Rights of Ex Officio Non-voting Members

[Robert B Fish]

This subject seems to come up in the forum every 2-3 months.

It begins when someone posts a question similar to: “Our bylaws say the executive director is a member of the board of directors without vote. Can he make motions? Can he attend meetings, even if they are in executive session?”

The answers seem to fall into two groups: yes and it depends on how you interpret your bylaws. However, despite a number of similar posts going down, the matter is unresolved.

Both groups can’t be right but after both views have been posted, and sometimes restated, the thread seems to end there. I believe this matter is important enough to rise to the level of advanced discussion.

So, if the bylaws identify that a particular member is a “member without vote,” what rights does he/she have?

-Bob

[Robert B Fish]

Many organizations include statements in their bylaws giving rights of membership without vote. An example statement would be, “The president of the XYZ Foundation shall be an ex-officio member without vote.” In practice, very few organizations further define the member’s rights in that case. In the absence of other language in the bylaws does this officer also have the rights to attend meetings, speak in debate, and make motions?

RONR says ex-officio members hold the same rights as other members [p466]. RONR also says that members have rights, including the rights to attend meetings, make motions, speak in debate, and vote [e.g. p255]. The principles of interpreting bylaws say, “A prohibition or limitation … permits things of the same class that are not mentioned in the prohibition or limitation” [p572]. This would result in the interpretation that when the right to vote for those members is limited by the bylaws, the remaining rights are permitted.

However, RONR also says that the term “member” used through the book refers to full participating membership [p3]. Only “members” have the right to remain during executive session meetings [p93], but honorary members also have that right [p447]. Only “members” can make motions [p3]. Giving non-members the right to speak in debate would require suspending the rules [footnote, p255]. This would result in the interpretation that members without vote do not have these rights unless granted by the bylaws.

The NAP Parliamentary Research Team has addressed this matter in Q&A29 (NP, 2nd Quarter 2009) in which they concluded that "If the bylaws provide that ex-officio members shall not have the right to vote, they still have the other rights."

-Bob

[Rob Elsman]

This subject seems to come up in the forum every 2-3 months.

It begins when someone posts a question similar to: “Our bylaws say the executive director is a member of the board of directors without vote. Can he make motions? Can he attend meetings, even if they are in executive session?”

The answers seem to fall into two groups: yes and it depends on how you interpret your bylaws. However, despite a number of similar posts going down, the matter is unresolved.

Both groups can’t be right but after both views have been posted, and sometimes restated, the thread seems to end there. I believe this matter is important enough to rise to the level of advanced discussion.

So, if the bylaws identify that a particular member is a “member without vote,” what rights does he/she have?

-Bob

See RONR (10th ed.), p. 554, ll. 21-25.

[Ann Rempel]

It seems to me that if the ex officio non-voting member is authorized by the bylaws to attend meetings (without the term "meetings" being qualified), then he or she has the right to attend meetings held in executive session.

[Robert B Fish]

See RONR (10th ed.), p. 554, ll. 21-25.

I don't see how the cited reference answers the question.

Apparently the part of most interest states, "Usually the article on members consists of several sections, covering, for example: (1) classes of members - as "active," "associate," and the like - with any distinctions between them being set forth, and, as applicable, the rights of each."

If the authors of the bylaws believed that Q&A 29 cited above was correct, they would believe they complied with the reference you cited. True, in the ideal case, the organization might have states all the rights those members enjoy but many might have thought they had already covered it and didn't need extra verbage in their bylaws.

Citing page 554 l. 21-25 seems to be a circular argument.

-Bob

[J. J.]

It seems to me that if the ex officio non-voting member is authorized by the bylaws to attend meetings (without the term "meetings" being qualified), then he or she has the right to attend meetings held in executive session.

Playing devil's (or "Dan's") advocate, what about an honorary member, who may attend meetings.

[Rob Elsman]

I don't see how the cited reference answers the question.

Apparently the part of most interest states, "Usually the article on members consists of several sections, covering, for example: (1) classes of members - as "active," "associate," and the like - with any distinctions between them being set forth, and, as applicable, the rights of each."

If the authors of the bylaws believed that Q&A 29 cited above was correct, they would believe they complied with the reference you cited. True, in the ideal case, the organization might have states all the rights those members enjoy but many might have thought they had already covered it and didn't need extra verbage in their bylaws.

Citing page 554 l. 21-25 seems to be a circular argument.

-Bob

Many might have thought wrongly.

[Josh Martin]

Many organizations include statements in their bylaws giving rights of membership without vote. An example statement would be, “The president of the XYZ Foundation shall be an ex-officio member without vote.” In practice, very few organizations further define the member’s rights in that case. In the absence of other language in the bylaws does this officer also have the rights to attend meetings, speak in debate, and make motions?

RONR says ex-officio members hold the same rights as other members [p466]. RONR also says that members have rights, including the rights to attend meetings, make motions, speak in debate, and vote [e.g. p255]. The principles of interpreting bylaws say, “A prohibition or limitation … permits things of the same class that are not mentioned in the prohibition or limitation” [p572]. This would result in the interpretation that when the right to vote for those members is limited by the bylaws, the remaining rights are permitted.

However, RONR also says that the term “member” used through the book refers to full participating membership [p3]. Only “members” have the right to remain during executive session meetings [p93], but honorary members also have that right [p447]. Only “members” can make motions [p3]. Giving non-members the right to speak in debate would require suspending the rules [footnote, p255]. This would result in the interpretation that members without vote do not have these rights unless granted by the bylaws.

The NAP Parliamentary Research Team has addressed this matter in Q&A29 (NP, 2nd Quarter 2009) in which they concluded that "If the bylaws provide that ex-officio members shall not have the right to vote, they still have the other rights."

If the Bylaws state something similar to your example statement - that "The president of the XYZ Foundation shall be an ex-officio member without vote," and that is the extent of what the Bylaws say on the subject, then I agree with you and the NAP Parliamentary Research Team, based on Principle of Interpretation #4. The member would retain all rights except those which are specifically excluded by the Bylaws.

We often do not even have that many facts to go on, however. Often all a poster says is that a given member is a non-voting member, and we have no idea if this is due to a statement like yours in the Bylaws, due to a statement of a much different nature in the Bylaws, or due to a misunderstanding about ex-officio members.

[Tim Wynn]

The reason the question requires interpretation of the rules on a case-by-case basis is that, except for honorary membership, RONR doesn't give rights to any nonvoting member.

Therefore, the rule is wholly included in the bylaws.

Each time RONR uses the term, "member," it means "full participating member" or "voting member." It has merely elected to save ink.

So, when RONR says that a question must recieve separate consideraton upon the demand of a single member, or that a document must be read at the demand of a single member, it refers to "full participation membership."

This is the trouble that comes from an organization trying to write its own rules of order, without a full understanding of the implications.

Seconding a motion

Objecting to unanimous consent

Offering a correction to the minutes

Suggesting a proposal to fill a blank

Examining the minutes

These are rights that RONR only gives to members... that is, voting members... that is members with full participation.

It's clear from the language on p. 334 that nonvoting members do not count toward establishing a quorum, and this language (i.e. voting member) is synonymous with the word "member," as used in RONR.

See page 3, line 8-17.

[George Mervosh]

If Tim is saying RONR seems clear, I agree. It's the bylaws that require interpreting, not RONR, imo.

[Tim Wynn]

If Tim is saying RONR seems clear, I agree. It's the bylaws that require interpreting, not RONR, imo.

That's what I'm saying.

[Guest Kim Goldsworthy]

...“Our bylaws say the executive director is a member of the board of directors without vote.

Can he make motions?

Can he attend meetings, even if they are in executive session?”

[...]

So, if the bylaws identify that a particular member is a “member without vote,” what rights does he/she have?

The key point is this:

There are NO classes of membership in RONR.

A member is a member.

Honorary members are NOT members, per RONR's own words.

Therefore, whenever an organization has freely chosen to create a new class of membership, (which is what occurs when you grant rights and take away rights to specific people, specific officers, specific committees, etc.), then you have JUMPED OUTSIDE THE SYSTEM.

Once you leave RONR's default system, then no default assumption will necessarily apply, since you will have introduced a variable of unknown consequence.

You will have created a Frankenstein's monster. -- A member who is cobbled together by parts of rights, and not having the same integrity of rights as his colleagues sitting to his left or his right.

EXAMPLE:

If you were to take away the right to vote, then you take away the right to move To Reconsider.

This loss of "Reconsider" is a side effect of the parliamentary rule that you must have voted on the prevailing side.

Members who cannot vote cannot vote on the prevailing side.

So members who cannot vote cannot move To Reconsider.

Q. Shall anyone argue otherwise? -- viz., "All rights except voting remain intact, even the equal right to move To Reconsider."

(I don't think so!)

[J. J.]

EXAMPLE:

If you were to take away the right to vote, then you take away the right to move To Reconsider.

This loss of "Reconsider" is a side effect of the parliamentary rule that you must have voted on the prevailing side.

Members who cannot vote cannot vote on the prevailing side.

So members who cannot vote cannot move To Reconsider.

Q. Shall anyone argue otherwise? -- viz., "All rights except voting remain intact, even the equal right to move To Reconsider."

(I don't think so!)

Arguably, a voting member, who did not vote on the prevailing side, "loses" his right to move to Reconsider. That would apply to member ex officio with full voting rights.

I don't this particular example is a good one.

It would be possible to extend to a member ex officio all right in common with other members, except the right to vote, by a bylaw provision. The bylaws could read "X shall be an member ex officio of the society, retaining all rights except the right to vote." X could speak in debate on a motion, but not after the Previous Question was adopted. X could move to amend a pending main motion, but not while a motion to refer that main motion to a committee is pending. X could remain in an executive session, and could move to go into executive session, but he could not vote on the motion to enter executive session.

It is more of a question of if this member ex officio has these other rights in common with the regular voting member.

[Tim Wynn]

I don't this particular example is a good one.

I think Kim's example makes a valid point about the side effects that can occur from tampering with a basic element of membership.

[J. J.]

I think Kim's example makes a valid point about the side effects that can occur from tampering with a basic element of membership.

I don't see any difference between a member ex officio without the right to vote being unable to move to reconsider and a member who didn't vote on the prevailing side being unable to move to reconsider. Neither member voted on the prevailing side.

[Tim Wynn]

I don't see any difference between a member ex officio without the right to vote being unable to move to reconsider and a member who didn't vote on the prevailing side being unable to move to reconsider. Neither member voted on the prevailing side.

I too see no difference, but I don't think Mr. Goldsworthy was trying to make such a distinction. I was under the impression that he was simply pointing out that there are incidental effects that are probably unknown to and not considered by those who are making different classes of membership.

[David A Foulkes]

I don't see any difference between a member ex officio without the right to vote being unable to move to reconsider and a member who didn't vote on the prevailing side being unable to move to reconsider. Neither member voted on the prevailing side.

One difference is that the inability to move to Reconsider on the part of the voting member is the result of a voluntary action on his part, that being voting on the losing side, whereas for the ex officio member it is a restriction imposed upon him externally by the society (ie. bylaws).

Also, the voting member does have, within that limited window, the ability and opportunity to change his vote so as to be on the prevailing side and thus move to Reconsider. The ex officio member has no such option.

[Sean Hunt]

One difference is that the inability to move to Reconsider on the part of the voting member is the result of a voluntary action on his part, that being voting on the losing side, whereas for the ex officio member it is a restriction imposed upon him externally by the society (ie. bylaws).

Also, the voting member does have, within that limited window, the ability and opportunity to change his vote so as to be on the prevailing side and thus move to Reconsider. The ex officio member has no such option.

I don't think that's entirely correct; I don't consider giving up the right to move Reconsider to be a purely voluntary action, since a member might arrive late and thus not have the chance to vote or, as a result, to move Reconsider. Moreover, I think that the restriction is well aligned with the idea that only a member with the right to vote ought to be able to move Reconsider, since the motion should only be moved when there's a reasonable chance of a member changing their vote. If a member cannot vote, they don't have a reasonable chance of changing the outcome, so the motion would be dilatory.

[J. J.]

One difference is that the inability to move to Reconsider on the part of the voting member is the result of a voluntary action on his part, that being voting on the losing side, whereas for the ex officio member it is a restriction imposed upon him externally by the society (ie. bylaws).

Also, the voting member does have, within that limited window, the ability and opportunity to change his vote so as to be on the prevailing side and thus move to Reconsider. The ex officio member has no such option.

So, in theory, would the nonvoting member ex officio. That member could take steps to become a voting member. Further, that member could move to suspend the rules and permit members not voting on the prevailing side to move to reconsider.

If there is a situation where a nonvoting member ex officio is granted a right to make motions, that member couldn't make a motion that was otherwise out of order. He couldn't move to amend a main motion while the motion to Lay On the Table was pending, for example.

[Gary c Tesser]

Well I'm glad we cleared this up.