Voting rights for appointed positions

[Guest Guest John]

The canoe club I belong to has the membership elect officers and directors. The president, with board approval, appoints people to three key positions--web master; training coordinator; and newsletter editor. What is the general agreed upon practice as to whether these three positions have voting rights on the board, the same as the elected directors?

[JustinPappano]

This answer would be defined in your bylaws; it is unclear whether the three positions you have mentioned are part of the Board of Directors or are just appointees by the president to carry out specific duties. 

No matter the composition of your Board and who can and cannot vote should be outlined in your bylaws, and without specific text from them, I cannot say if these positions have voting rights or other rights. 

 

 

[Josh Martin]

1 hour ago, Guest Guest John said:

The canoe club I belong to has the membership elect officers and directors. The president, with board approval, appoints people to three key positions--web master; training coordinator; and newsletter editor. What is the general agreed upon practice as to whether these three positions have voting rights on the board, the same as the elected directors?

The practice is that if these persons are members of the board, they have voting rights on the board. If they're not, they don't.

51 minutes ago, JustinPappano said:

This answer would be defined in your bylaws; it is unclear whether the three positions you have mentioned are part of the Board of Directors or are just appointees by the president to carry out specific duties. 

No matter the composition of your Board and who can and cannot vote should be outlined in your bylaws, and without specific text from them, I cannot say if these positions have voting rights or other rights. 

Certainly the composition of the board must be explicitly stated in the bylaws. It is assumed, however, that members have the right to vote unless otherwise stated, since voting is a basic right of membership. So the bylaws would not necessarily need to state "who can and cannot vote."

I rather doubt that the bylaws specifically say that these persons can't vote, because then there would be no need to ask this question.

Edited July 1, 2020 at 02:36 AM by Josh Martin

[Guest Guest John]

The bylaws are in the process of being revised. There are strong feelings both ways as to if these positions should have a vote as part of the board of directors.

I was hoping  there would be some precedence to indicate which is the proper/preferred way this question is handled.

[Guest Guest John]

I missed seeing your comment Josh. Since our Officers and directors are elected by the membership would that mean that the appointed positions I mentioned would not be board members since they were not elected? If an elected office or director  becomes vacant, the board can appoint a replacement to fill the remainder of the term.

[Benjamin Geiger]

31 minutes ago, Guest Guest John said:

Since our Officers and directors are elected by the membership would that mean that the appointed positions I mentioned would not be board members since they were not elected?

That depends entirely on what your bylaws say. As you're revising your bylaws, you can choose either answer, and the question of whether they should have a vote is a completely different one.

[Josh Martin]

39 minutes ago, Guest Guest John said:

Since our Officers and directors are elected by the membership would that mean that the appointed positions I mentioned would not be board members since they were not elected?

The fact that your officers and directors "are elected by the membership" while these persons are appointed by the "president, with board approval," in and of itself, means nothing whatsoever in regard to whether any of these persons are members of the board.

The persons who the bylaws say are members of the board are members of the board.

"If a society is to have an executive board, the bylaws should specify the number of board members and how they are to be determined, should define the board's duties and powers, and should make provision for meetings of the board as stated above." (RONR, 11th ed., pg. 482)

So, what do your bylaws say regarding the membership of the board? Please provide an exact quote.

Edited July 1, 2020 at 02:57 PM by Josh Martin

[Guest Guest John]

I am attaching sections of both the current bylaws and the proposed bylaws. In the proposed version we eliminated both section 2 & 3 about Ex-Officio members and voting rights.

Proposed Bylaws 2020

 

Section 2. Number, Tenure, and Qualifications. The number of Directors of the Corporation will be not less than ten and not more than fifteen. Directors must be members of the Corporation. All Officers elected by the members of the Corporation are also Directors. All Officers selected by the Board of Directors to fill a vacancy are also Directors. Assistant Officers are not Directors. The term of office for Directors at large is two years. The terms are staggered such that only half are elected in any one year. Directors may serve two consecutive terms.

 

Section 1. President. The President is the principle executive Officer and in general supervises all business and affairs of the Corporation. The President presides at all meetings of the members and the Board of Directors. The President may sign, with the Secretary or any other Officer, any instruments which the Board of Directors has authorized. The President has the authority to appoint positions as the President deems necessary for the proper operation of the Corporation who serve at the discretion of the President.

 

Current  Bylaws

 

Section 2. Number, tenure and

Qualifications. The number of directors

shall be nine (9), in addition to the

Officers. Directors shall be elected and

appointed by the membership. Directors

need not be residents of the State of

Illinois. An officer of the club may be

a director. Initially, the terms of three

directors shall be for three (3) years each

and four (4) directors shall initially have

a term of two (2) years each. Thereafter,

each director shall hold office for a term

of two (2) years or until his successor is

appointed and qualified. A director shall

be a member of the club. All elected

Officers shall be members of the Board.

 

 

Section 1. Appointees. The Chair

shall have the authority to appoint a

Training Coordinator(s), Webmaster(s),

Newsletter Editor(s) and other such

individuals, as from time-to-time the

Chair deems necessary for the good and

proper operation of the Corporation. The

Appointees shall serve at the discretion of

the Chair, and shall perform such duties and

responsibilities as directed by the Chair.

[Amended 10/05]

Section 2. Ex Officio Members of the

Board. The Training Coordinator(s),

Webmaster(s), and Newsletter Editor(s)

shall be ex-officio Board members.

[Amended 10/05]

Section 3. Voting by Ex-Officio Board

Members. Ex-officio Board members shall

have authority to cast a full vote (as a team

when there are co-chairs) at Board meetings.

[JustinPappano]

1 hour ago, Guest Guest John said:

Amended 10/05]

Section 3. Voting by Ex-Officio Board

Members. Ex-officio Board members shall

have authority to cast a full vote (as a team

when there are co-chairs) at Board meetings.

This section leads me to believe that the Chair's appointees do have the right to vote and are members of the Board with all the privileges of any other member.
 

To my knowledge, the mention that they shall, "cast a full vote (as a team when there are co-chairs)..." is incongruent with RONR, as each member has one vote not some sort of team making one member (half a vote each?) in those situations, it is up to the organization to interpret their bylaws.

[Atul Kapur]

2 hours ago, Guest Guest John said:

I was hoping  there would be some precedence to indicate which is the proper/preferred way this question is handled

In the hope that this may help: The underlying assumption in RONR is that a member of a body has all the rights of membership in that body, no matter how they became a member of that body. So, for example, an ex-officio member of the board has all the same rights as any other member of the board, including the right to vote.

[Atul Kapur]

1 hour ago, Guest Guest John said:

Directors may serve two consecutive terms.

And then what? Is this a lifetime limit? Are they able to run again for a position one year later? Do they have to wait 2 years?

Note that I'm not asking these questions to be mean or to poke fun. They are things that you should consider before you adopt these finally.

1 hour ago, Guest Guest John said:

President is the principle executive Officer

Does this mean the others are unprincipled? Or did you mean to say that the president is the principal executive officer?

1 hour ago, Guest Guest John said:

The President has the authority to appoint positions

Based on the excerpt here, I would not consider any of the people filling these positions as being officers or directors.

[Josh Martin]

1 hour ago, Guest Guest John said:

I am attaching sections of both the current bylaws and the proposed bylaws. In the proposed version we eliminated both section 2 & 3 about Ex-Officio members and voting rights.

Thank you. Based on these additional facts, it appears that the individuals in question are members of the board (and have the right to vote) under the current bylaws, however, they would not be members of the board (and would not have the right to vote) under the proposed bylaws.

I don't think there is any ambiguity on this point in either case, at least based upon the facts provided. The current bylaws clearly state that "The Training Coordinator(s), Webmaster(s), and Newsletter Editor(s) shall be ex-officio Board members." and that "Ex-officio Board members shall have authority to cast a full vote (as a team when there are co-chairs) at Board meetings." 

The proposed bylaws, on the other hand, do not appear to include any provision which makes the "Training Coordinator(s), Webmaster(s), and Newsletter Editor(s)" members of the board, therefore, they are not members of the board (if the proposed bylaws are adopted).

As to the question of whether these individuals should be members of the board, that is a question the society will have to decide for itself.

22 minutes ago, JustinPappano said:

To my knowledge, the mention that they shall, "cast a full vote (as a team when there are co-chairs)..." is incongruent with RONR, as each member has one vote not some sort of team making one member (half a vote each?) in those situations, it is up to the organization to interpret their bylaws.

Thankfully, that appears to be one of the provisions they're getting rid of.

Edited July 1, 2020 at 05:19 PM by Josh Martin

[Guest Guest John]

Thank all of you for the responses. It has been helpful.

 

 

I am attaching sections of both the current bylaws and the proposed bylaws. In the proposed version we eliminated both section 2 & 3 about Ex-Officio members and voting rights.

Proposed Bylaws 2020

 

Section 2. Number, Tenure, and Qualifications. The number of Directors of the Corporation will be not less than ten and not more than fifteen. Directors must be members of the Corporation. All Officers elected by the members of the Corporation are also Directors. All Officers selected by the Board of Directors to fill a vacancy are also Directors. Assistant Officers are not Directors. The term of office for Directors at large is two years. The terms are staggered such that only half are elected in any one year. Directors may serve two consecutive terms.

 

Section 1. President. The President is the principle executive Officer and in general supervises all business and affairs of the Corporation. The President presides at all meetings of the members and the Board of Directors. The President may sign, with the Secretary or any other Officer, any instruments which the Board of Directors has authorized. The President has the authority to appoint positions as the President deems necessary for the proper operation of the Corporation who serve at the discretion of the President.

 

Current  Bylaws

 

Section 2. Number, tenure and

Qualifications. The number of directors

shall be nine (9), in addition to the

Officers. Directors shall be elected and

appointed by the membership. Directors

need not be residents of the State of

Illinois. An officer of the club may be

a director. Initially, the terms of three

directors shall be for three (3) years each

and four (4) directors shall initially have

a term of two (2) years each. Thereafter,

each director shall hold office for a term

of two (2) years or until his successor is

appointed and qualified. A director shall

be a member of the club. All elected

Officers shall be members of the Board.

 

 

Section 1. Appointees. The Chair

shall have the authority to appoint a

Training Coordinator(s), Webmaster(s),

Newsletter Editor(s) and other such

individuals, as from time-to-time the

Chair deems necessary for the good and

proper operation of the Corporation. The

Appointees shall serve at the discretion of

the Chair, and shall perform such duties and

responsibilities as directed by the Chair.

[Amended 10/05]

Section 2. Ex Officio Members of the

Board. The Training Coordinator(s),

Webmaster(s), and Newsletter Editor(s)

shall be ex-officio Board members.

[Amended 10/05]

Section 3. Voting by Ex-Officio Board

Members. Ex-officio Board members shall

have authority to cast a full vote (as a team

when there are co-chairs) at Board meetings.