Definition of "Member" and "Non-member"

[L. Thorson]

Reference is made to RONR Chapter XX. Our society better known as a non-profit corporation has a membership of about 18,000. Are not each of these 18,000 members subject to the disciplinary provisions of Chapter XX. (Note: P. 629-630 refers to penalties that can be imposed on a "member of an organization".) However at a meeting of the Board of Directors what is a "member"? Is a Director considered a "member"? What about those in attendance that are "members" of the organization but mot a "member of the Board of Directors"? In this setting, are they then considered non-members? P. 625 provides that a "member" at a meeting can appeal from the ruling of the chair. Can a "member" of an organization" who is not a "member of the board" make such an appeal. Do we have two types of members, i.e., a 1) member of the organization and 2)a member of the board? Do we have two different definitions?

[Rob Elsman]

Reference is made to RONR Chapter XX. Our society better known as a non-profit corporation has a membership of about 18,000. Are not each of these 18,000 members subject to the disciplinary provisions of Chapter XX. (Note: P. 629-630 refers to penalties that can be imposed on a "member of an organization".) However at a meeting of the Board of Directors what is a "member"? Is a Director considered a "member"? What about those in attendance that are "members" of the organization but mot a "member of the Board of Directors"? In this setting, are they then considered non-members? P. 625 provides that a "member" at a meeting can appeal from the ruling of the chair. Can a "member" of an organization" who is not a "member of the board" make such an appeal. Do we have two types of members, i.e., a 1) member of the organization and 2)a member of the board? Do we have two different definitions?

A member is only a member of the body that is meeting. Thus, a member in a board meeting is only a person who is a member of the board; all others are non-members. In a meeting of the board, only a member of the board can raise an Appeal from the ruling of the chair.

[hmtcastle]

Reference is made to RONR Chapter XX. Our society better known as a non-profit corporation has a membership of about 18,000. Are not each of these 18,000 members subject to the disciplinary provisions of Chapter XX. (Note: P. 629-630 refers to penalties that can be imposed on a "member of an organization".) However at a meeting of the Board of Directors what is a "member"? Is a Director considered a "member"? What about those in attendance that are "members" of the organization but mot a "member of the Board of Directors"? In this setting, are they then considered non-members? P. 625 provides that a "member" at a meeting can appeal from the ruling of the chair. Can a "member" of an organization" who is not a "member of the board" make such an appeal. Do we have two types of members, i.e., a 1) member of the organization and 2)a member of the board? Do we have two different definitions?

In the context of a meeting, a member is a member of the body that is meeting. That means board members at meetings of the board. All others, even if they're members of the organization, are considered non-members and have no parliamentary right to attend, let alone speak.

[Guest L. Thorson]

A member is only a member of the body that is meeting. Thus, a member in a board meeting is only a person who is a member of the board; all others are non-members. In a meeting of the board, only a member of the board can raise an Appeal from the ruling of the chair.

[Josh Martin]

Are not each of these 18,000 members subject to the disciplinary provisions of Chapter XX.

Yes.

However at a meeting of the Board of Directors what is a "member"?

The Bylaws should define what positions are part of the Board of Directors. Only members of the Board of Directors have the rights of membership at a meeting of the board.

Is a Director considered a "member"?

Probably, considering the term "Board of Directors."

What about those in attendance that are "members" of the organization but mot a "member of the Board of Directors"?

They would not be considered members for the purposes of the meeting. Whenever RONR uses the term "member," it refers to members of the body that is meeting unless otherwise stated.

In this setting, are they then considered non-members?

Yes.

P. 625 provides that a "member" at a meeting can appeal from the ruling of the chair.

Well, pg. 625 is only one example of an appeal. A better citation for the right to appeal is RONR, 10th ed., pg. 247, lines 21-25.

Can a "member" of an organization" who is not a "member of the board" make such an appeal.

No.

Do we have two types of members, i.e., a 1) member of the organization and 2)a member of the board? Do we have two different definitions?

From what I have seen so far, your organization has at least two bodies one can be a "member" of - the board and the general membership. There may be others, such as committees. A particular individual in the organization may be a member of one or multiple bodies, and he has the rights of membership only at meetings of bodies that he is a member of. At all other meetings, he is treated as a non-member under the rules of RONR.

[Guest F.R.Pond]

Do we have two types of members, i.e., a 1) member of the organization and 2) a member of the board? Do we have two different definitions?

From what I have seen so far, your organization has at least two bodies one can be a "member" of - the board and the general membership. There may be others, such as committees. A particular individual in the organization may be a member of one or multiple bodies, and he has the rights of membership only at meetings of bodies that he is a member of. At all other meetings, he is treated as a non-member under the rules of RONR.

Can a member of the general assembly move to make all Board meetings open?

[hmtcastle]

Can a member of the general assembly move to make all Board meetings open?

It might have to be a bylaws-level rule but, yes, a member of the organization could, at a meeting of the organization, make a motion to order all meetings of the board open to all members of the organization. Just be careful what you wish for.

[jstackpo]

Sure - it would be a Special Rule of Order (or something like that - it might have to be a bylaw provision) presuming the bylaws don't give the Board some special status.

But be careful what you wish for: if the Board has some "delicate" issue to discuss, and moves to go into Executive Session, you might have a fight on your hands as to whether a general member who is not a board member can stay

[Guest F.R.Pond]

Can a member of the general assembly move to make all Board meetings open?

It might have to be a bylaws-level rule but, yes, a member of the organization could, at a meeting of the organization, make a motion to order all meetings of the board open to all members of the organization. Just be careful what you wish for.

Sure - it would be a Special Rule of Order (or something like that - it might have to be a bylaw provision) presuming the bylaws don't give the Board some special status.

But be careful what you wish for: if the Board has some "delicate" issue to discuss, and moves to go into Executive Session, you might have a fight on your hands as to whether a general member who is not a board member can stay

If a member of the general assembly can move to make all Board meetings open, can they move (at the general meeting) to allow all attending members to speak at the open Board meeting? To vote? Where is the line drawn?

[Josh Martin]

If a member of the general assembly can move to make all Board meetings open, can they move (at the general meeting) to allow all attending members to speak at the open Board meeting?

Yes, although like the "open meeting rule," it would take a rule at least on the level of a special rule of order, or possibly in the Bylaws.

To vote?

Yes, although such a rule would certainly need to be in the Bylaws (RONR, 10th ed., pg. 255, lines 9-11) and it would essentially defeat the purpose of having a board. (RONR, 10th ed., pg. 464, lines 17-22) If the assembly is going to go that far it may as well abolish the board.

Where is the line drawn?

An organization can make any amendments to its Bylaws it desires, provided they do not conflict with any higher-level rule (such as Articles of Incorporation, Bylaws of a parent organization, or applicable federal, state, or local law). (RONR, 10th ed., pg. 10, lines 11-20; pg. 11, lines 18-20)

Whether such amendments are a good idea is another question entirely, which each organization must decide for itself.

[hmtcastle]

Where is the line drawn?

The line is drawn in the bylaws. They can say whatever the organization wants them to say.

There's no limit to how stupid you can make them.

[Guest F.R.Pond]

The line is drawn in the bylaws. They can say whatever the organization wants them to say.

There's no limit to how stupid you can make them.

Touché.