Officers other than the president as ex officio members of every committee: Do they count toward quorum?

[Benjamin Geiger]

I know that the president of an organization doesn't count toward quorum if the bylaws specify that they are ex officio members of every committee.

Does this extend to other officers with a similar provision?

In our organization, the chair and both vice chairs are ex officio members of every committee. With five appointed members and three ex officio members, does that make our quorum five (majority of 8), four (majority of 7), or three (majority of 5)?

[Gary Novosielski]

I have to assume that if RONR intended this provision to extend to officers other than the president it would have said so.

So my answer is No.  Presuming the Chair is one of the eight, I'd say your quorum was four--a majority of seven.

If that's not what you believe was the desired number (and even if it is) it would be best to specify it unambiguously in the bylaws.

[Benjamin Geiger]

I was under the impression that it wasn't addressed because it's so uncommon for other officers to be ex officio members of all committees. (I know I certainly haven't seen it before.)

But I don't have the Book in front of me at the moment.

[Bruce Lages]

Regarding Mr. Novosielski's response - granted that RONR doesn't address this situation specifically, but I can also see a case for the provision of being an ex officio member of all committees, rather than the specific officer(s) named, as the determining factor for counting towards a quorum or not.

Edited  to add - Given this lack of direction from RONR, it falls to your organization to stipulate how you want this provision to apply towards the quorum numbers of your committees.

Edited January 29, 2018 at 02:57 AM by Bruce Lages

[Benjamin Geiger]

Okay, I'm home and I have the Book.

RONR 11th ed. p. 457 ll. 1-6 says:

Quote

As an ex-officio member of a committee, the president has the same rights as the other committee members, but is not obligated to attend meetings of the committee and is not counted in determining the number required for a quorum or whether a quorum is present.

This portion by itself implies that being an ex-officio member is what causes the president to not count toward quorum.

But then there's p. 497, ll. 22-29:

Quote

When the bylaws provide that the president shall be ex officio a member of all committees (...), the president is an ex-officio member who has the right, but not the obligation, to participate in the proceedings of the committees and he is not counted in determining the number required for a quorum or whether a quorum is present at a meeting.

So yeah, I'm pretty sure Mr. Novosielski is right on this one. I think I'll have to suggest adding a clause clarifying things (putting the vice chairs in the same category as the chair, or even possibly removing their ex officio status) when we revise our bylaws (which should happen in a few months, as soon as our parent organization finishes amending theirs). 

Edited January 29, 2018 at 03:36 AM by Benjamin Geiger

[Richard Brown]

I agree with Mr. Novosielski's analysis. However, as Mr. Lages pointed out, I think this is ultimately a situation where the organization must interpret its own rule on the subject. 

Edited January 29, 2018 at 02:30 PM by Richard Brown

[Joshua Katz]

I've always assumed the same answer as given, although it never made sense to me why a) that should be the rule, or b ) given how unintuitive it is, it isn't spelled out more clearly.  Mr. Lages's point makes sense, though - although, lacking a bylaw provision, I think the bottom line is that, whatever the reason, the rule applies only to the President unless the bylaws say otherwise.

[J. J.]

15 hours ago, Gary Novosielski said:

I have to assume that if RONR intended this provision to extend to officers other than the president it would have said so.

So my answer is No.  Presuming the Chair is one of the eight, I'd say your quorum was four--a majority of seven.

If that's not what you believe was the desired number (and even if it is) it would be best to specify it unambiguously in the bylaws.

I agree, though it well for the text to read, "When the bylaws provide that an officer shall be ex officio a member of a committee or of all committees, the officer ... ."  At the end of that line, adding "(see also 579-80)."

[Guest Zev]

I do not know how some of you come to the conclusion that one ex officio member is treated one way and another ex officio member is treated differently just because RONR uses the office of the president as an example. My vote is to treat all ex officio members the same and no bylaw adjustment is necessary.

[Richard Brown]

25 minutes ago, Guest Zev said:

I do not know how some of you come to the conclusion that one ex officio member is treated one way and another ex officio member is treated differently just because RONR uses the office of the president as an example. My vote is to treat all ex officio members the same and no bylaw adjustment is necessary.

Because RONR is quite clear that not all members ex-officio are treated the same.

[Guest Zev]

In this case I am not clear on this subject. Please indicate the location where RONR says they are not treated the same.

[George Mervosh]

23 minutes ago, Richard Brown said:

Because RONR is quite clear that not all members ex-officio are treated the same.

 

8 minutes ago, Guest Zev said:

In this case I am not clear on this subject. Please indicate the location where RONR says they are not treated the same.

"When the bylaws provide that the president shall be ex officio a member of all committees (or of all committees with the stated exception of those from which the president is best excluded; see pp. 579–80), the president is an ex-officio member who has the right, but not the obligation, to participate in the proceedings of the committees, and he is not counted in determining the number required for a quorum or whether a quorum is present at a meeting. "  RONR (11th ed.), p. 497. 

If another member of the society was also an ex officio member of a committee and the bylaws did provide what is shown above, the other member would count toward a quorum.

Edited January 29, 2018 at 08:48 PM by George Mervosh
hit the button too soon.

[Dan Honemann]

General Robert tells us (in PL, at the bottom of p. 494) that: "Where the president is made ex-officio a member of all committees, it is to enable him to attend and to take part in their meetings whenever he wishes to, so that he may be familiar with their work and may influence their actions. This applies only to the president."

[Weldon Merritt]

5 minutes ago, Guest Zev said:

In this case I am not clear on this subject. Please indicate the location where RONR says they are not treated the same.

How about, "if the ex-officio member of the board is under the authority of the society (that is, if he is a member, an employee, or an elected or appointed officer of the society), there is no distinction between him and the other board members. If the ex-officio member is not under the authority of the society, he has all the privileges of board membership, including the right to make motions and to vote, but none of the obligations" (RONR, p. 483, ll. 26-33), and "The rules affecting ex-officio members of committees are the same as those applying to ex-officio members of boards" (P. 497, ll. 20-21). The exception for the president as an ex-officio committee member follows immediately after the second quoted passage. So it seems pretty clear to me that the  rule about not counting toward  the committeee quorum applies only to the president.

[Guest Zev]

Thank you Mr. H. Question 233 is about whether the vice-president automatically becomes an ex-officio member in the absence of the president. General Robert says no. The question from the original poster is whether a different ex-officio member other than the president is counted toward the quorum or not. I say they are treated the same and are not counted toward the quorum until I see in RONR something that leads me to a different conclusion. I'm looking but I can't find it.

[Dan Honemann]

2 minutes ago, Guest Zev said:

Thank you Mr. H. Question 233 is about whether the vice-president automatically becomes an ex-officio member in the absence of the president. General Robert says no. The question from the original poster is whether a different ex-officio member other than the president is counted toward the quorum or not. I say they are treated the same and are not counted toward the quorum until I see in RONR something that leads me to a different conclusion. I'm looking but I can't find it.

Mr. Merritt just provided something for you to look at.

[Guest Zev]

OK, OK. I got it. RONR p. 483 l. 35 - p. 484 l. 1-3 says,

"The later class of ex-officio board member, who has no obligation to participate, should not be counted in determining the number required for a quorum or whether a quorum is present at a meeting"

and p. 497 l. 25-29 specifically excludes the president. What this apparently says is that if several individuals are ex-officio members the president has no obligation to attend and is not counted toward the quorum but all other ex-officio members do have an obligation to attend and are counted toward the quorum. It got a little complicated for a second. I know I learned something today.

[Gary Novosielski]

2 hours ago, Guest Zev said:

I do not know how some of you come to the conclusion that one ex officio member is treated one way and another ex officio member is treated differently just because RONR uses the office of the president as an example. My vote is to treat all ex officio members the same and no bylaw adjustment is necessary.

It does not say "the president, for example,"  it says "the president."   I have no problem with using the same rule for other officers who are ex-officio members of all committees; I'm just saying that doing so would require a rule in your bylaws, because the rule in RONR applies only to the president.  I'd suggest lifting the language from RONR, replacing "the president" with "an officer who" is ex-officio a member of all committees.

While you're considering that article, it's worth noting that RONR strongly recommends that instead of "all" committees, the president (and in your case possibly other officers as well) should be members of "all committees except the nominating committee"--If, that is, you have one.

Nominating committees tend to function best when they report directly to the membership, without influence from the current powers-that-be.

[Benjamin Geiger]

1 minute ago, Gary Novosielski said:

 I have no problem with using the same rule for other officers who are ex-officio members of all committees; I'm just saying that doing so would require a rule in your bylaws, because the rule in RONR applies only to the president.

Again, I'm curious how much of that is because the authors expected the president to be the only officer that is an ex officio member of all committees.

I'm definitely going to recommend that this is clarified in our next bylaws revision (as I mentioned before, it's coming soon).

1 minute ago, Gary Novosielski said:

While you're considering that article, it's worth noting that RONR strongly recommends that instead of "all" committees, the president (and in your case possibly other officers as well) should be members of "all committees except the nominating committee"--If, that is, you have one.

In this case, at least, it's moot because we don't have a nominating committee.

[Gary Novosielski]

29 minutes ago, Benjamin Geiger said:

Again, I'm curious how much of that is because the authors expected the president to be the only officer that is an ex officio member of all committees.

In my experience with RONR, one is far more likely to find language that applies to odd situations that one did not anticipate than to find any examples of odd situations that the authors did not anticipate. In over a hundred years of revisions, there aren't many situations that have never come up, and the smart money is on the authorship team having a good reason for doing things the way they did.

There are sometimes exceptions but they are few and very far between.  

[Josh Martin]

1 hour ago, Benjamin Geiger said:

Again, I'm curious how much of that is because the authors expected the president to be the only officer that is an ex officio member of all committees.

I am inclined to agree that the authors did not expect other officers to be ex officio members of all committees.

Whatver the reason, however, the rule as written applies to the President alone.