Alternatively, directors may be designated or appointed by a designator identified in the corporation’s governing documents or may be in office as ex officio directors by virtue of holding some other position. An example of this latter method of becoming a director would be a CEO who is defined as an ex officio director. It’s important to note that the term ex officio only describes how the director holds the position of director and does not otherwise limit the director’s power. An ex officio director has full voting and other rights of a director.
Based on this I recommend a new section between articles 3 and 4:
Article IV - At-large Board Members
As a member of MOSA, Member Collectives and Member Organizations shall provide an individual to serve as an At-large Board Member with responsibilities both for serving on the board and to their members. At-large Board Members act as ex officio directors with voting rights and contribution to the meeting quorum determination. At-large Board Member responsibilities to MOSA are outlined in the MOSA handbook.
I know in the Nov 21, 2024 board meeting we discussed proxy voting as ok, but we should also dig into this a bit more. We specifically don't follow Robert's Rules, but I found this
Robert’s Rules doesn’t allow for proxy voting for nonprofit organizations. Robert’s Rules states, “…proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable….”
Nonprofits that want to allow proxy voting need to overrule Robert’s Rules by writing the exception into their bylaws. Proxy voting for nonprofit organizations is legislated by each state. The nonprofit’s bylaws will spell out any other rules for using proxies.
For example, many nonprofit organizations’ bylaws require that board members must choose other board members as proxies because they would likely have the best interests of the organization at heart. If nonmember proxies were voting at their own discretion, it could interfere with the mission and vision of the organization.
Source: https://nonprofitlawblog.com/nonprofit-directors-and-officers-not-the-same-thing/
Based on this I recommend a new section between articles 3 and 4:
Article IV - At-large Board Members
As a member of MOSA, Member Collectives and Member Organizations shall provide an individual to serve as an At-large Board Member with responsibilities both for serving on the board and to their members. At-large Board Members act as ex officio directors with voting rights and contribution to the meeting quorum determination. At-large Board Member responsibilities to MOSA are outlined in the MOSA handbook.
I know in the Nov 21, 2024 board meeting we discussed proxy voting as ok, but we should also dig into this a bit more. We specifically don't follow Robert's Rules, but I found this
Source: https://www.providentlawyers.com/proxy-voting/