When can an officer debate

[Quest]

A board member is stating that none of the officers should be allowed to speak during a small debate. We currently use RR's for small boards means the discussions are more relaxed. But I do not know if either allow it.

First...after a motion has been made?

Second...during discussion before a consensus and motion are made?

Thank you

Edited April 17, 2020 at 08:21 PM by Quest

[Hieu H. Huynh]

Generally a member has the right to speak in debate.

[Bruce Lages]

If you are referring specifically to a board, the relaxed rules for small boards (not more than about a dozen members present) allow for all members, including the chair, to participate freely in debate. Normally, debate occurs only after a motion has been made, seconded and stated by the chair. But the small board rules also allow for some discussion to take place without a motion on the floor. I'm not sure what you mean by "before a consensus... are made." Can you clarify?

[Quest]

6 minutes ago, Hieu H. Huynh said:

Generally a member has the right to speak in debate.

So it is only the Chair who should refrain? The Secretary or the V-P can debate a matter even though they do not vote?

 

2 minutes ago, Bruce Lages said:

If you are referring specifically to a board, the relaxed rules for small boards (not more than about a dozen members present) allow for all members, including the chair, to participate freely in debate. Normally, debate occurs only after a motion has been made, seconded and stated by the chair. But the small board rules also allow for some discussion to take place without a motion on the floor. I'm not sure what you mean by "before a consensus... are made." Can you clarify?

So someone may raise a matter but not have formulated a motion...more of a suggested action hoping for consensus and a motion? So I was wondering if in such a discussion participation is ok but maybe after a motion and second the officers should abstain?

[Quest]

Just now, Quest said:

So it is only the Chair who should refrain? The Secretary or the V-P can debate a matter even though they do not vote?

 

So someone may raise a matter but not have formulated a motion...more of a suggested action hoping for consensus and a motion? So I was wondering if in such a discussion participation is ok but maybe after a motion and second the officers should abstain?

Can you direct me to the section that allows officers to debate? I found the one about the Chair but not other officers...I am wondering if the term officer is relevant and that the Secretary and VP are just members...up to the point of the vote? Our bylaws do not allow officers to vote.

[Joshua Katz]

29 minutes ago, Quest said:

So it is only the Chair who should refrain? The Secretary or the V-P can debate a matter even though they do not vote?

 

If you have non-voting officers, the answer to your question is unclear. In general, a member is a person with all rights of membership - the right to debate and the right to vote. So it sounds like these officers are not members. Absent rules to the contrary, then, it's not clear to me that they can debate. (Or that they have the right to be present if the members do not want to allow it, for that matter.) But the board can vote to allow them to debate. 

In any case, what exactly do your bylaws say about all this?

[Joshua Katz]

30 minutes ago, Quest said:

Can you direct me to the section that allows officers to debate? I found the one about the Chair but not other officers...I am wondering if the term officer is relevant and that the Secretary and VP are just members...up to the point of the vote? Our bylaws do not allow officers to vote.

No, we can't. There's no rule in RONR (that I know of) saying "officers may debate." In the usual order of things, officers are members, so unless a rule says they can't, they can. If this is a board, all its members are "officers" of the organization, since RONR defines officers to include directors. But in any case, the term "officer" is not relevant, becaue they aren't "just members," they're not obviously members of the board at all. 

[Quest]

1 hour ago, Joshua Katz said:

If you have non-voting officers, the answer to your question is unclear. In general, a member is a person with all rights of membership - the right to debate and the right to vote. So it sounds like these officers are not members. Absent rules to the contrary, then, it's not clear to me that they can debate. (Or that they have the right to be present if the members do not want to allow it, for that matter.) But the board can vote to allow them to debate. 

In any case, what exactly do your bylaws say about all this?

I just re-read our bylaws twice and apparently there is no 'no vote by officers' clause. Apparently that is assumed.

 

Our bylaws say nothing about who can or cannot debate a matter either. 

Edited April 17, 2020 at 10:41 PM by Quest

[Quest]

1 hour ago, Joshua Katz said:

No, we can't. There's no rule in RONR (that I know of) saying "officers may debate." In the usual order of things, officers are members, so unless a rule says they can't, they can. If this is a board, all its members are "officers" of the organization, since RONR defines officers to include directors. But in any case, the term "officer" is not relevant, becaue they aren't "just members," they're not obviously members of the board at all. 

So correctly speaking all 12 are members of the board with three members tasked with a job of chair, secretary/treasurer and Vice president.

Our President, S/T and VP and 9 Directors are elected by the general HOA assembly annually.

[Joshua Katz]

9 minutes ago, Quest said:

I just re-read our bylaws twice and apparently there is no 'no vote by officers' clause. Apparently that is assumed.

 

But they must say somewhere who the members of the board are. And why would it be assumed, if they are members, that they can't vote? The right to vote is fundamental to membership.

 

6 minutes ago, Quest said:

So correctly speaking all 12 are members of the board with three members tasked with a job of chair, secretary/treasurer and Vice president.

Our President, S/T and VP and 9 Directors are elected by the general HOA assembly annually.

What do your bylaws say about who is on the board? Please give us the exact language.

[Atul Kapur]

There is a fair bit of confusion here. Find the exact language in your bylaws that defines the membership of your board. Are the officers (President, Vice-President, and Sec/Treas) listed as being members of the board? Yes, I know you state this just above, but earlier posts make this confusing.

One possible source of confusion may be If the bylaws state that these three officers are members of the board "ex officio". This is often mistaken to mean "non-voting" but they actually have the same rights as any other member of the board.

If they are members of the board, then they have all the rights of members, including the right to debate and the right to vote. As you are using the small board rules, then even the president has the right to participate in debate and vote.

[Quest]

23 minutes ago, Atul Kapur said:

There is a fair bit of confusion here. Find the exact language in your bylaws that defines the membership of your board. Are the officers (President, Vice-President, and Sec/Treas) listed as being members of the board? Yes, I know you state this just above, but earlier posts make this confusing.

One possible source of confusion may be If the bylaws state that these three officers are members of the board "ex officio". This is often mistaken to mean "non-voting" but they actually have the same rights as any other member of the board.

If they are members of the board, then they have all the rights of members, including the right to debate and the right to vote. As you are using the small board rules, then even the president has the right to participate in debate and vote.

 

1.          A Board of Directors consisting of nine (9) directors, the President, Vice-President and Secretary/Treasurer shall be elected as set forth in paragraph 2 Article I. Terms of office for President and Vice-President shall be two (2) years. The term of office of the Secretary/Treasurer shall be one (1) year. Terms of office for the Directors shall be as set prior to the election according to vacancies on the board, terms shall be three (3) years, two (2) years or one (1) year and terms shall be stated on election ballots. In the event a vacancy occurs on the board prior to the annual meeting, the President shall appoint a member to fill the vacancy in concurrence with the majority of the remaining board members within forty-five (45) days.

1.           No two (2) members of one family may be employed as paid personnel by the association during any administration. No two (2) members of one family may serve as Officers or Directors. A family is considered spouses, parents and their children.

 

2.          The business and affairs of the corporation and all corporate authority and powers shall be exercised by or under authority of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation or these by-laws.

 

3.          The President shall preside at all meetings of the members and of the Directors and shall have general charge of, and control over, the affairs of the association, subject to the Board of Directors. The president shall enforce all deed restrictions.

 

4.          The Vice-President shall perform such duties as may be assigned to him/her by the President. In case of death, disability, absence or removal of the President, the Vice-President shall serve as President Pro-Tem until the next annual Election. The President Pro-Tem shall appoint a Vice President with the approval of the Board of Directors.  

[Josh Martin]

28 minutes ago, Quest said:

  A Board of Directors consisting of nine (9) directors, the President, Vice-President and Secretary/Treasurer shall be elected as set forth in paragraph 2 Article I. Terms of office for President and Vice-President shall be two (2) years. The term of office of the Secretary/Treasurer shall be one (1) year. Terms of office for the Directors shall be as set prior to the election according to vacancies on the board, terms shall be three (3) years, two (2) years or one (1) year and terms shall be stated on election ballots. In the event a vacancy occurs on the board prior to the annual meeting, the President shall appoint a member to fill the vacancy in concurrence with the majority of the remaining board members within forty-five (45) days.

Based on all of the facts presented, it appears that the officers of the board are also members of the board. As a result, they are all free to speak in debate at any time that other members can speak in debate. Since this is a small board, even the President is free to speak in debate. If it were a larger assembly, the President would be expected to refrain from speaking in debate, but the other officers could speak in debate.

[Quest]

Just now, Josh Martin said:

Based on all of the facts presented, it appears that the officers of the board are also members of the board. As a result, they are all free to speak in debate at any time that other members can speak in debate. Since this is a small board, even the President is free to speak in debate. If it were a larger assembly, the President would be expected to refrain from speaking in debate, but the other officers could speak in debate.

Thank you for your time

[Quest]

Thank you all...I really appreciate all guidance.

 

[Joshua Katz]

5 hours ago, Josh Martin said:

Based on all of the facts presented, it appears that the officers of the board are also members of the board. As a result, they are all free to speak in debate at any time that other members can speak in debate. Since this is a small board, even the President is free to speak in debate. If it were a larger assembly, the President would be expected to refrain from speaking in debate, but the other officers could speak in debate.

I agree, and just to be clear, it would appear to me (with the warning that I have not reviewed the full bylaws) that, since they are members of the board, they may also vote.

[Gary Novosielski]

On 4/17/2020 at 4:20 PM, Quest said:

A board member is stating that none of the officers should be allowed to speak during a small debate. We currently use RR's for small boards means the discussions are more relaxed. But I do not know if either allow it.

First...after a motion has been made?

Second...during discussion before a consensus and motion are made?

Thank you

Although small board rules do permit some discussion of a topic before a motion is made, the bulk of debate, as well as possible amendments and other actions including the vote, occur after the motion is made. 

Officers, including the presiding officer, presuming they are members of the board (which would seem likely, as they are in attendance), are permitted to speak in debate and to vote, unless you have some very unusual bylaws.

Edited April 19, 2020 at 04:55 PM by Gary Novosielski

[Quest]

On 4/19/2020 at 11:53 AM, Gary Novosielski said:

Although small board rules do permit some discussion of a topic before a motion is made, the bulk of debate, as well as possible amendments and other actions including the vote, occur after the motion is made. 

Officers, including the presiding officer, presuming they are members of the board (which would seem likely, as they are in attendance), are permitted to speak in debate and to vote, unless you have some very unusual bylaws.

Thank you....I believe the misconception came from certain directors seeing themselves as 'the board' and the officers as just presiding officers. I now understand that distinction does not exist in our documents. Sadly two members who hold this point of view are attempting to control the meetings by holding private meetings as if we are the enemy. The more I understand the better able we are to hopefully correct that.

[Atul Kapur]

There is nothing unparliamentary about some of the directors meeting privately to discuss and strategize in preparation for a board meeting.

Some consider that this is not good governance and a sign of an unhealthy board culture, but there is no prohibition on it in RONR and it is outside the purview of this forum.

You called it a "private meeting." As long as they are not pretending that it is a proper meeting of the board and trying to conduct board business, there is nothing wrong with that from an RONR point of view.

 

[Gary Novosielski]

On 4/17/2020 at 4:42 PM, Quest said:

So it is only the Chair who should refrain? The Secretary or the V-P can debate a matter even though they do not vote?

 

So someone may raise a matter but not have formulated a motion...more of a suggested action hoping for consensus and a motion? So I was wondering if in such a discussion participation is ok but maybe after a motion and second the officers should abstain?

RONR does not have anything nice to say about so-called "consensus" decision-making. So "hoping for consensus" is not a part of proper procedure if the rules in RONR apply.

Officers can participate fully if they are members of the body that is meeting.  Why do the Secretary and VP not vote? Is there something in your bylaws that prevents their voting?