Can a non-voting member of a Board of Directors, vote on motions presented in one of its ad-hoc committees?

[Guest Jennifer Brassell]

There are no files.

[Rob Elsman]

I think you will have to get the answer to the question from the organization's own governing documents, since RONR (12th ed.) does not discuss "...non-voting member[s] of a Board of Directors", which is something of an oxymoron.

[Josh Martin]

On 4/1/2024 at 7:26 AM, Guest Jennifer Brassell said:

Can a non-voting member of a Board of Directors, vote on motions presented in one of its ad-hoc committees?

Persons who are members of the ad-hoc committee in question can vote in a meeting of the committee. Whether they are a member (voting or otherwise) of some other body is immaterial.

So, is the person in question a member of the committee?

Edited April 1, 2024 at 01:42 PM by Josh Martin

[Guest Jennifer Brassell]

On 4/1/2024 at 9:41 AM, Josh Martin said:

Persons who are members of the ad-hoc committee in question can vote in a meeting of the committee. Whether they are a member (voting or otherwise) of some other body is immaterial.

So, is the person in question a member of the committee?

Yes, we have 2 members on the Board who are advisory positions (administrative vs clinical) but are not allowed to vote. 

[Josh Martin]

On 4/1/2024 at 9:30 AM, Guest Jennifer Brassell said:

Yes, we have 2 members on the Board who are advisory positions (administrative vs clinical) but are not allowed to vote. 

If this person is a member of the committee in question, the person has a right to vote at meetings of the committee, unless the bylaws provide otherwise for the committee.

As I understand the facts, the bylaws provide that this person is a "non-voting member" of the board, but there is no similar provision for the committee.

[Rob Elsman]

This whole topic arises from the designation of these persons as "non-voting members".  If that is what the governing documents call them, then I guess that is what they are.  I think it is more likely that these two are functionally "necessary staff" of the board, rather than the "non-voting members" they are made out to be, and the governing documents ought to be made clearer about this.

[Josh Martin]

On 4/1/2024 at 10:19 AM, Rob Elsman said:

This whole topic arises from the designation of these persons as "non-voting members".  If that is what the governing documents call them, then I guess that is what they are.  I think it is more likely that these two are functionally "necessary staff" of the board, rather than the "non-voting members" they are made out to be, and the governing documents ought to be made clearer about this.

Well, yes, and the organization will certainly have to think about this with respect to the status of these persons on the board, but the question at hand here is whether these persons can vote in committees. In that regard, the fact that these persons are "non-voting members" of the board is irrelevant.

[Rob Elsman]

Well, I cannot really understand the meaning of "non-voting members" of the board.  Are they members, in the sense of parliamentary law, or are they not?  If they are not, then what is said in RONR (12th ed.) 50:12 applies.  It really is up to the organization to get rid of this nonsensical term and clarify what exactly is the status of these two persons.

[Dan Honemann]

On 4/1/2024 at 12:04 PM, Rob Elsman said:

Well, I cannot really understand the meaning of "non-voting members" of the board.  Are they members, in the sense of parliamentary law, or are they not?  If they are not, then what is said in RONR (12th ed.) 50:12 applies.  It really is up to the organization to get rid of this nonsensical term and clarify what exactly is the status of these two persons.

Yes, 50:12 applies, but there would seem to be no reason to assume that these non-members of the board were not properly appointed to serve as members of this committee, in which event I agree with Mr. Martin.  There is no reason to believe that they cannot vote during meetings of this committee.

[Gary Novosielski]

On 4/1/2024 at 10:30 AM, Guest Jennifer Brassell said:

Yes, we have 2 members on the Board who are advisory positions (administrative vs clinical) but are not allowed to vote. 

That does not answer the question of whether they are members of the committee.