Outside facilitator

[Guest persnicketyparsnip]

Can a board of directors, which adheres to Roberts rules of order revised, have a facilitator who is not a board member run a meeting? Providing the facilitator/acting chair has no voting power.

 

[Joshua Katz]

Yes, via a motion to suspend the rules.

[Atul Kapur]

That's not the only way to do it.

If the President and Vice-President(s) don't object, it can be done with a majority vote.

Page 453, line 26 - page 454, line 2:
"Invited Temporary Presiding Officer. In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt such an arrangement for all or part of a session. Alternatively, the rules may be suspended to authorize it, even over the objection of the president or a vice-president. Cf. pages 652-53."

Pages 652-653 is the reference to support Mr. Katz' suggestion of Suspend the Rules.

[Guest persnicketyparsnip]

Thank you both. I'll go into detail in case either of you have more input.

It's a strange situation. There is a lapse in our organization in which there's a month between the annual meeting of members, where board elections occur, and the first board meeting where officers are elected. 3/4ths of the officers offboarded at this years meeting of members.

There was a motion made at the annual meeting of members to extend the current "executive committee's" term until election of new officers at the next board meeting to ease transition. The motion passed with unanimous consent. 

There is now a member (not a director) of the organization questioning the validity of that motion and the so called 'standing executive committee'. This person cites one of our bylaws: "Directors shall be elected at the Annual Meeting. The newly elected directors will assume their responsibilities upon the completion of the annual meeting at which they are elected."

They infer from this bylaw that the motion was invalid and that the former president has no ground to chair the upcoming board meeting.

I disagree as this only pertains to new directors.

Just in case, I wanted to know how to pass a motion to ensure the former (interim) president can lead our meeting.

Any thoughts on the situation as a whole?

The expertise offered here is truly great.

[Atul Kapur]

So you've told us the bylaws provision for the term of office for Directors. There should be a similar provision for the term of office of the Officers.

It is not automatic that someone has to be a director in order to be an officer, unless your bylaws specify that. Many bylaws also include language that the officers shall serve for a certain term "and/or until their successors are elected." If your bylaws have such language, then you still have officers.

If your bylaws are silent on that and don't require your officers to be directors, then I don't see a problem with the motion that was passed at your general meeting. I am assuming that the executive committee you mention is made up of all the officers.

Edited November 18, 2018 at 04:10 AM by Atul Kapur

[Guest persnicketyparsnip]

Officers must be board members and yes the officers are considered an executive committee.

There actually is a provision in our bylaws regarding officers remaining until successors are elected like what you mention.

I can't believe it's been overlooked until now - the motion in question was totally unnecessary.

Thank you for helping me clear up this confusion, I really appreciate it.

[Guest persnicketyparsnip]

Just to clarify this is the bylaw section that was missed:

"Section 5.3: Election of Officers
At the next regularly scheduled Board Meeting, the Board of Directors shall elect, by ballot, a President,
Vice President, Secretary, and Treasurer, each of whom shall hold office until the election of his or her successor,
unless earlier removed by death, resignation, or for cause."

So, officers are in office until new officers are elected, correct?

[jstackpo]

Correct.

[Richard Brown]

12 hours ago, Guest persnicketyparsnip said:

Officers must be board members and yes the officers are considered an executive committee

That sentence is causing me a little concern. Do your bylaws actually say that there is an executive committee and that it consists of those officers or does your organization only "consider" them to be an executive committee? There is no executive committee unless it is provided for in the bylaws.

Edited November 18, 2018 at 04:38 PM by Richard Brown
Typographical correction

[Guest persnicketyparsnip]

"Section 8.2 The Executive Committee 
shall consist of the President, Vice-President, Secretary, and Treasurer. Any action by the Executive Committee shall 
require the affirmative vote of at least three of its members and must be reported to, and ratified by, the Board of 
Directors at their next meeting."

Although I believe I was mistaken that  officers/executive committe must be board members. As I interpret it, officers are are board members with the exception of if they are offboarding... Then the period of time in between the general meeting and board meeting where officers elected, they are officers but no longer board members. 

Does that logic stand?

[Guest Who's Coming to Dinner]

The officers only have to be board members if your bylaws say so.

[Guest persnicketyparsnip]

Interesting. I've made an assumption because historically officers have always been board members in this organization.

There are no specifications that I can find regarding officers being members of  the board of director in our bylaws or articles of incorporation. So,  If the officers are not board members they can participate in appropriate sections of the meeting (or the case of the president, chair the meeting) without having the power a director/board member has to vote?

"ARTICLE VII: Duties of Officers Section 7.1: Duties of President The President shall: (1) Preside over all meetings of the Association and the Board of Directors; (2) perform all acts and duties usually performed by an executive and presiding officer; and (3) sign all papers of the Association as she/he may be authorized or directed to sign by the Board of Directors. The President shall perform such other duties as may be prescribed by the Board of Directors. Section 7.2: Duties of the Vice President In the absence or disability of the President, the Vice President shall perform the duties of the President. Section 7.3: Duties of the Secretary The Secretary shall: (1) take all minutes of all Annual, Special, and Board meetings; (2) co-sign all papers of the Association as she/he may be authorized or directed to co-sign by the Board of Directors. Section 7.4: Duties of the Treasurer The Treasurer will make periodic inspections of the books and records of the financial transactions of the association. He/she will present a summary of the financial standings of the Association to the Board of Directors at regular meetings. The Treasurer will ensure that the services of a competent and disinterested public auditor or accountant are secured for annual review and report on the financial records."

[Richard Brown]

7 minutes ago, Guest persnicketyparsnip said:

So,  If the officers are not board members they can participate in appropriate sections of the meeting (or the case of the president, chair the meeting) without having the power a director/board member has to vote?

Possibly.  It depends primarily on your bylaws.  If your organization as a whole elects the Board (usually at the annual general membership meeting) and then the Board selects the officers, the officers do not have to be board members or even members of the organization unless your bylaws require it.  A complete outsider can be elected president or to any other  office unless your  bylaws require that officers be members of the society and/or the board.

However, an such non-member officers will not have a vote on the board and may or may not be entitled to even attend board meetings, depending on your bylaws.  The board may permit them to attend and participate (but not vote), but that is different from having the right to attend.  If the  bylaws  say the president shall preside at board meetings, then he has a right to attend them, but that provision doesn't apply to the other officers except possibly the vice president if the president is absent.

If your bylaws say there shall be an executive committee consisting of the four officers, then it is my opinion that any "outsiders" who are officers are by definition members of the executive committee.... but not of the board.... and may vote at executive committee meetings.

Let me add, though, that the likelihood of outsiders being elected as officers is probably remote, but it does happen.  If you want your officers to be members of the organization and/or the board, your bylaws should say so.... or just don't elect someone who isn't a member.  Just because someone is a candidate or has been nominated doesn't mean that anyone has to vote for that person. 

[Guest persnicketyparsnip]

Once again, thank you all for sharing this knowledge so freely. I've attended one parliamentary procedure workshop, have a current RROR book and have been studying our bylaws/articles.

There is much to learn and I'm excited to absorb it chunk by chunk.

[Gary Novosielski]

23 hours ago, Guest persnicketyparsnip said:

Once again, thank you all for sharing this knowledge so freely. I've attended one parliamentary procedure workshop, have a current RROR book and have been studying our bylaws/articles.

There is much to learn and I'm excited to absorb it chunk by chunk.

If you want to ensure that only members of the board can serve as officers, you could amend the bylaws language by inserting "from among their number", as: 

...the Board of Directors shall elect, by ballot, [from among their number,] a President....

This is a fairly common provision, sometimes omitted intentionally, and sometimes out of a mistaken belief that it's already a rule.