Guest MaryL

Can an ex-officio board member serve as an officer

10 posts in this topic

Our non-profit board has an ex-officio member with voting privileges. Can this member be nominated and voted into a board officer position?

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Nothing in RONR prohibits it, but what do your bylaws say about who can be an officer?  That's where you need to look for your answer. RONR does not require officers to be members.

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21 hours ago, Guest MaryL said:

Our non-profit board has an ex-officio member with voting privileges. Can this member be nominated and voted into a board officer position?

Yes. However, this raises the interesting question whether that board member will be counted toward the quorum if he or she is not a member of the organization. I would say yes, but the wording in RONR, pp. 483-4, is not entirely clear on this point (at least it's not clear to me).

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25 minutes ago, Shmuel Gerber said:

Yes. However, this raises the interesting question whether that board member will be counted toward the quorum if he or she is not a member of the organization. I would say yes, but the wording in RONR, pp. 483-4, is not entirely clear on this point (at least it's not clear to me).

You're question assumes he becomes an officer, correct?  If so then p.447, ll. 16-19 leaves that question unanswered too, right? Or am I way off here?  

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19 minutes ago, George Mervosh said:

You're question assumes he becomes an officer, correct?  If so then p.447, ll. 16-19 leaves that question unanswered too, right? Or am I way off here?  

I'm not sure what you're asking.

Let's suppose that this ex-officio board member is not a member of the organization, either because it is not a membership organization, or he (assume we can use the word "he", either because he's a man or we're just not being politically correct) just isn't a member. As an ex-officio board member, he is now an officer of the organization (because all board members are officers by virtue of being board members), but he is not an "elected or appointed" officer, so he doesn't count toward the quorum at board meetings.

Now, suppose that the board elects him to an officer position within the board. He is not "ex officio an officer of the board", so the rule on p. 484 that "Whenever an ex-officio board member is also ex officio an officer of the board, he of course has the obligation to serve as a regular working member" doesn't apply.

The question is whether, by having been elected by the board as an officer of the board, he is now under the authority of the society -- "that is, if he is a member, an employee, or an elected or appointed officer of the society" (p. 483, ll. 27-28).

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15 minutes ago, George Mervosh said:

Ok, so part of the question is, as an elected or appointed officer of the board, is he also an an elected or appointed officer of the society?  

Well, that's my question. I'm not sure anyone else would have thought the answer could be "no" (but is actually "yes"). :)

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34 minutes ago, Shmuel Gerber said:

Well, that's my question. I'm not sure anyone else would have thought the answer could be "no" (but is actually "yes"). :)

Yes it is and I deleted my post, but you copied it before you noticed. :)   If the society elects the board and the board elects its officers, I think it's reasonable to suggest he is under the authority of the society.

Edited by George Mervosh

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3 hours ago, George Mervosh said:

If the society elects the board,

and the board elects its officers,

I think it's reasonable to suggest

he is under the authority of the society.

Consider:

If, by way of honoring said person,

a board were to elect the President of the United States, or elect the city Mayor, as an officer,

then the president or the mayor still would not be under the authority of the society.

And that principle would hold if the board were to elect an ordinary (non-title-holding) citizen.

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22 hours ago, Shmuel Gerber said:

Let's suppose that this ex-officio board member is not a member of the organization, either because it is not a membership organization, or he (assume we can use the word "he", either because he's a man or we're just not being politically correct) just isn't a member. As an ex-officio board member, he is now an officer of the organization (because all board members are officers by virtue of being board members), but he is not an "elected or appointed" officer, so he doesn't count toward the quorum at board meetings.

Now, suppose that the board elects him to an officer position within the board. He is not "ex officio an officer of the board", so the rule on p. 484 that "Whenever an ex-officio board member is also ex officio an officer of the board, he of course has the obligation to serve as a regular working member" doesn't apply.

The question is whether, by having been elected by the board as an officer of the board, he is now under the authority of the society -- "that is, if he is a member, an employee, or an elected or appointed officer of the society" (p. 483, ll. 27-28).

In my opinion, the election of this ex-officio member of the board, who was not under the authority of the board's parent organization (the "society") prior to his election as an officer of the board, does not mean that he is now a member, an employee, or an elected or appointed officer of the society (assuming nothing in the bylaws indicating that it does), but I don't think it matters much. Having accepted the office to which he was elected, I think he has an obligation to serve as a regular working member of the board, and I think he should be counted for quorum purposes at meetings of the board. 

I have no idea why that sentence on page 484, lines 3-5, is worded the way it is (it first appeared, I think, in the 7th ed.).

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8 hours ago, Daniel H. Honemann said:

In my opinion, the election of this ex-officio member of the board, who was not under the authority of the board's parent organization (the "society") prior to his election as an officer of the board, does not mean that he is now a member, an employee, or an elected or appointed officer of the society (assuming nothing in the bylaws indicating that it does), but I don't think it matters much. Having accepted the office to which he was elected, I think he has an obligation to serve as a regular working member of the board, and I think he should be counted for quorum purposes at meetings of the board. 

I have no idea why that sentence on page 484, lines 3-5, is worded the way it is (it first appeared, I think, in the 7th ed.).

I haven't actually done any proper research on this question, but I think you're right, Dan. Maybe this represents another opportunity for an Official Interpretation.

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