President’s appointment ex-officio to a committee

[Guest Guest]

I have a question about the president’s appointment ex-officio to a committee. The board of directors created a special committee to investigate the replacement of the flooring in our training facility. The president express an interest in being on the committee since it was going require a substantial outlay of funds to replace the floor. The board appointed a chair and the chair asked if anybody present would like to be on the board. The minutes of the board does not contain any information of any responses. The President took a very active role in the committee and all correspondence to the committee did include her name as a member.

OK now the question. Does the President count as a member of the committee for purposes of a quorum and does their vote count in a vote of recommendation of results to the board?

This is what is in our By Laws

ARTICLE IX 39

COMMITTEES 40

SECTION 1. STANDING COMMITTEES:

The Standing Committees shall be the following: Bylaws, Finance, Membership, Agility, Obedience, Awards, and such other committees as needed or appropriate to advance the work of the club. The Board shall each year appoint the Chairman and members of each standing committees. The Standing Committees shall be subject to the final authority of the Board.

SECTION 2. SPECIAL COMMITTEES:

The Board may appoint special committees to aid it in the accomplishment of particular projects. These are temporary in nature and dissolve when they have given their final report or at the end of the fiscal year in which they were appointed. By motion, the Board may extend the operation of a Special Committee into the next fiscal year. Special Committees shall have a chairman and two members unless otherwise specified in the motion which created the committee.

SECTION 3. TERMINATION OF APPOINTMENTS:

Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those whose services have been terminated.

SECTION 4. EX-OFFICIO:

The President shall be ex-officio a member of all committees except the Nominating Committee.

SECTION 5. ELECTRONIC WORK SESSIONS:

Standing and Special Committees are authorized to conduct their work by telephone conferencing or through other electronic communication media in order to perform their reviews, opinion gathering, investigations and to formulate recommendations.

SECTION 6. MEETING NOTES

Notes of all meetings shall be taken and kept on file with the committee chairman.

ARTICLE XIV

PARLIAMENTARY AUTHORITY

SECTION 1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Club in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws or any special rules of order the Club may adopt, or national, state, and local law.

Thanks John

[Guest Edgar]

OK now the question. Does the President count as a member of the committee for purposes of a quorum and does their vote count in a vote of recommendation of results to the board?

I'd say (per p.457) that the answer to the first question is "no" and the answer to the second questions is "yes".

[Chris Harrison]

I'd say (per p.457) that the answer to the first question is "no" and the answer to the second questions is "yes".

P. 497 ll. 20-29 is also on point regarding this.

[Guest Guest]

What is required for the ex-officio member to be counted towards a quorum? The question came up as there is a 10 member committee including the ex-officio member. A meeting was held with 4 members attending plus the ex-officio member. Was their a quorum?

Thanks John

[Guest Edgar]

What is required for the ex-officio member to be counted towards a quorum? The question came up as there is a 10 member committee including the ex-officio member. A meeting was held with 4 members attending plus the ex-officio member. Was their a quorum?

The rule making the president an ex-officio member of all committees (except, usually, the nominating committee) gives him a kind of "honorary" role as a committee member. It gives him the right to attend committee meetings (so he can see what's going on) but doesn't obligate him to attend those meetings and doesn't "punish" the committee by counting his absence against the quorum requirement. And if you can't hold his absence against the quorum requirement, it's only fair that you can't credit his presence towards it either.

So if the quorum requirement is a majority of the members (which is the default quorum requirement but might be different in your case), then with a nine-member committee (not counting the president), you'd need five members to show up.

That said, he is a member of the committee and, if present, can exercise all the rights of membership, including the right to vote.

[Guest Edgar]

. . . then with a nine-member committee (not counting the president), you'd need five members to show up.

By the way, if you counted the president (which you shouldn't), you'd have only five members of a ten-member committee and that's not more than half so, either way you look at (i.e. the right way or the wrong way), you didn't have a quorum.

[jstackpo]

If the president, or any officer, is named ex-officio to a specific committee (in the bylaws) he/she counts toward the quorum in meetings of that particular committee.

Can I spot the RONR reference? Not tonight, "but I know it is there somewhere". Anybody else here can chime in... It may just be a logical deduction from p. 497, lines 20-29. I may be mis-remembering something, however. Help!

[Guest Edgar]

If the president, or any officer, is named ex-officio to a specific committee (in the bylaws) he/she counts toward the quorum in meetings of that particular committee.

Though let's be clear that that does not appear to be the situation in this instance.

[David A Foulkes]

If the president, or any officer, is named ex-officio to a specific committee (in the bylaws) he/she counts toward the quorum in meetings of that particular committee.

Can I spot the RONR reference? Not tonight, "but I know it is there somewhere". Anybody else here can chime in... It may just be a logical deduction from p. 497, lines 20-29. I may be mis-remembering something, however. Help!

Are you referring to p. 483 (l. 25 etc) with regard to an ex-officio member of the board who is also under the authority of the society?

[jstackpo]

That may well have been what I pulled up from the memory banks -- but there doesn't seem to be a parallel rule for committee members.

But what I was really getting at was the distinction between a "President shall be a member of all committees ex officio" rule and "President [or other officer] shall be ex officio a member of the Finance Committee".

Often the Treasurer is, in bylaws, ex officio a member of the Finance Committee, but NOT of "all committees".

In that case, with an explicitly named committee, does the Treasurer count toward the quorum on Finance Committee meetings?

[jstackpo]

I think I can answer my own question in post #10 (and Guest_Guest's at post #4) like this...

In general, from the basic definitions of "ex officio" and "member", if an officer, or anyone holding some sort of defined position, is designated (in bylaws) as an ex-officio member of such and such a Board or Committee, then he is a "full" member of that Board/Committee (B/C). Like any "full" member, he thus counts toward the determination of the quorum for the B/C and whether his presence at a meeting is counted in determining if a quorum is present.

There is, in RONR, an exception to that general rule (RONR is loaded with rule exceptions): If the bylaws state that the association President is ex officio a member of all committees, then the (exception) rule states that while the President has full voting (and all other membership) rights on the Committees, he does NOT contribute to the quorum calculations. Thus, in my example (post # 10), the Treasurer would be counted in the quorum calculations for the Finance Committee.

There is another exception to the "count toward the quorum" rule for non-members on p. 483, lines 30 ff. but that is a different situation.

Anybody have any problem with this answer?