Eugene, OR asked in Business Law for Oregon

Q: Is it possible for an Oregon non-profit corporation to have "non-voting Board members"?

It seems like a contraditiction in terms, but a non-profit Board I'm dealing with counts other officers as "non-voting Board members", projecting an image of a much larger Board, while also obscuring the identity of the actual "voting" Board members.

Aside from being misleading, is it inherently false to refer to someone as a "non-voting Board member"? California has gone so far as to clarify that there is no such thing (http://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201320140AB2755) but is it a valid term in Oregon?

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1 Lawyer Answer
Daniel DiCicco
Daniel DiCicco
PREMIUM
Answered
  • Portland, OR
  • Licensed in Oregon

A: This is an interesting question and you may find answers in the corporate documents. It is not uncommon for corporate boards to have various adviser and counselor roles that don't have voting rights. It might be that they are generalizing by saying "non-voting board members" when they mean something specific like an adviser. If you have access to or rights to access the corporate bylaws, then you'll likely find your answers there.

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