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Can a Non-Voting Board Member Serve as Chair?


Guest A. West

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Guest A. West

Hi, one of the boards I work with contains non-voting members. These members can participate in discussion, but can not vote unless they are serving as the designee for a voting member who is absent. The board hosted officer elections and the question came up as to whether or not a non-voting member can be elected as the presiding officer (chairman) of the board? This stipulation is not outlined in the board's bylaws or the establishing statute. Any feedback on this is greatly appreciated.

 

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Page 447, lines 16-19:

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In most societies it is usual to elect the officers from among the members; but in all except secret societies, unless the bylaws provide otherwise, it is possible for an organization to choose its officers from outside its membership.

Since "members who can not vote" is a contradiction in terms under RONR, it stands to reason that these "non-voting members" would fall under the same category as non-members.

Edited by Benjamin Geiger
Add a rationale.
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RONR allows non-members of an association to serve on committees of the association, (including chairing) with the approval of the association membership.  The book is silent on the similar question as to non-members serving on Boards (near as I can tell).

And it is also silent on the rights, privileges, &c, of the undefined (in RONR) category of "non-voting" members.  In RONR one is either a member or not a member at all (like me with respect to your association).  Nothing in between. A person has all the rights of membership, or none of them.

All of the above is a slightly long-winded way of saying "The answer to your question is entirely up to your association" because non-voting membership is not described or defined in RONR. You have to define it, if you want to have any.

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Guest A. West
17 minutes ago, jstackpo said:

RONR allows non-members of an association to serve on committees of the association, (including chairing) with the approval of the association membership.  The book is silent on the similar question as to non-members serving on Boards (near as I can tell).

And it is also silent on the rights, privileges, &c, of the undefined (in RONR) category of "non-voting" members.  In RONR one is either a member or not a member at all (like me with respect to your association).  Nothing in between. A person has all the rights of membership, or none of them.

All of the above is a slightly long-winded way of saying "The answer to your question is entirely up to your association" because non-voting membership is not described or defined in RONR. You have to define it, if you want to have any.

I guess a better term would be 'alternate member' instead of nonvoting member, if that clarifies anything. This is what the statue states: Three members and three alternate members appointed by the governor each of whom shall possess a commercial fisherman's license with a "certified" endorsement pursuant to R.S. 56:303(E), with four to be selected from a list of six nominees submitted by the Louisiana Shrimp Association and two to be selected from a list of six nominees submitted by the secretary 

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Guest A. West
27 minutes ago, Benjamin Geiger said:

Page 447, lines 16-19:

Since "members who can not vote" is a contradiction in terms under RONR, it stands to reason that these "non-voting members" would fall under the same category as non-members.

I guess a better term would be 'alternate member' instead of nonvoting member, if that clarifies anything. This is what the statue states: 'Three members and three alternate members appointed by the governor each of whom shall possess a commercial fisherman's license with a "certified" endorsement pursuant to R.S. 56:303(E), with four to be selected from a list of six nominees submitted by the Louisiana Shrimp Association and two to be selected from a list of six nominees submitted by the secretary.' So should the board clarify this in their bylaws since it is not outlined in RONR or in the establishing statute?

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5 minutes ago, Guest A. West said:
23 minutes ago, jstackpo said:

 

I guess a better term would be 'alternate member' instead of nonvoting member, if that clarifies anything. This is what the statue states: Three members and three alternate members appointed by the governor each of whom shall possess a commercial fisherman's license with a "certified" endorsement pursuant to R.S. 56:303(E), with four to be selected from a list of six nominees submitted by the Louisiana Shrimp Association and two to be selected from a list of six nominees submitted by the secretary 

It seems to me that this does not change the answer. Alternates do not enjoy the unrestricted right to participate including voting (generally), making them non-members. But non-members may serve as chairs, as described in the prior answers.

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4 minutes ago, Guest A. West said:

I guess a better term would be 'alternate member' instead of nonvoting member, if that clarifies anything.

Only if "alternate member" is defined as to rights & privileges, &c. in the bylaws, or elsewhere the statute.  If the definition is in the statute, check with a lawyer.   RONR does speak of alternate delegates at conventions, but that is a special case, and it well defined, too.

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1 hour ago, Guest A. West said:

Hi, one of the boards I work with contains non-voting members. These members can participate in discussion, but can not vote unless they are serving as the designee for a voting member who is absent. The board hosted officer elections and the question came up as to whether or not a non-voting member can be elected as the presiding officer (chairman) of the board? This stipulation is not outlined in the board's bylaws or the establishing statute. Any feedback on this is greatly appreciated.

So far as RONR is concerned, a board is free to elect anyone as its chairman, even someone who is not a member of the board at all, so I see no reason why a “non-voting member” or “alternate member” could not be elected, unless the organization’s own rules provide otherwise.

Edited by Josh Martin
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9 hours ago, Josh Martin said:

So far as RONR is concerned, a board is free to elect anyone as its chairman, even someone who is not a member of the board at all, so I see no reason why a “non-voting member” or “alternate member” could not be elected, unless the organization’s own rules provide otherwise.

I agree. I think this post by Mr. Martin sums it up best..  Nothing in RONR requires that a chairman or officer or director be a member of the organization or of the board or committee on which (or for which) he serves.

Edited by Richard Brown
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But...  there are restrictions (as well as permissions) on non-members serving on committees (p. 174: they must be approved) but I can't find any such restrictions or permissions for non-members serving on Boards.  Does the lack of a corresponding rule for Boards mean that non-members may not serve at all, or no that permission is required and anybody can serve?   Seems inconclusive.

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OTOH, the asymmetry (with respect to rules about non-members on Boards and Committees) may be reasonable since Boards are 100% creations of bylaws (and bylaws can say what they please) while committees are, to a large extent, created by procedure -- motions.

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57 minutes ago, jstackpo said:

I can't find any such restrictions or permissions for non-members serving on Boards. 

An office carries with it only the rights necessary for executing the duties of the office, and it does not deprive a member of the society of his rights as a member. If a person holds an office in a society of which he is not a member and the bylaws make that officer an ex-officio member of the board, the nonmember is thereby a full-fledged board member with all the accompanying rights; but this does not make him a member of the society. RONR (11th ed.), p. 448, ll. 3-10

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1 hour ago, jstackpo said:

But...  there are restrictions (as well as permissions) on non-members serving on committees (p. 174: they must be approved) but I can't find any such restrictions or permissions for non-members serving on Boards.  Does the lack of a corresponding rule for Boards mean that non-members may not serve at all, or no that permission is required and anybody can serve?   Seems inconclusive.

The rule in question relates to a situation in which the committee is appointed by the assembly’s chairman, either due to a motion to this effect or due to a rule of the assembly, in which case the appointment of nonmembers of the assembly as members of the committee must be approved by the assembly.

As you note, there are a number of differences between boards and committees. Among other things, members or officers of boards are not generally appointed by the chairman.

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Guest Who's Coming to Dinner

Guest A. West, what do you bylaws say about qualifications of the presiding officer? If they don't say (s)he has to be a member, then you may elect anyone at all. If they do, then your board will have to decide if alternate members fit the definition of "member" in your bylaws.

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