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Guest Sara
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Our non-profit Board is composed of 18 members.  The Exec. Director of the organization attends the Board meetings.  But, her job description AND the bylaws do NOT indicate WHETHER OR NOT she is a voting member (and not identified as ex-officio) of the Board.  I have asked two long-time members, and one says she feels the ED didn't vote on motions, the other didn't remember.

IF both bylaws and RONR are silent on this, and I can't find any "custom"....should the ED be excused from any Executive Sessions of the Board?

Thank you,

Sara

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It is up to your organization to interpret its bylaws, which we have not seen. However, if the executive director is not named in the bylaws as a member of the board, she most likely it's not a member. It is quite common, however, for executive directors of organizations to attend board meetings for the purpose of giving reports, etc.. Your organization can decide to what extent the executive director should be allowed to participate. It is entirely up to you.

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1 hour ago, Guest Sara said:

If both bylaws and RONR are silent on this, and I can't find any "custom",

should the [executive director] be excused from any Executive Sessions of the Board?

Yes.

Remember, under executive session, the body is free to invite (or, to allow to remain present) whomever the body wishes.

But, to repeat, as a non-voting party, your E.D. has no right to be present in executive session. - You won't be violating any rule in Robert's Rules to say "Please, all non-members of the board must leave the room for this agenda item."

***

Now, on to a question you didn't ask, or didn't answer.

It is possible that your E.D. is defined as a non-voting member of the board.

That is a different kettle of fish. -- A member who has 99% of all rights of membership, except one -- the right to vote, retains all other rights.

Granted, this can of worms may not apply to you. But there are organizations out there with non-voting members. And as such, gray areas develop as to what this people can do, and cannot do.

Beware the difference.

 

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