Is it advisable to have a Bylaws chair who also sits as a member of a board?

[Guest exec.director@ppoc.ca]

I am involved with the board of a relatively small not-for-profit organization.  Our board consists of 7 members, one representing each Region of the country in which we operate.  In addition to representing their Region, each board member is expected to hold one additional portfolio, such as Treasurer, membership chair, communications, etc.   Our organization has always had a Bylaws chair, however, until two years ago, that position has been held by a non-board member.  Two years ago the member holding the Bylaws portfolio happened to join our national board as the representative of her Region.  She chose to retain the bylaws portfolio.  Initially when she joined, the board felt it was a good thing to have the Bylaws portfolio held by a board member, however, it became clear over her two-year board term that she chose to interpret the bylaws in whatever manner would best support whichever side of an argument she was on (she happens to also be a lawyer).  Her interpretations were at times suspect, and manipulated to suit her purposes.  In multiple instances, her interpretations (and hence direction to other members of the board) were proven to be flat out incorrect.  She is now leaving the board and is insistant that the Bylaws portfolio should remain in the hands of another member of the board (whom she has cherry-picked).  A number of board members feel it should be returned to a non-board portfolio to ensure impartiality.  Does Roberts Rules have any position on this?  If the bylaws portfolio does remain in the hands of a member of the board, should there be any expectation that the board member  would not vote in regular board business, unless by ballot, in order to maintain anonymity?  Our bylaws do not list Bylaws Chair to be a position required to be held by a board member, and in fact, we do have a standing rule that states that members of the board should not hold portfolios not deemed to be "board portfolios".

[Atul Kapur]

RONR has no restrictions on who may or may not be on or chair a bylaws committee. Your bylaws may provide an answer.

[Richard Brown]

1 hour ago, Guest exec.director@ppoc.ca said:

Does Roberts Rules have any position on this?

No.  As Dr. Kapur stated above, RONR has no provisions on who should be on boards or bylaws committees.  Those are judgment calls for each organization to make for itself.

The only members who RONR says should maintain some degree of impartiality and limitation on debate and voting are the presiding officer and a member who serves as parliamentarian.