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Board members voting in committees


Guest Carolyn Dusenbury

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Guest Carolyn Dusenbury

Our President, President-Elect and Vice President serve as an Executive Committee and are each liaison members to 2 or 3 committees. Committee chairs attend Board meetings but do not vote. The Executive Committee liaisons attend most or all of their assigned committee meetings. Sadly, our Bylaws do not address the question of whether or not they can vote as committee members. Our custom is that they should not exert undue influence on committee deliberations or vote. However, one of these women has stated that she intends to vote and be very active in what motions come out of the committee to the Board. I am having trouble finding an opinion in my Robert's rules. Any advice would be much appreciated. Thank you!

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What, EXACTLY, do your bylaws say about these officers serving on committees, whether as liaisons or in whatever capacity?  We need to know exactly what your bylaws say about these officers serving on committees in order to answer your question.   Please quote the pertinent provisions exactly, don't paraphrase.  You may, of course, omit or disguise any references to the name of the organization.

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Guest Carolyn Dusenbury
On 8/30/2020 at 1:00 PM, Richard Brown said:

What, EXACTLY, do your bylaws say about these officers serving on committees, whether as liaisons or in whatever capacity?  We need to know exactly what your bylaws say about these officers serving on committees in order to answer your question.   Please quote the pertinent provisions exactly, don't paraphrase.  You may, of course, omit or disguise any references to the name of the organization.  

A.      act as liaison to the Giving Committee and Administration Committee. 

Hello -- thanks for your response. Here is the Bylaws section on the Board. Specific duties are in a separate chapter " Board Job Descriptions"

in our handbook.

ARTICLE VII : Board of Directors

Section 1.  Composition.

a.          The elected officers, Director/Delegates and Director/alternate Delegates shall constitute the Board of Directors.

b.         The Parliamentarian is appointed by the President; attends the Board and business meetings in an advisory capacity, is not counted in determining a quorum, cannot make or second motions, and does not vote.

Section 2.  Duties.

  1. The Board of Directors shall:

  2. have administrative control over the affairs, funds, and property of the club. The Board cannot void or overrule actions approved by the membership.

  3. authorize payments from club funds within the general (internal) fund budget

  4. be authorized to approve requests up to $250 from the General Fund without the vote of the membership.

  5. act on invitations to membership, requests for change in membership status, resignations and terminations

  6. submit recommendations to the club regarding policies and expenditures;

  7. act on disciplinary matters:

Section 3.Failure to perform duties.

a.       Failure of an officer or committee coordinator to perform required duties shall be cause for removal from the position.  The Board shall notify the member of the specific failure, and request appearance before the Board at a specified time and place.

b.      After appearance and reply, or in the event of failure to appear, the Board may declare the position vacant and nominate or appoint a successor

Section 4. Attendance. Board members are expected to attend all Board meetings.  If unable to attend, they must notify the President.  If more than three Board meetings are missed, the Board may ask for the member's resignation from the Board.

Section 5. Board Meetings.

Regular meetings of the Board are held monthly.  The President shall determine the date, time, and place of the meetings.

Section 5. Special Board Meetings.

Special meetings are called by the President, or upon the written request of at least three members of the Board.  At least 48 hours’ notice is required.  The business transacted at any special meeting shall be limited the issues described in the notice.

Section 6.    When a Board decision is required before a meeting can be convened, the President can issue an email ballot.

Section 7.  Quorum.

a.       A majority of the Board of Directors shall constitute a quorum for Board        meetings.

b.      If a quorum is not present, the Board will defer action to the next business meeting. Motions with no recommendation from the Board are considered New Business and require a second.

Section 8. Proxy voting is not permitted at Board meetings.

Board Job Description

I.     The President is the chief officer of the Club, and shall: 

A.      H. act as liaison to the Giving Committee and Administration Committee. 

 

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On 8/30/2020 at 2:49 PM, Guest Carolyn Dusenbury said:

Our President, President-Elect and Vice President serve as an Executive Committee and are each liaison members to 2 or 3 committees. Committee chairs attend Board meetings but do not vote. The Executive Committee liaisons attend most or all of their assigned committee meetings. Sadly, our Bylaws do not address the question of whether or not they can vote as committee members. Our custom is that they should not exert undue influence on committee deliberations or vote. However, one of these women has stated that she intends to vote and be very active in what motions come out of the committee to the Board. I am having trouble finding an opinion in my Robert's rules. Any advice would be much appreciated. Thank you!

 

30 minutes ago, Guest Carolyn Dusenbury said:

Board Job Description

I.     The President is the chief officer of the Club, and shall: 

A.      H. act as liaison to the Giving Committee and Administration Committee. 

Are the other liaison roles defined in a similar manner as this one?

If so, it would seem to me that the liaisons are not, in fact, members of the committee by virtue of this provision, since the rule does not in fact say that the officer is a member of the committee. As a result, these persons certainly cannot vote at committee meetings. They also have no other rights in connection with committee meetings, so they will only be able to participate as actively as the committee chooses to permit.

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1 hour ago, Josh Martin said:

 

Are the other liaison roles defined in a similar manner as this one?

If so, it would seem to me that the liaisons are not, in fact, members of the committee by virtue of this provision, since the rule does not in fact say that the officer is a member of the committee. As a result, these persons certainly cannot vote at committee meetings. They also have no other rights in connection with committee meetings, so they will only be able to participate as actively as the committee chooses to permit.

Based on the bylaw provisions which guest Carolyn posted in response to my questions, I agree with Mr. Martin’s conclusion.

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