Past President presides on BOD as ex-officio

[Guest Tracy]

Our past President from last year sits on our BOD as an Ex-Officio our bylaws state that she does not have any voting rights. We have an open position on our BOD and there are people who want to fill that position with Ex-Officio. My question is - Since she is already considered a BOD how can she be re-elected to the BOD with voting privileges. I am very confused if this is possible. We do have other members interested in filling this position.

Thank you for your help

Tracy

[hmtcastle]

We have an open position on our BOD and there are people who want to fill that position with Ex-Officio.

First, see FAQ #2.

Nothing in RONR prevents a person who serves as an ex-officio member of the board from being elected to the board in her own right. But she'd only have one vote and your board would be "short" one member.

[Guest Guest]

First, see FAQ #2.

Nothing in RONR prevents a person who serves as an ex-officio member of the board from being elected to the board in her own right. But she'd only have one vote and your board would be "short" one member.

[Guest Tracy]

She is not included in our count to meet a quorum and she doesn't have a vote right now. What you are saying is we can over rule our by-laws give her voting privileges but, we would still have that one open spot on our BOD to fill? I have read FAQ #2 several times in the last few days in RONR and was confused with what it meant.

[David A Foulkes]

She is not included in our count to meet a quorum and she doesn't have a vote right now.

This may not be entirely proper. If your bylaws say she doesn't have the right to vote, then so be it. But if she is still a member of the society, she should still count towards the quorum, unless your bylaws also state that she does not. What is the point of having her on the board? Yes, she can still make motions, and debate, but if she doesn't "count" and she can't vote, it seems a pointless gesture. Just my opinion there.

What you are saying is we can over rule our by-laws give her voting privileges but, we would still have that one open spot on our BOD to fill? I have read FAQ #2 several times in the last few days in RONR and was confused with what it meant.

If she is still a member of the society, no rule in RONR prevents her from being elected to an open position. Of course, she's also still taking up that spot as ex offico past president, so she takes up two positions on the board, but still with only one vote, the one as the elected board member. There's no violation of bylaws happening here, unless they prohibit past presidents from also serving in other positions beside the ex officio one.

[Gerry4000]

She is not included in our count to meet a quorum and she doesn't have a vote right now. What you are saying is we can over rule our by-laws give her voting privileges but, we would still have that one open spot on our BOD to fill? I have read FAQ #2 several times in the last few days in RONR and was confused with what it meant.

You are probably not "overruling" the bylaws, but rather filling a vacancy with someone, who happens to have another (and different) position on the board. I also don;t see it as a "vacancy" any more than if this person died you could not fill that vacancy

[Gary Novosielski]

If your bylaws say she doesn't have the right to vote, then so be it. But if she is still a member of the society, she should still count towards the quorum, unless your bylaws also state that she does not.

I don't believe her membership in the society matters here. By default, voting members count toward the quorum. Since she does not have a vote on the board in her current position, she does not count toward a quorum, nor does she increase the quorum requirement.

If she is still a member of the society, no rule in RONR prevents her from being elected to an open position.

Again, her membership in the society seems irrelevant. No rule in RONR prevents her from being elected. Period.

In this case, the bylaws prevent a board "member" from voting if her seat is a result of ("ex officio") her status as IPP. The rule in the bylaws (RONR has no such rule) says that this member has no vote. But elected members do have a vote. So if she wins election to an open elected seat on the board, she will be able to vote. The board will have one person fewer in attendance, but the number of voting members, and the quorum. will not change.

[David A Foulkes]

I don't believe her membership in the society matters here. By default, voting members count toward the quorum. Since she does not have a vote on the board in her current position, she does not count toward a quorum, nor does she increase the quorum requirement.

Yes, you make sense here. I had read something in RONR that led me to extrapolate my thought erroneously, no doubt.

Again, her membership in the society seems irrelevant. No rule in RONR prevents her from being elected. Period.

True enough. I was aiming more on at the thought that, while she may be a past president, she is quite likely still a current member, and thus also quite likely eligible for election to the board by virtue of her continuing membership. Nothing in her past-ness of presidency changes that.

[Gary Novosielski]

True enough. I was aiming more on at the thought that, while she may be a past president, she is quite likely still a current member, and thus also quite likely eligible for election to the board by virtue of her continuing membership. Nothing in her past-ness of presidency changes that.

But again, she might not have been a member even while president, or ever.

According to RONR, you aren't eligible to hold office by virtue of membership, but by virtue of having a pulse.

In other news.... I am a little confused over the title of this topic, which is "Past President presides..." If she were still presiding she would be the current president, not the past one. But that hasn't seemed to come up, so pretend I didn't say anything.

[Guest Tracy]

She is a current member - Our by-laws state "Section 8: Ex-President Officio If the

President is not re-elected, he or she may serve as an exofficio, non-voting member of the Board for the fvst year he

or she is not President following his or her most recent year as President."

This is where the confusion lies as to whether she can fill the open position on the BOD when she is already part of the BOD.

[Gary Novosielski]

This is where the confusion lies as to whether she can fill the open position on the BOD when she is already part of the BOD.

There is no confusion according to the rules in RONR. She can.

And I don't see anything in the section you quoted that would prohibit that, but you'd have to read the bylaws in their entirety to be sure.

[tctheatc]

Tracy, IMHO you're focusing too much on the individual, and thus struggling with how this person on the board can be someone or something else on the board. Focus instead on the slots or positions on the board. It's as if she's changed seats. She moved from the last chair on the right to the 2nd from the left.

[Josh Martin]

Focus instead on the slots or positions on the board. It's as if she's changed seats. She moved from the last chair on the right to the 2nd from the left.

And now she wants to sit in two chairs, which is fine.

[hmtcastle]

And now she wants to sit in two chairs, which is fine.

Well, better to think of two hats . . . and one empty chair.

[tctheatc]

Yes, that was my gist, that she can fill that other role regardless of her current status on the board. As if she'd figuratively changed seats. I like the hat idea.

[Gary Novosielski]

I think that in this case if she were to win the elected seat there would be no difference whether she resigned from or kept that ex-officio seat. She gains no power by keeping it, since she has one vote in either case. She loses nothing by resigning it, because it has no privileges that the elected seat doesn't also provide. The board neither gains nor loses from either decision, as nobody else is eligible to fill the seat anyway. And neither the quorum count nor the quorum requirement is affected.

So she could just as easily sit in the one elected seat and throw that other hat away. It has no effect, except a potential case of hat-hair.

[Guest tracy]

Thanks to all of you for your responses it has been a great help. It may not be what we wanted to here but it is how it must be.