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Chair Restricting Members from Deciding Who Can Speak on the Member’s Behalf


Guest Moira

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At a recent AGM of a National Sport Organization (NSO) where Provincial Sport Organizations (PSO) are voting members, the NSO Board Chair declared that only the individual voting on behalf of the PSO was allowed to speak at the AGM.  This interpretation by the NSO Board Chair was announced at the start of the AGM with no advance notification, and this interpretation is not consistent with how past AGMs were conducted where PSO directors and staff were allowed to speak. The NSO bylaws are silent on this point. There is no provision in the NSO bylaws which gives the board chair the authority to decide who can and cannot speak on behalf of a member and the bylaws don’t state that members are only allowed to be represented by one individual.

The bylaws do state the following: 

22. Any matter of order or procedure respecting meetings of the Corporation for which express provision has not been made in the Bylaws, or for which only partial provision has been made, shall be determined, whenever possible, in accordance with the latest edition of Roberts Rules of Order.

According to Roberts Rules of Order, can a board chair decide who is permitted to speak on behalf of its members and can they also limit the number of representatives allowed to speak at an AGM? For clarification, the board chair is not a member of the Provincial Sport Organizations. Shouldn’t the members of the NSO (PSOs) be able to decide who is authorized to speak on behalf of the PSO?

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Rob Elsman: The voting members of the National Sport Organization are the individual provincial and territorial sport organizations and in the past those organizations have been represented by the PSO President and PSO Executive Director. Other PSO directors and staff have also attended AGMs and have been allowed to speak, but it is usually the PSO President that votes on behalf of that organization’s membership. If a voting member is an organization (not an individual), do RONR (12th ed.) state that organizations are only allowed to represented by one representative at an AGM?

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Rob Elsman: If the voting member is an organization and not an individual, do RONR (12th ed.) state that organizations can only be represented by one representative and no one else can speak on behalf of that member? In the past, the PSO Presidents have typically voted on behalf of their membership, but PSO Executive Directors have also attended AGMs and were allowed to speak and ask questions, along with other guests such as other PSO Directors or staff.

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RONR does not envisage corporate or organizational membership in an assembly. In that situation, it has conventions where the organization is represented by delegates, who are specified.

RONR only recognizes members who have all the rights of membership, including voting and speaking. So the presiding officer could be said to be reasonably following RONR by deciding that only the person who has authorization to vote for the organizational member is the person who has authority to speak for it as well.

Many national organizations that I work with specify in their bylaws who gets to speak for the provincial/territorial members and who gets to cast its vote(s). Now that this gap has been identified in your bylaws, it is worth resolving.

Edited by Atul Kapur
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On 9/25/2021 at 9:11 PM, Guest Moira said:

Rob Elsman: The voting members of the National Sport Organization are the individual provincial and territorial sport organizations and in the past those organizations have been represented by the PSO President and PSO Executive Director. Other PSO directors and staff have also attended AGMs and have been allowed to speak, but it is usually the PSO President that votes on behalf of that organization’s membership. If a voting member is an organization (not an individual), do RONR (12th ed.) state that organizations are only allowed to represented by one representative at an AGM?

RONR does not, but apparently the NSO does, by virtue of appointing only one person to represent the member organization.

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