Making sure I am on the right track

[Darlene]

Hi All, I have just been elected President in a club.  Not my first time in this type position but I am reading through the bylaws, and usually feel pretty confident in bylaws knowledge.  Just want to verify before I say anything.  Please see the section below...

For President - Attend and be a non-voting member of the Executive Board.   Is it normal to have the use of non-voting?  Doesn't stipulate in case of tie either

 

Throughout the bylaws I see the word shall a lot.  If I recall in many debates - Shall means it must happen versus may, it may happen.

I appreciate your insight and time.

[Gary Novosielski]

Yes, that's correct.  And I agree it's most unusual for a president to be a non-voting "member" of the board.  But it, as the kids say, is what it is.

I hope that somewhere it provides that you preside at the board meetings.

Edited April 14, 2023 at 12:38 AM by Gary Novosielski

[rynait]

On 4/13/2023 at 6:21 PM, Darlene said:

Doesn't stipulate in case of tie either

simple majority is half plus one.    a tie is half, whatever was voted and tied, then is dead.  

But in your case; president do not cast vote, thus I interpret, possible master of ceremony or performance narrator.

I am not parliamentarian.  personal perspective.

Edited April 14, 2023 at 01:37 AM by rynait

[Guest Darlene]

It does say presides over meetings.  I just never seen a president as non- voting before.  If there is a tie, I can’t break it the way it’s stated.  

[Atul Kapur]

On 4/13/2023 at 10:18 PM, Guest Darlene said:

If there is a tie, I can’t break it the way it’s stated.  

A tie does not need to be broken because is not an uncertain result - a tie vote means that the motion is defeated.

If you had the right to vote, then RONR says that you normally don't vote anyways, unless your vote would affect the result. That means that

• If there was a tie, you could vote in favour, changing the result from defeat of the motion to its adoption
• If there was one more vote in favour than opposed, you could vote opposed and create a tie, changing the result from adoption of the motion to defeat

[Richard Brown]

I agree with the responses by Mr. Novosielski and Dr. Kapur, but will add that when it comes to board meetings, if it is a board of no more than about a dozen members, then pursuant to the small board rules in RONR, the president participates just like all the other members and can make motions, participate in debate and vote. However, since your bylaws say the president is a nonvoting member of the board, you will not be able to vote at board meetings. Unless your bylaws provide otherwise, you should be able to vote at general membership meetings, at least whenever your Vote would affect the outcome as provided in RONR and as Dr. Kapur explained. Do the bylaws say anything about you voting at General membership meetings?

[Guest Darlene]

So first thank you to the insights.  So this is interesting. I am reading the constitution and this to me feels likes it’s in conflict with the wording of the bylaws. 
 

C. The elected officers, with the exception of the President, are voting members of the
Executive Board.
D. The President shall vote in case of a tie

[puzzling]

On 4/14/2023 at 4:50 AM, Guest Darlene said:

So first thank you to the insights.  So this is interesting. I am reading the constitution and this to me feels likes it’s in conflict with the wording of the bylaws. 
 

C. The elected officers, with the exception of the President, are voting members of the
Executive Board.
D. The President shall vote in case of a tie

Following  the rules of RONR 56.68 especially 3) it looks like that the president has to vote if there is a tie. (D being more specific than C so overruling it)

[Darlene]

So the bylaws say President is non voting.  The wording above is from the constitution.  Since they do not align, would that not need to be updated?

[puzzling]

On 4/14/2023 at 11:58 AM, Darlene said:

So the bylaws say President is non voting.  The wording above is from the constitution.  Since they do not align, would that not need to be updated?

The constitution overrules the bylaws anyway but you are correct they do not align.

It would be nice if all the rules would be in one document and not spread out in different documents as in your situation.  So I would suggest to change the bylaws that it doesn't say anything or simply refers to the constitution. (The otherwise around would mean amending both documents, might be preferable)

But is not an urgent matter, maybe just add it to the list of "matters where the constitution difers from the bylaws" and wait till there are more pressing reasons to change the bylaws or both documents.

(Although I also think the publication of an new edition of RONR is a good reason to update the bylaws in general , so maybe you are two years overdue)

[Darlene]

Thank you...I think it will be on my checklist of things to accomplish.

[Richard Brown]

On 4/14/2023 at 5:58 AM, Darlene said:

So the bylaws say President is non voting.  The wording above is from the constitution.  Since they do not align, would that not need to be updated?

In the event of a conflict between the constitution and bylaws, where the organization has both, the provisions of the constitution control.

[Josh Martin]

On 4/13/2023 at 7:21 PM, Darlene said:

Attend and be a non-voting member of the Executive Board.   Is it normal to have the use of non-voting?

No, it is not normal to define the President as a non-voting member. I've seen it, but I would not describe it as common.

On 4/13/2023 at 7:21 PM, Darlene said:

Throughout the bylaws I see the word shall a lot.  If I recall in many debates - Shall means it must happen versus may, it may happen.

Yes, it is correct that in the context of bylaws, "shall" means "must."

On 4/13/2023 at 10:50 PM, Guest Darlene said:

So first thank you to the insights.  So this is interesting. I am reading the constitution and this to me feels likes it’s in conflict with the wording of the bylaws. 
 

C. The elected officers, with the exception of the President, are voting members of the Executive Board.
D. The President shall vote in case of a tie

I agree that this is in conflict in certain respects. In the event of a conflict, the constitution takes precedence over the bylaws. So it would seem to me that the President cannot vote except in case of a tie, in which case the President is apparently required to vote. The bylaws should be updated to be consistent with the constitution, either by amending the wording of the rule in the bylaws or by removing it.

I would also add that, in my view, it would be preferable to amend the constitution as well and make the President a full voting member of the board. But unless and until that occurs, the board is obliged to follow the rules in its constitution.

The rule which requires the President to vote in the case of a tie (and only in the case of a tie) is particularly ill-advised. To the extent the organization intends to keep the President's status as a "quasi-member" of the board, it would be desirable to amend this rule so that the President may (but need not) vote in all cases where the President's vote would affect the result. I expect the reason for this rule originates from the unfortunately common misconception that a tie vote leaves a motion in some sort of "limbo" and that the tie vote therefore "needs" to be broken. In actuality, a tie vote defeats a motion, since there is less than a majority in the affirmative.

Edited April 14, 2023 at 05:25 PM by Josh Martin

[Gary Novosielski]

On 4/13/2023 at 10:18 PM, Guest Darlene said:

It does say presides over meetings.  I just never seen a president as non- voting before.  If there is a tie, I can’t break it the way it’s stated.  

That's true, but there never was such a thing as "tie-breaking" except in various bylaws that apparently copied the rule of the U.S. Senate which give the Senate President (i.e., the US Vice President) a vote only in the case that the votes shall be "equally divided".

In the rules of RONR, ties don't need to be "broken"; they simply defeat the motion, just as surely as if everyone voted No. 

Passage requires a majority, and a tie vote is less than a majority.  <mic drop>