Date: 21 Feb 2000, Issue 03
The Right to Vote - Part Two
In my previous article I detailed what the AMCA Constitution & By-laws documented on the subject of voting privileges at Board of Directors’ meetings. In a nutshell our Constitution states that only dues paying active singers in member choruses have the right to attend AMCA business meetings as voting delegates.
There was admittedly a small response to the column, but one member replied through President Love and was very emphatic in his opposition to excluding our AMCA conductors from voting and declared that he, and his district, doubted the constitutional stand on the issue. Another member suggested that we look to “Roberts Rules of Order, Revised” (RROR) for some guidance. Therefore, my next step was to investigate these two propositions and I think that you’ll find my discoveries enlightening.
First, I searched the Web and found an authority on RROR, Scott David Gray to whom I posed “the question” and requested an opinion. While his response did not directly answer the right to vote question it made further inquiry into RROR unnecessary. His reply follows:
“The Constitution ALWAYS takes priority over Robert's Rules. The only thing that takes priority over a Constitution is state or federal law.
If the challenge is legal, you will want to seek help from a lawyer who is
familiar with the relevent laws. Otherwise, the Constitution holds.
I hope that this helps. Please tell me how this comes out.”
Note: Mr. Gray can be contacted via http://www.sudval.org/~sdg
The next logical step was to contact our legal counsel, Paul Hassett of Brown & Kelly, Attorneys at Law, Buffalo, New York. Paul reviewed both the federal and state laws on this issue and his response is self-explanatory. It is quoted verbatim below:
“I have reviewed the appropriate federal statutes and regulations in response to your memo of February 14th with regard to the composition of the Board of Directors and, specifically, the exclusion of conductors and accompanists who are compensated by their member choruses.
There is no prohibition in federal tax law against compensated employees serving on the Board of Directors of an exempt organization and, in fact, I suspect it is quite common, particularly in large charitable organizations such as the Red Cross or Cancer Society. Although I have no personal knowledge, I suspect that the chief executive officers of those organizations routinely serve on the Board.
There may be some practical reasons, however, for excluding a paid executive. Since the Board is ultimately the employer of the executive and judge of his or her performance, it frequently makes sense to have the executive participate in Board meetings and discussions without vote and to recuse himself when issues of his performance are on the agenda. In our case, however, I think that prohibition operates at an entirely different level, ie. employees of member choruses and not direct employees of AMCA. In our situation, I can see no reason why musical directors should not participate on the Board of Directors, particularly in the case of some who have been associated with a member chorus for many years and who may have more familiarity with the structure and policy of the AMCA than the current officers.
Finally, you will recall that AMCA is a New York Not-For-Profit Corporation and I have therefore reviewed the New York Not-For-Profit Corporation law and it also contains no such restriction. It is always a matter of good policy, however, to provide that any member of the Board of Directors may not vote on a matter in which he has a personal interest and that members be required to disclose personal interests to the other members of the Board if it is not already obvious.
Please let me know if I can add anything further to the discussion.
- Paul Michael Hassett”
...........................................................................................................................................................
This concludes my investigation and report which the Board requested on the issue. The matter is now the responsibility of the Chair of our Constitutional Revisions Committee, the Board of Directors and you the members of AMCA to take whatever action you deem appropriate.
As always, your comments and suggestions on this or any other subject are welcomed.
Bill
|
