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Our Confusing Bylaws - Can Ex Officio Vote on Board?


Guest Arianna
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Dear Group,

Our relatively small social club is a non-profit and we know that our bylaws come before RONR and we do state that fact in our bylaws. Yet we have two groups on the board who are now each interpreting the bylaws differently. Since our bylaws are 5 years old we now know that we have to make this matter clearer utilizing our process to change the bylaws. But for now, a group of relatively new members on the board are stating that the ex officio (last year's president) has a Board vote and that what has been the standard operating procedure for years of the ex officio not voting as a Board member has been incorrect. I'll post both short portions of the pertinent bylaws (labeling them each A and B and they are in order of appearance) and if anyone can provide advice, suggestions, or especially an interpretations it would be most appreciated. Also, the president is only allowed a 1 year term and cannot hold the office of the presidency again.

Section A.

"The governing body of this organization shall be the Board of Directors which is composed of elected officers and appointed standing committee chairs." {emphasis mine]

Section B

"The immediate past president shall be an ex officio member of the Board and shall also serve as Parliamentarian and Advisor to the Board."

So one group is stating that the Board is clearly defined as ONLY elected officials and appointed committee chairs, and that therefore there is no right to a Board vote by the individual holding the ex officio position.. The other group is looking at the FAQ of RONR where it states, " Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote." That group is taking the "right to vote" to mean as a Board member and not as meaning along with the general membership.

This is a mess now and will surely devolve into personal attacks in short order. The group stating that there is no right to a Board vote from the ex officio states it does not care if they were to vote, but ask the membership and work to change the bylaws as they are only holding true to the bylaws by stating that the right does not exist. The other group has accused them of violating the bylaws by not allowing them to vote as the right already exists and they claim the Robert's Rules of Order says it exists...UGH!...So again, any assistance is appreciated.

Arianna

 

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18 minutes ago, Guest Arianna said:

Dear Group,

Our relatively small social club is a non-profit and we know that our bylaws come before RONR and we do state that fact in our bylaws. Yet we have two groups on the board who are now each interpreting the bylaws differently. Since our bylaws are 5 years old we now know that we have to make this matter clearer utilizing our process to change the bylaws. But for now, a group of relatively new members on the board are stating that the ex officio (last year's president) has a Board vote and that what has been the standard operating procedure for years of the ex officio not voting as a Board member has been incorrect. I'll post both short portions of the pertinent bylaws (labeling them each A and B and they are in order of appearance) and if anyone can provide advice, suggestions, or especially an interpretations it would be most appreciated. Also, the president is only allowed a 1 year term and cannot hold the office of the presidency again.

Section A.

"The governing body of this organization shall be the Board of Directors which is composed of elected officers and appointed standing committee chairs." {emphasis mine]

Section B

"The immediate past president shall be an ex officio member of the Board and shall also serve as Parliamentarian and Advisor to the Board."

So one group is stating that the Board is clearly defined as ONLY elected officials and appointed committee chairs, and that therefore there is no right to a Board vote by the individual holding the ex officio position.. The other group is looking at the FAQ of RONR where it states, " Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote." That group is taking the "right to vote" to mean as a Board member and not as meaning along with the general membership.

This is a mess now and will surely devolve into personal attacks in short order. The group stating that there is no right to a Board vote from the ex officio states it does not care if they were to vote, but ask the membership and work to change the bylaws as they are only holding true to the bylaws by stating that the right does not exist. The other group has accused them of violating the bylaws by not allowing them to vote as the right already exists and they claim the Robert's Rules of Order says it exists...UGH!...So again, any assistance is appreciated.

For starters, it is absolutely correct that, so far as RONR is concerned, an ex officio member of the board has the same rights as other members of the board, including the right to vote at meetings of the board.

So the only question here is whether the language in the bylaws provides otherwise. I am inclined to think it does not. As a general principle, a specific rule takes precedence over a general one. In my view, the rule stating that the IPP is a member of the board is the more specific rule. In the long run, the bylaws should be amended for clarity.

Since the bylaws also provide that the IPP shall serve as the Parliamentarian, however, I should note that RONR states that a member parliamentarian should not vote (except when the vote is taken by ballot), although he ultimately has the right to do so. This is to maintain the parliamentarian’s appearance of impartiality, and would also apply to meetings of the membership.

Finally, I would suggest simply eliminating the IPP from the bylaws, since this inevitably leads to problems. Suppose, for instance, that a President is removed from office for misconduct, and you are now stuck with that person on your board.

Even if you keep the IPP on the board, I would at least suggest removing the rule which provides that the IPP serves as Parliamentarian. The chairman should be free to appoint a parliamentarian of his choice, since the parliamentarian’s role is to advise the chairman.

Edited by Josh Martin
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I agree with Mr. Martin that the immediate past president is a member of the board with the right to vote, according to RONR, and that your bylaws do not contradict this.

3 hours ago, Guest Arianna said:

"Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote." That group is taking the "right to vote" to mean as a Board member and not as meaning along with the general membership.

That group is correct.

I would read the word 'members' to mean this: "...ex-officio members of boards and committees have exactly the same rights and privileges as do all other members of that board or committee, including, of course, the right to vote."

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Thank you for your replies, Gentlemen. I believe a committee will be formed to look into bringing our bylaws up to speed.

As predicted, this is getting ugly and I suspect it's because a few board members do not like the fact that the new president won the election. I've heard that an "emergency board meeting" is being called for either Friday or Monday AND the president has not been informed. I saw a RONR for Kids site that stated that if the bylaws do not have provisions outside of the regular monthly and once yearly meeting that this cannot be done??? Proper bylaws would have prevented this from starting; at least in this fashion. If a bylaws committee is formed I will be suggesting specifics for disciplinary hearings as to conduct that are unambiguous. I belong to another local organization that has exercised the stated procedure to remove a real problem individual a few years ago. The bylaws for that group are pretty extensive and well written. That why when I looked at the ones for this social club when I joined, I wondered what would happen if a problem arose. Now we know.

Thank you for your time

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1 hour ago, Guest Arianna said:

I've heard that an "emergency board meeting" is being called for either Friday or Monday AND the president has not been informed.

Quote

In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified --...

RONR 11th edition p. 486:33-35

If any board member has not been notified then any decision at that meeting is null and void.

1 hour ago, Guest Arianna said:

I saw a RONR for Kids site that stated that if the bylaws do not have provisions outside of the regular monthly and once yearly meeting that this cannot be done???

Quote

Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661).

RONR 11th edition p. 92:9-13

If the bylaws have no provision for special meetings, such as who may issue the call, what requirements must be fulfilled in order to issue the call, then special meetings are not allowed.

2 hours ago, Guest Arianna said:

Proper bylaws would have prevented this from starting; at least in this fashion.

 Possibly true. However, the members, or at least a majority of the members, must be convinced of the meaning of the text in the bylaws.

2 hours ago, Guest Arianna said:

If a bylaws committee is formed I will be suggesting specifics for disciplinary hearings as to conduct that are unambiguous.

I would counsel you against this move and to rely on what RONR says about this subject. If you define specific acts then by way of interpretation the acts that are not defined cannot be punished. I would tend to leave it to the judgment of the society as to what constitutes an infraction and what punishment, if any, is meted out. These value judgments vary among different societies and among different cultural environments or countries.

2 hours ago, Guest Arianna said:

The bylaws for that group are pretty extensive and well written.

Perhaps. However, I would suggest that you think long and hard about what you propose to copy. You can always come to this forum and ask if anyone has had experience with so-and-so rules before you take a leap, so to speak.

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Thank you, Zev. I was told the meeting was held today. I do not know the results yet. What I do know is that a certain group is essentially involved in a coup. It will take until the next general meeting to point all this out and address it on legitimate grounds.

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Guest Ariana, what, if anything, do your bylaws say about special meetings of the board?

As has already been pointed out, your board is not even permitted to have special meetings unless they are authorized in the by-laws. Also, calling it an emergency meeting doesn't change anything. An emergency meeting is just a special meeting supposedly held on a hurry up basis or because of some urgent situation. It is still a special meeting and is not authorized unless provided for in the bylaws.

 I would also caution you against getting too carried away with bylaw amendments at this time. Your membership will probably quite willingly go along with a minor change to clarify whether or not the immediate past president is a voting member of the board. But if you try to add a bunch of provisions on disciplinary procedures, the whole process may get bogged down, cause controversy, and ultimately fail. As guest Zev said, the disciplinary proceedings in chapter XX of RONR are probably adequate for dealing with any disciplinary problems that arise. If you are going to amend your bylaws to add disciplinary procedures, you need to be very careful and give it a lot of thought or you will create unintended consequences.

One final suggestion that might help the situation with the immediate past president until you can amend the bylaws:  a member can make a point of order that the immediate past president is (or is not) a member of the board and the he is (or is not) entitled to notice of board meetings and to vote at board meetings. The president will rule on the point of order. His ruling can be appealed to the assembly. It takes a majority vote to overturn the ruling of the chair. The decision of the assembly is final, at least until such time as the bylaws are amended or the issue is considered again.

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