Board Member Voting

[Guest maricate]

What is the effect of a Board Member, who is ineligible to vote pursuant to the Bylaws (her membership class is not allowed to vote) , being allowed to vote at Board Meetings? Are all of the votes she participated in null and void?

[Chris Harrison]

What is the effect of a Board Member, who is ineligible to vote pursuant to the Bylaws (her membership class is not allowed to vote) , being allowed to vote at Board Meetings? Are all of the votes she participated in null and void?

Only the votes where her vote affected the outcome of the vote would be null and void.

[David A Foulkes]

Only the votes where her vote affected the outcome of the vote would be null and void.

Although determining that requires knowing the vote count and how she voted, correct? For example, a majority vote that won by one vote still stands if she voted in the negative.

[hmtcastle]

Although determining that requires knowing the vote count and how she voted, correct? For example, a majority vote that won by one vote still stands if she voted in the negative.

All that's required is that the illegitimate vote could have affected the outcome. In the case of a ballot vote, there's no need (and no way) to know how she voted.

[Bruce Lages]

Are you certain that your bylaws do not provide that a non-voting member of the organization is granted board voting rights upon election to the board?

[Gary Novosielski]

What is the effect of a Board Member, who is ineligible to vote pursuant to the Bylaws (her membership class is not allowed to vote) , being allowed to vote at Board Meetings? Are all of the votes she participated in null and void?

No, only those where her vote could have made a difference.

But RONR says that Board Members have the right to vote at board meetings. What exactly do the bylaws say about her right to vote on the board? Do the byhlaws actually specify "classes" of board members?

[Guest Sandy]

Is it appropriate for a Board to choose to take action (vote) on an agenda item that initially did not say action was to be taken at that time?

[hmtcastle]

Is it appropriate for a Board to choose to take action (vote) on an agenda item that initially did not say action was to be taken at that time?

Please ask your unrelated question as a new Topic.

[Guest maricate]

Are you certain that your bylaws do not provide that a non-voting member of the organization is granted board voting rights upon election to the board?

Yes. The Bylaws state that her membership class ( members that have served their time in the organization and no longer actively partcipate) are not allowed to vote.

[Josh Martin]

Yes. The Bylaws state that her membership class ( members that have served their time in the organization and no longer actively partcipate) are not allowed to vote.

It's not entirely clear, however, whether such a rule would apply only to the member in general membership meetings or as a board member as well. For instance, under RONR it is entirely possible to elect someone who is not a member of the society to the board, and such an individual would have full voting rights on the board.

[Gary Novosielski]

Yes. The Bylaws state that her membership class ( members that have served their time in the organization and no longer actively partcipate) are not allowed to vote.

There are classes of board member? Or is that some class of membership in the society?

[Guest maricate]

There are classes of board member? Or is that some class of membership in the society?

The Bylaws specifiy the only times her membership class can vote: when her membership class is in a representative position on a committee or a representative position on the Board. She was in neither position. She was appointed by the President to a director position on the Board.

[hmtcastle]

The Bylaws specifiy the only times her membership class can vote: when her membership class is in a representative position on a committee or a representative position on the Board. She was in neither position. She was appointed by the President to a director position on the Board.

This is why we avoid interpreting bylaws on this forum. I'm inclined to give the original poster (OP) credit for understanding her bylaws. But it's possible, however unlikely, that a closer reading would indicate that, even though a person may, as a general member, belong to a class that can't vote, that restriction might not carry over to her membership on the board. In other words, membership on the board might trump her general membership status. But the OP says it doesn't so it doesn't.

But only a complete reading of the bylaws can answer this and that, as we say, is beyond the scope of this forum.

[Gary Novosielski]

The Bylaws specifiy the only times her membership class can vote: when her membership class is in a representative position on a committee or a representative position on the Board. She was in neither position. She was appointed by the President to a director position on the Board.

Well, in many societies a director position would be thought of as representative. But your bylaws apparently classify board positions in a customized way.

And it's difficult to reconcile holding the title of director without having a vote on the direction. Or without attending meetings.

I'm just sayin'.

[Guest maricate]

Well, in many societies a director position would be thought of as representative. But your bylaws apparently classify board positions in a customized way.

And it's difficult to reconcile holding the title of director without having a vote on the direction. Or without attending meetings.

I'm just sayin'.

It is difficult to reconcile. The President used poor judgment in appointing a person of this membership class to a director position on the Board. It had never been done in 80 + years of the organization. Giving the President the benefit of the doubt, perhaps she intended this director to serve the Board by participating in discussions but not voting.