Question on general membership vs. board of directors

[Guest Jude Sweeney]

Not sure about this one. Our bylaws state that to be an active member (for general membership) you must show an interest by attending more than two meetings. Active members can then vote on issues raised at meetings (and are voted on by general membership).

Board of Directors has specific voting rights, but nowhere does it state a board of director member be an active member.

We recently had elections for new President, VP, Secretary, Treasurer. The President appoints several additional positions to complete the board of directors. One of these people was not an active member when appointed, and won't be until they attend the third meeting.

So, for votes that the board of directors have between now and then, does that person have a vote due to being on the board, even though not an active member? I think so, but I'm not sure. I'm hoping someone can provide some guidance.

[Rob Elsman]

Not sure about this one. Our bylaws state that to be an active member (for general membership) you must show an interest by attending more than two meetings. Active members can then vote on issues raised at meetings (and are voted on by general membership).

Board of Directors has specific voting rights, but nowhere does it state a board of director member be an active member.

We recently had elections for new President, VP, Secretary, Treasurer. The President appoints several additional positions to complete the board of directors. One of these people was not an active member when appointed, and won't be until they attend the third meeting.

So, for votes that the board of directors have between now and then, does that person have a vote due to being on the board, even though not an active member? I think so, but I'm not sure. I'm hoping someone can provide some guidance.

No rule in RONR requires a member of an executive board to be a member of the society. If the society's bylaws do not require it, either, then I would opine that the appointee is a member of the executive board with the same rights and obligations as other members of the board, notwithstanding that he is not yet an active member of the society.

[hmtcastle]

nowhere does it state a board of director member be an active member.

And RONR has no such requirement either.

The President appoints several additional positions to complete the board of directors.

I trust your bylaws give the president the authority to do that and it wasn't simply an incomplete election.

So, for votes that the board of directors have between now and then, does that person have a vote due to being on the board, even though not an active member? I think so, but I'm not sure. I'm hoping someone can provide some guidance.

If he's a member of the board, he's a member of the board and can attend meetings, make motions, debate, and vote.

[Guest Jude Sweeney]

Correct - the president is authorized by the by-laws to appoint the board members.

Thanks for your help!