Ex-Officio Directors (Non-Voting) - Can they Make or Second a Motion?

[Murphy1969]

Our organization (a not-for-profit hospital) has a number of director positions that are ex-officio including, but not limited to, the President and CEO and the Chief of Staff.  Both of these positions have been identified in the by-laws as being "non-voting".  There are also a number of ex-officio seats that have been identified as "voting" (these are largely elected, local, municipal representatives).

 

The by-laws are not specific beyong the designation of these positions as either "voting" or "non-voting" and some debate has been generated around the ability of the "non-voting" ex-officio directors to bring a motion or second a motion as part of the regular board discussion process.

 

Is 'motioning' considered part of the voting process and as such, should a non-voting member be excluded or prohibited from bringing or seconding a motion?

 

Any guidance would be appreciated

[Edgar Guest]

Is 'motioning' considered part of the voting process and as such, should a non-voting member be excluded or prohibited from bringing or seconding a motion?

 

Any guidance would be appreciated

 

There are (at least) two schools of thought here. One, to which I subscribe, says that if the only parliamentary right that's denied is the right to vote, then all other rights (e.g. the right to attend, make and second motions, and speak in debate) remain.

 

If you wanted to also deny the right to make motions and debate why bother making this person a "member" at all? You could just invite this person as a guest (or give him the right to attend) and avoid the whole "non-voting member" dilemma.

 

The other school says that once you stray from the RONR default rule that all members have all rights, you're on your own.

[Murphy1969]

Thank you, Edgar!  I greatly appreciate your insights.

[Josh Martin]

Our organization (a not-for-profit hospital) has a number of director positions that are ex-officio including, but not limited to, the President and CEO and the Chief of Staff.  Both of these positions have been identified in the by-laws as being "non-voting".  There are also a number of ex-officio seats that have been identified as "voting" (these are largely elected, local, municipal representatives).

 

The by-laws are not specific beyong the designation of these positions as either "voting" or "non-voting" and some debate has been generated around the ability of the "non-voting" ex-officio directors to bring a motion or second a motion as part of the regular board discussion process.

 

Is 'motioning' considered part of the voting process and as such, should a non-voting member be excluded or prohibited from bringing or seconding a motion?

 

Any guidance would be appreciated

There is no such thing as a "non-voting member" in RONR. Interpreting the rights of such a member will require a careful review of the exact wording in the bylaws. The Principles of Interpretation in RONR, 11th ed., pgs. 588-591 may be of assistance, especially #4 and #8. Edgar's interpretation may well be correct, depending on how the bylaws are worded.

With that said, making or seconding a motion is not considered to be part of the voting process.

[Richard Brown]

While I agree with the statement by Josh Martin as to the lack of definition of a "non voting member" in RONR, I also agree with and subscribe to the same theory as Edgar Guest, namely,  that since the ex officio non voting members are named as members and since the right to vote is the only right taken away from them by your bylaws, those members may fully participate as members to the same extent as all other members except for the right to vote.

 

There is nothing in RONR that prohibits having a non-voting member.  The right to vote may be restricted by the bylaws and is frequently done, especially in organizations that have different classes of members.