Officer and directors voting rights

[Guest Leon Ambo]

I am a vice commodore of a boat club. We have a board that consists of commodore, vice commodore, rear commodore, secretary, treasurer, and 6 directors, all positions other then the rear commodore are elected. I understand the commodores roll but my question is do all other members have voting rights or is it limited to just the directors.

thank you

[Richard Brown]

What exactly do your bylaws say about the makeup of the board? Based on your comments, it looks like your board has 11 members. Unless there is a contrary provision in your bylaws, all 11 have the right to vote. However, depending on whether your board utilizes the small board rules of RONR, the president might refrain from voting except when his vote will affect the outcome.

[Leon Ambo]

Our bylaws do not discuss the subject, but we do utilize the small board rules in regard to the commodore (president)

[Leon Ambo]

Meaning the bylaws do state the makeup of the board but don’t address voting rights. Since the start of the club all members voted, several years back there was an new interpretation of Roberts rules that only directors could vote.

[Joshua Katz]

If your bylaws refer to the non-directors as "members" of the board, they can vote absent a contrary provision. I don't think we really can give any further answer absent seeing the bylaw provisions, though. If you want to provide the board makeup provision, please do so verbatim.

[Leon Ambo]

This is what our bylaws state.

ARTICLE III

(Board of Directors)

 

Section 1: The Board of Directors shall consist of the officers of the corporation and six elected directors. 

 

Section 2: The Board of Directors shall have the general management and control of all the property and business affairs of the corporation.

 

 

[Joshua Katz]

Although bylaw interpretation is for your organization, absent any contrary provision, it looks clear to me from this that the officers of the corporation are members of the Board (except that, according to RONR, directors are officers). However, a second fact is also apparent: this is a corporation. So you'd need to look for contrary provisions not just in your bylaws, but also in applicable corporate law. In corporate-speak, "officers" generally refers to certain key employees, some of whom are often on the board (such as someone who is both CEO and chairman) but most often are not, or might attend board meetings without a vote. Since you say:

1 hour ago, Leon Ambo said:

Since the start of the club all members voted, several years back there was an new interpretation of Roberts rules that only directors could vote.

I think the best thing to do here is ask people who argued for that interpretation "why?" and where it came from. As an interpretation of RONR, it seems likely to be wrong absent some other bylaw provision. But it may arise from somewhere else - perhaps in the corporate code, perhaps as a misunderstanding of the corporate code...

[Josh Martin]

3 hours ago, Guest Leon Ambo said:

I am a vice commodore of a boat club. We have a board that consists of commodore, vice commodore, rear commodore, secretary, treasurer, and 6 directors, all positions other then the rear commodore are elected. I understand the commodores roll but my question is do all other members have voting rights or is it limited to just the directors.

All members of the board (including the commodore) have voting rights, unless your bylaws provide otherwise.

2 hours ago, Leon Ambo said:

Our bylaws do not discuss the subject, but we do utilize the small board rules in regard to the commodore (president)

In such a case, the commodore should feel free to vote in all cases.

2 hours ago, Leon Ambo said:

Meaning the bylaws do state the makeup of the board but don’t address voting rights. Since the start of the club all members voted, several years back there was an new interpretation of Roberts rules that only directors could vote.

So far as RONR is concerned, all members have the right to vote.

Edited October 3, 2018 at 11:22 PM by Josh Martin

[Richard Brown]

It's clear to me that all 11 people who are listed as being on the board of directors have the right to vote. It doesn't matter whether they are called officers, non- officers, directors, or whatever. If they are members of the board of directors they have the right to vote as board members. I don't see anything complicated about it and have no doubt about it based on what we have been told.

Note: I drafted this post over an hour ago, before Josh Martin made his post immediately above. However, for some reason, I never posted it. Either it failed to post or I got a phone call just as I was finishing it. At any rate, I think Josh and I are saying the same thing. To me it is plain that all 11 members of the board of directors have the right to vote at board meetings.

[Gary Novosielski]

10 hours ago, Leon Ambo said:

Meaning the bylaws do state the makeup of the board but don’t address voting rights. Since the start of the club all members voted, several years back there was an new interpretation of Roberts rules that only directors could vote.

RONR says that members vote.  Anyone who is a "member" of the board can vote, and any interpretation of RONR that conflicts with that is a poor interpretation indeed.