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Guest Tom

Can board of directors appoint an exofficio board member?

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Guest Tom

If present board member is up for reelection can present board change that member's title to exofficio in order to be sure the person remains on board due to being a key employee necessary for discussions and sometimes to make a quorum or would by laws need to be changed? Can board designate as a nonvoting position or would by laws need to be changed?

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If present board member is up for reelection can present board change that member's title to exofficio in order to be sure the person remains on board due to being a key employee necessary for discussions and sometimes to make a quorum or would by laws need to be changed? Can board designate as a nonvoting position or would by laws need to be changed?

The bylaws would need to be amended to accomplish this, unless the bylaws already specifically authorize the board to do these things... which I'm guessing is not the case.

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If present board member is up for reelection can present board change that member's title to exofficio in order to be sure the person remains on board due to being a key employee necessary for discussions and sometimes to make a quorum or would by laws need to be changed? Can board designate as a nonvoting position or would by laws need to be changed?

The board could certainly invite this person to participate in meetings, even if he/she is no longer a member of the board. This could be done without touching the bylaws. However, the non-member would not count toward quorum and would be unable to vote. You apparently don't want the person to vote anyway. Is the quorum issue a crucial one?

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So sorry. Of course I meant Ex-Officio or ex-officio. Yes, quorum is often an issue.

I don't think Guest_Edgar was concerned with proper spelling -- it's the concept of ex-officio that seems to need clarification -- hence the reference to FAQ #2.

If you want the person in question to count toward quorum, there's no way around amending the bylaws.

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So sorry. Of course I meant Ex-Officio or ex-officio. Yes, quorum is often an issue.

Ex officio means by virtue of office. An individual isn't appointed to an ex-officio position. An individual is ex officio a member as a result of holding a separate office, position, or title.

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Guest Tom

Yes, I had read the FAQ #2 before posting. So if the person holds a position as you state, can the person hold an ex-officio spot on the Board or do the by-laws need to stipulate the existence of an ex-officio board position beforehand?

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Guest Edgar

So if the person holds a position as you state, can the person hold an ex-officio spot on the Board or do the by-laws need to stipulate the existence of an ex-officio board position beforehand?

Yes, you'll have to amend the bylaws if, for example, you want the manager of your gift shop to be an ex-officio member of your board. But remember that that means that whoever is the manager of the gift shop (i.e. not just the current one) will be a member of your board. And will be as much a member of the board as any other member.

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Well democracy should rule at the smae time. If the general membership does not want to re-elect the member I have to wonder why the Board would not want to accept this. I do agree with Trina that you could invite the member to participate in a meeting if necessary.

Otherwise, you cannot an ex-officio member unless the By-laws allow for it and provide for how that person is an ex-offcio member. For example, some By-laws will have the local Mayor as an ex-officio member. This means that the person is only an ex-officio member because he/she happends to be Mayor of ___.

If you want the person re-elected then campaign for the person. The only other option would be if the Board has the right to appoint the Officers. Some organizations have the general membership elect the Officers (President, Vice President, Secretary, Treasurer, etc.) and the directors, while other organizations have the general membership elect directors, and then the directors elect/appoint the Officers and may have the right to appoint other officer positions. In the latter case, while the person would not have a right to vote or count towards quorum, he/she would still legally be allowed to attend meetings.

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... In the latter case, while the person would not have a right to vote or count towards quorum, he/she would still legally be allowed to attend meetings.

Huh? I mean... um... huh?

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.. In the latter case, while the person would not have a right to vote or count towards quorum, he/she would still legally be allowed to attend meetings.

From FAQ #2:

Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote. There are, however, two instances in which ex-officio members are not counted in determining the number required for a quorum or in determining whether or not a quorum is present. These two instances are:

1. In the case of the president, whenever the bylaws provide that the president shall be an ex-officio member of all committees (or of all committees with certain stated exceptions); and

2. When the ex-officio member of the board or committee is neither an ex-officio officer of the board or committee nor a member, employee, or elected or appointed officer of the society (for example, when the governor of a state is made ex officio a member of a private college board).

Again, however, it should be emphasized that in these instances the ex-officio member still has all of the rights and privileges of membership, including the right to vote. [RONR (11th ed.), pp. 483-84; p. 497, ll. 20-29.]

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...while other organizations have the general membership elect directors, and then the directors elect/appoint the Officers and may have the right to appoint other officer positions. In the latter case, while the person would not have a right to vote or count towards quorum, he/she would still legally be allowed to attend meetings.

Yeah, where does this strange idea come from?

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I think Rev Ed is pointing out that if the board chooses its own officers, and if the bylaws don't specify that the officers are chosen from among the membership of the board, then anyone can be chosen as an officer.

For example, the board could choose the executive director to be the secretary.

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