Tim Wynn Posted April 30, 2014 at 04:24 PM Report Share Posted April 30, 2014 at 04:24 PM An organization has no general assembly, just a board. The bylaws prescribe that the board shall elect the members of the board. There is no prescribed term for board members, no regular elections, and no specified number of members, just a wide range (5-25). The board simply adds members as it sees fit. In this way, it seems more akin to membership in an assembly of an organized society than a usual board. Can such a board adopt a motion, without amending the bylaws, to elect one of those board positions in an ex-officio capacity? In other words, instead of electing Jane Adams to the board when she is appointed as Office Manager, could the board adopt a motion that the Office Manager shall be ex officio a member of the board? Link to comment Share on other sites More sharing options...
Rev Ed Posted April 30, 2014 at 05:36 PM Report Share Posted April 30, 2014 at 05:36 PM I would say no. The By-laws are supposed to determine who is and is not a member of the Board in any capacity. And this is certainly not a case of making someone an ex-officio member as an honour instead (i.e such as making the Mayor or Governor an ex-officio member of the Board as neither is likely to actually attend meetings.) However, at the same time, as the Board/membership can invite whoever they choose to a meeting, why not simply pass a motion "That the Office Manager shall be welcome at all meetings of the Board." Link to comment Share on other sites More sharing options...
Josh Martin Posted April 30, 2014 at 05:46 PM Report Share Posted April 30, 2014 at 05:46 PM Can such a board adopt a motion, without amending the bylaws, to elect one of those board positions in an ex-officio capacity? In other words, instead of electing Jane Adams to the board when she is appointed as Office Manager, could the board adopt a motion that the Office Manager shall be ex officio a member of the board? No. The membership of the board is defined in the bylaws (however poorly) and, as a consequence, any rule establishing ex-officio members of the board will need to be in the bylaws. Link to comment Share on other sites More sharing options...
Tim Wynn Posted May 1, 2014 at 09:07 PM Author Report Share Posted May 1, 2014 at 09:07 PM Thanks everyone . . . and Ed. I felt a duty to solicit another opinion for a client who's not going to like what I'm going to say. Unfortunately, this additional opinion echoes my own. Link to comment Share on other sites More sharing options...
Guest Edgar Posted May 1, 2014 at 09:22 PM Report Share Posted May 1, 2014 at 09:22 PM . . . why not simply pass a motion "That the Office Manager shall be welcome at all meetings of the Board." Because there might be some board meetings at which the office manager would not be welcome? Link to comment Share on other sites More sharing options...
Josh Martin Posted May 1, 2014 at 09:23 PM Report Share Posted May 1, 2014 at 09:23 PM Because there might be some board meetings at which the office manager would not be welcome? Well, the board apparently wants to make the Office Manager a member of the board (which would give that person a right to attend all meetings), so Rev Ed's suggestion seems like an improvement to me. Link to comment Share on other sites More sharing options...
Guest Edgar Posted May 1, 2014 at 09:46 PM Report Share Posted May 1, 2014 at 09:46 PM Well, the board apparently wants to make the Office Manager a member of the board (which would give that person a right to attend all meetings), so Rev Ed's suggestion seems like an improvement to me. It (presumably) gives a non-member the right to attend all meetings. I'm not sure that's an improvement over making (or not making) someone a member. We've never been fond here of such hybrids as "sit but don't speak" or "voice with no vote". Link to comment Share on other sites More sharing options...
Josh Martin Posted May 1, 2014 at 09:51 PM Report Share Posted May 1, 2014 at 09:51 PM It (presumably) gives a non-member the right to attend all meetings. I'm not sure that's an improvement over making (or not making) someone a member. We've never been fond here of such hybrids as "sit but don't speak" or "voice with no vote". I don't agree that the motion "That the Office Manager shall be welcome at all meetings of the Board" gives the Office Manager a right to attend all meetings. It seems to me that it creates a standing rule on the subject, which the board is free to suspend in a particular case by majority vote. Link to comment Share on other sites More sharing options...
Guest Edgar Posted May 1, 2014 at 09:57 PM Report Share Posted May 1, 2014 at 09:57 PM I don't agree that the motion "That the Office Manager shall be welcome at all meetings of the Board" gives the Office Manager a right to attend all meetings. It seems to me that it creates a standing rule on the subject, which the board is free to suspend in a particular case by majority vote. Fair enough. Let's hope the board understands the distinction. Link to comment Share on other sites More sharing options...
Josh Martin Posted May 1, 2014 at 10:22 PM Report Share Posted May 1, 2014 at 10:22 PM Fair enough. Let's hope the board understands the distinction. Well, certainly it would be preferable to state something like "The Office Manager shall attend all meetings of the board, unless ordered otherwise by the board" so that there is no question on the subject. In many cases, I find that this is what organizations really want when they talk about making a staff member an ex-officio member of the board. Link to comment Share on other sites More sharing options...
Rev Ed Posted May 5, 2014 at 04:58 AM Report Share Posted May 5, 2014 at 04:58 AM Well, certainly it would be preferable to state something like "The Office Manager shall attend all meetings of the board, unless ordered otherwise by the board" so that there is no question on the subject. In many cases, I find that this is what organizations really want when they talk about making a staff member an ex-officio member of the board. And of course Josh has written a much better motion. Edgar, The original question related to making the Office Manager an ex-officio member of the Board. This would allow the Office Manager the right to attend all meetings. My motion would essentially have done the same thing, with - as Josh pointed out, and I did not - the right to suspend the right to attend. My motion would achieve the same intention, although as Josh stated there is a better way to word the motion. Link to comment Share on other sites More sharing options...
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