to the society require it, or the bylaws of the organization authorize it, since proxy voting is incompatible with the essential characteristics of a deliberative assembly."

Thank you.

So what happens if this person has voted? Is the vote null and void, or does it depend on how close it was (i.e., if this person's vote was the deciding one)?

[Richard Brown]

23 minutes ago, Guest Rowan said:

A board member of an organization I belong to is unable to be at the next few meetings (as they will be out of the country).

While I agree completely with the previous answers, I'm curious about something.  Exactly how many board members are going to be out of the country?  You first make reference to "A board member" and they you say "they will be out of the country".  So, are you referring to one board member or more than one?  Or will the entire board, except for this member, be out of the country?

[Richard Brown]

13 minutes ago, Guest Rowan said:

So what happens if this person has voted? Is the vote null and void, or does it depend on how close it was (i.e., if this person's vote was the deciding one)?

It depends on how close the vote was.  If the vote of this member could have affected the result, the outcome of the vote can be set aside on a point of order that a vote was cast by someone not entitled to vote and that vote could have affected the outcome.

Edited to add:  If the outcome could have been affected by the vote of someone not entitled to vote, this constitutes a continuing breach and may be raised at any time as long as the breach continues.  See page 263 regarding violations of fundamental principles of parliamentary procedure law.

Edited August 15, 2018 at 04:27 PM by Richard Brown
Added last paragraph and corrected last word

[Guest Rowan]

5 minutes ago, Richard Brown said:

While I agree completely with the previous answers, I'm curious about something.  Exactly how many board members are going to be out of the country?  You first make reference to "A board member" and they you say "they will be out of the country".  So, are you referring to one board member or more than one?  Or will the entire board, except for this member, be out of the country?

Sorry for the confusion. I was using the plural "they" ... inconsistently, apparently. 

One board member, out of the country, replaced by a non-board member while he's away.

[Guest Rowan]

10 minutes ago, Richard Brown said:

While I agree completely with the previous answers, I'm curious about something.  Exactly how many board members are going to be out of the country?  You first make reference to "A board member" and they you say "they will be out of the country".  So, are you referring to one board member or more than one?  Or will the entire board, except for this member, be out of the country?

Sorry for the confusion. I was using "singular they" -- inconsistency, apparently.

One board member out of the country, replace by one person filling in for him while he's away.

6 minutes ago, Richard Brown said:

It depends on how close the vote was.  If the vote of this member could have affected the result, the outcome of the vote can be set aside on a point of order that a vote was cast by someone not entitled to vote and that vote could have affected the outcome.

Okay, so that point of order would have to be raised at the board meeting. So anything that was passed with this person's vote is in effect.

I guess a point of order needed to be raised even before a vote took place about it not being in order for this person to be filling in for the absent board member...

[Richard Brown]

2 minutes ago, Guest Rowan said:

Okay, so that point of order would have to be raised at the board meeting. So anything that was passed with this person's vote is in effect.

I guess a point of order needed to be raised even before a vote took place about it not being in order for this person to be filling in for the absent board member...

Read the part of my response that I added a minute or so after the first part of the post.  Here it is:

11 minutes ago, Richard Brown said:

Edited to add:  If the outcome could have been affected by the vote of someone not entitled to vote, this constitutes a continuing breach and may be raised at any time as long as the breach continues.  See page 263 regarding violations of fundamental principles of parliamentary procedure law.

 

[Guest Rowan]

2 minutes ago, Richard Brown said:

Read the part of my response that I added a minute or so after the first part of the post.  Here it is: 

Edited to add:  If the outcome could have been affected by the vote of someone not entitled to vote, this constitutes a continuing breach and may be raised at any time as long as the breach continues.  See page 263 regarding violations of fundamental principles of parliamentary procedure law.

 

That is good to hear. However, if they don't record the breakdown of the vote, they may not know how close the outcome was by the time the next meeting takes place. Sigh.

 

[Richard Brown]

Guest Rowan, you might also take not of this language from page 251:

The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach. Instances of this kind occur when:
    a)    a main motion has been adopted that conflicts with the bylaws (or constitution) of the organization or assembly,*
    b)    a main motion has been adopted that conflicts with a main motion previously adopted and still in force, unless the subsequently adopted motion was adopted by the vote required to rescind or amend the previously adopted motion,
    c)    any action has been taken in violation of applicable procedural rules prescribed by federal, state, or local law,
    d)    any action has been taken in violation of a fundamental principle of parliamentary law (p. 263), or
    e)    any action has been taken in violation of a rule protecting absentees, a rule in the bylaws requiring a vote to be taken by ballot, or a rule protecting a basic right of an individual member (pp. 263–64).
In all such cases, it is never too late to raise a point of order since any action so taken is null and void.

[Richard Brown]

18 minutes ago, Guest Rowan said:

That is good to hear. However, if they don't record the breakdown of the vote, they may not know how close the outcome was by the time the next meeting takes place. Sigh.

If the vote was close, or it is believed it was close and the issue is of great importance, I would suggest ratifying the adoption of the motion in question at the next meeting... making sure that this "acting" member does not vote.  He can be granted the right to participate in all other ways... speaking in debate and even making motions... but he cannot be given the right to vote.

See page 124 for the Motion to Ratify.  Some of our members may take the position that the motion to ratify would not be appropriate unless the adoption of the motion was clearly null and void and has been so declared by the chair, but it is my opinion that it can properly be used when there is doubt as to whether the questionable motion was properly adopted.

The decision on whether to use the motion  to ratify is ultimately up to your organization.  If a member raises a point of order that the previously "adopted" motion has never been declared null and void and that the motion to ratify if out of order, the chair can rule on whether the point of order is well taken.  The chair's ruling is then subject to an appeal.  It requires a majority vote to overturn the ruling of the chair.  The ruling is  sustained on a tie vote.   Ultimately, if the membership wants to ratify the adoption of the prior motion, it can do so.

Edited to add:  My use of the word "membership" in the above paragraph is intended to refer to the membership of the board, which I understand is the body involved.  If this issue winds up before the general membership, then the term, of course, would refer to the general membership.

Edited August 15, 2018 at 04:56 PM by Richard Brown
Added last paragraph

[Guest Rowan]

20 minutes ago, Richard Brown said:

If the vote was close, or it is believed it was close and the issue is of great importance, I would suggest ratifying the adoption of the motion in question at the next meeting... making sure that this "acting" member does not vote.  He can be granted the right to participate in all other ways... speaking in debate and even making motions... but he cannot be given the right to vote.

See page 124 for the Motion to Ratify.  Some of our members may take the position that the motion to ratify would not be appropriate unless the adoption of the motion was clearly null and void and has been so declared by the chair, but it is my opinion that it can properly be used when there is doubt as to whether the questionable motion was properly adopted.

The decision on whether to use the motion  to ratify is ultimately up to your organization.  If a member raises a point of order that the previously "adopted" motion has never been declared null and void and that the motion to ratify if out of order, the chair can rule on whether the point of order is well taken.  The chair's ruling is then subject to an appeal.  It requires a majority vote to overturn the ruling of the chair.  The ruling is  sustained on a tie vote.   Ultimately, if the membership wants to ratify the adoption of the prior motion, it can do so.

Edited to add:  My use of the word "membership" in the above paragraph is intended to refer to the membership of the board, which I understand is the body involved.  If this issue winds up before the general membership, then the term, of course, would refer to the general membership.

Thank you for the citation of page 251.

Ah. A person who is not a member can be given the right to participate in all other ways? I did not know that. Does that hold true even if he isn't a member of the larger organization (which all board members must be, according to the bylaws)?

And if I could just ask for one clarification: how would a board motion end up before the general membership?

[Richard Brown]

22 minutes ago, Guest Rowan said:

Ah. A person who is not a member can be given the right to participate in all other ways? I did not know that. Does that hold true even if he isn't a member of the larger organization (which all board members must be, according to the bylaws)?

Even if a person is not a member of the organization, he may be given the right to attend meetings, to attend executive sessions, to debate, to make motions, etc.... but not the right to vote (absent authorization in the bylaws).  Any such restriction would have to be in your bylaws.  Some of those rights, such as the right to attend meetings, may be granted by majority vote.  However, the right to actually participate in debate requires a suspension of the rules and a two thirds vote.  That can all be accomplished by unanimous consent or by the adoption of a motion or a special rule of order.  If it is intended that this person have the right to participate in debate, I would suggest that whatever motion or rule is adopted be done by at least a two thirds vote.

See the footnote on page 263 regarding suspending the rules to permit a non-member to participate in debate:  "In contrast, the rules may be suspended to allow a nonmember to speak in debate."  The other "rights" that can be granted to this person, sch as the right to attend meetings, can be done by majority vote.

36 minutes ago, Guest Rowan said:

And if I could just ask for one clarification: how would a board motion end up before the general membership?

See Official Interpretation 2006-13 (and 2006-12).  The Board is generally subservient to the general membership and is subject to the orders of the membership.  The membership can generally countermand decisions of the board, but this is dependent on the authority given the board in your bylaws.  http://www.robertsrules.com/interp_list.html#2006_13

In your case, I think the general membership might have the power to impose restrictions on what someone who is not a board member can do.  I also think it rather unlikely in most cases that the membership would do so.