who can vote at meeting

[ckaminsrctr]

I am secretary of a not for profit senior center.  We are trying to update our by-laws and it has been questioned who can vote.  We have a 9 member board, meetings are open to senior center members.  We usually have 3-5 members attend our board meetings.  Our by-laws state  "any member in attendance at a senior center meeting shall have the right to participate in that meeting and shall have the right to vote".  Several board members feel they can participate but not vote and want to change our by-laws.  Is that ethical?

 

[George Mervosh]

On 2/23/2024 at 12:24 PM, ckaminsrctr said:

I am secretary of a not for profit senior center.  We are trying to update our by-laws and it has been questioned who can vote.  We have a 9 member board, meetings are open to senior center members.  We usually have 3-5 members attend our board meetings.  Our by-laws state  "any member in attendance at a senior center meeting shall have the right to participate in that meeting and shall have the right to vote".  Several board members feel they can participate but not vote and want to change our by-laws.  Is that ethical?

 

Under the rules in RONR only members of the assembly that is meeting can vote, or otherwise particiapate.  So in a board meeting, only board members can vote.  But that is what RONR says.  

It's unwise to try and interpret one sentence from a set of bylaws we haven't seen, but can I ask you - Are there any other types of meetings at the senior center?  Perhaps a quarterly or annual meeting of all of the members?  What I am getting at is, are there other types of meetings this sentence from your bylaws could apply to?

Edited February 23, 2024 at 05:31 PM by George Mervosh

[Josh Martin]

On 2/23/2024 at 11:24 AM, ckaminsrctr said:

I am secretary of a not for profit senior center.  We are trying to update our by-laws and it has been questioned who can vote.  We have a 9 member board, meetings are open to senior center members.  We usually have 3-5 members attend our board meetings.  Our by-laws state  "any member in attendance at a senior center meeting shall have the right to participate in that meeting and shall have the right to vote".  Several board members feel they can participate but not vote and want to change our by-laws.  Is that ethical?

It would probably help if I could see the rule in context, but generally, my interpretation would be that the sentence in question is applicable to meetings of the entire membership, not meetings of the board. The general rule is that only members of the body that is meeting may vote. So at a board meeting, only board members may vote. Frankly, providing that any member of the society can vote at a board meeting makes no sense, and defeats the purpose of having a board in the first place. Such a rule, in effect, makes every member of the society a member of the board.

So I think it is already the case that under your bylaws, persons who are not members of the board cannot vote at board meetings. It is entirely ethical (and typical) to limit voting at board meetings to board members.

If for some reason your bylaws permit any member of the society to vote at board meetings, I would advise amending the bylaws to remove that rule as soon as possible. I might instead suggest amending the bylaws to expand the size of the board, if the society feels a board of nine members is not meeting its needs.

Edited February 23, 2024 at 06:08 PM by Josh Martin

[ckaminsrctr]

Here is the actual section of the by-laws that have been in them forever.  It was thought that since the meetings are "open" (also attached) that general attendees to the meeting can vote. If they can't vote, can they participate in discussions?

SECTION 2.      Any member in attendance at a senior center meeting shall have the right to participate in that meeting and shall have the right to vote so long as the person is a member in good standing prior to any vote being taken.

 

SECTION 1.      All meetings of the organization or its Board shall be open meetings and held during daylight hours.

[ckaminsrctr]

On 2/23/2024 at 11:30 AM, George Mervosh said:

Under the rules in RONR only members of the assembly that is meeting can vote, or otherwise particiapate.  So in a board meeting, only board members can vote.  But that is what RONR says.  

It's unwise to try and interpret one sentence from a set of bylaws we haven't seen, but can I ask you - Are there any other types of meetings at the senior center?  Perhaps a quarterly or annual meeting of all of the members?  What I am getting at is, are there other types of meetings this sentence from your bylaws could apply to?

They do have an annual meeting.  Here is what is in the by-laws

SECTION 2.      Any member in attendance at a senior center meeting shall have the right to participate in that meeting and shall have the right to vote so long as the person is a member in good standing prior to any vote being taken.

 

SECTION 1.      All meetings of the organization or its Board shall be open meetings and held during daylight hours.

[Joshua Katz]

On 2/25/2024 at 7:38 AM, ckaminsrctr said:

SECTION 2.      Any member in attendance at a senior center meeting shall have the right to participate in that meeting and shall have the right to vote so long as the person is a member in good standing prior to any vote being taken.

 

 

 

The only reasonable interpretation of this, in my opinion, is that a member *of the body meeting* who is in attendance at that meeting may participate and vote. Additionally, "senior center meeting" does not strike me as including board meetings. I don't know why they felt the need to include this most fundamental principle in the bylaws, but there it is. Interpretating it as sub silentio eliminating the board seems not just wrong, but entirely unreasonable.

[Josh Martin]

On 2/25/2024 at 8:38 AM, ckaminsrctr said:

Here is the actual section of the by-laws that have been in them forever.  It was thought that since the meetings are "open" (also attached) that general attendees to the meeting can vote. If they can't vote, can they participate in discussions?

SECTION 2.      Any member in attendance at a senior center meeting shall have the right to participate in that meeting and shall have the right to vote so long as the person is a member in good standing prior to any vote being taken.

SECTION 1.      All meetings of the organization or its Board shall be open meetings and held during daylight hours.

Based on these additional facts, it continues to be my view that Section 2 is applicable to the annual meeting (or other meetings of the senior center's full membership), not to board meetings.

Section 1 specifically refers to "open meetings" of the board, however, this fact, in and of itself, is woefully insufficient to grant persons who are not members of the board a right to vote at board meetings. In my view, it also does not grant non-board members a right to participate in discussions, however, the board is free to permit persons who are not board members to participate in discussion if desired. The board may not permit persons who are not board members the right to vote. Designating the board meetings as "open meetings," in my view, grants non-members a right to attend and observe the meetings, but nothing further.

I must also reiterate again that it would be extremely ill-advised to permit non-board members to vote at board meetings. This would defeat the entire purpose of having a board. To the extent the organization wishes to explore greater participation for other persons, the organization may wish to instead consider one or more of the following options.

• Theoretically, the organization could amend its bylaws to eliminate the board altogether and have the general membership govern the organization. If the organization is incorporated, however, I expect it is likely required by law to have a board.
• The organization could amend its bylaws to have the general membership meet more frequently.
• The organization could amend its bylaws to expand the size of the board, so that more members who wish to participate in the business of the board may do so.
• The organization could create additional committees to carry out the work of the organization and the board, and appoint interested members to those committees. (This may or may not require amending the bylaws, depending on what the bylaws currently say regarding committees.)
• The organization could adopt rules granting non-members the right to participate in discussions at board meetings, likely within established parameters. (This would not require amending the bylaws - lower-level rules would be sufficient.)

To be clear, I think it is commendable that the organization has such interest in its governance from its members. This is a good problem to have, and it would behoove the organization to find a way to utilize these interested members. But simply permitting anyone who shows up to participate fully in board meetings, including the right to vote, is not a good solution.

Edited February 25, 2024 at 03:01 PM by Josh Martin