Contractor Posted March 13, 2018 at 11:34 PM Report Share Posted March 13, 2018 at 11:34 PM Below is the section of the President as it is written in the bylaws. I would like to make sure of the question does the President ex-officio have a right to vote in board meetings. From what I understand, the President has the right to vote, as the bylaws below are silent regarding this action. So as a member shouldn't the President have the right to vote? Robert's Rules states that "the ex-officio status is the intention to permit, not to require, him to act as a member of the various committees, and therefore in counting a quorum he should not be counted as a member." I have been consulting legal counsel and need to make sure whether the President may step in and vote if he wishes as the bylaw do not restrict this action. Section 22. The PRESIDENT shall be the chief executive officer and in the recess of the Board of Directors shall have the general control and management of its business and affairs, subject, however, to the regulations of the Board of Directors. He shall preside at all meetings of the shareholders and of the Board of Directors, and shall be a member ex-officio of all committees. He shall make annual reports showing the condition of the affairs of the company, and make such recommendations as he thinks proper, and submit the same to the annual meeting of the shareholders; and he shall always present to the Board of Directors such information touching the business and property of the company as may be required. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted March 14, 2018 at 12:16 AM Report Share Posted March 14, 2018 at 12:16 AM Under RONR, a "member" is a person with the right to vote. Ex-officio is a means of becoming a member and does not add or subtract any rights of membership. Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted March 14, 2018 at 01:36 AM Report Share Posted March 14, 2018 at 01:36 AM See FAQ #2. Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted March 14, 2018 at 03:23 AM Report Share Posted March 14, 2018 at 03:23 AM The section of the bylaws that you quoted states that the president is ex officio a member of all committees. But per RONR the board is not considered a committee. In order to determine whether the president is entitled to vote in board meetings, we need to know whether your bylaws indicate that the president is a board member (or an ex officio board member). What do your bylaws say about the composition of the board? Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 14, 2018 at 06:35 AM Report Share Posted March 14, 2018 at 06:35 AM 6 hours ago, Contractor said: Below is the section of the President as it is written in the bylaws. I would like to make sure of the question does the President ex-officio have a right to vote in board meetings. From what I understand, the President has the right to vote, as the bylaws below are silent regarding this action. So as a member shouldn't the President have the right to vote? Robert's Rules states that "the ex-officio status is the intention to permit, not to require, him to act as a member of the various committees, and therefore in counting a quorum he should not be counted as a member." I have been consulting legal counsel and need to make sure whether the President may step in and vote if he wishes as the bylaw do not restrict this action. Section 22. The PRESIDENT shall be the chief executive officer and in the recess of the Board of Directors shall have the general control and management of its business and affairs, subject, however, to the regulations of the Board of Directors. He shall preside at all meetings of the shareholders and of the Board of Directors, and shall be a member ex-officio of all committees. He shall make annual reports showing the condition of the affairs of the company, and make such recommendations as he thinks proper, and submit the same to the annual meeting of the shareholders; and he shall always present to the Board of Directors such information touching the business and property of the company as may be required. This is somewhat confused. The bylaws say that the president is (ex-officio) a member of all committees. He is not president ex-officio, he is just president. He is a member (not ex-officio) of the board and can vote in board meetings. He is also (because of his office (ex-officio)) a member of all committees, and can vote in committees, if he shows up. He does not count in quorum calculations for committees. Quote Link to comment Share on other sites More sharing options...
Contractor Posted March 15, 2018 at 12:15 PM Author Report Share Posted March 15, 2018 at 12:15 PM The bylaws are lean regarding the discussion of the board. Section 11. states "The business and property of the company shall be managed by a board of two (2) DIRECTORS. This is why I am asking whether the President has a vote, since that would be a 3rd ballot cast. It seems confusing that there would be a board of two and then state the President shall be a member ex-officio of all committees. Any thoughts? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted March 15, 2018 at 12:25 PM Report Share Posted March 15, 2018 at 12:25 PM 8 minutes ago, Contractor said: The bylaws are lean regarding the discussion of the board. Section 11. states "The business and property of the company shall be managed by a board of two (2) DIRECTORS. This is why I am asking whether the President has a vote, since that would be a 3rd ballot cast. It seems confusing that there would be a board of two and then state the President shall be a member ex-officio of all committees. Any thoughts? How do the bylaws say that these two Directors are chosen? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted March 15, 2018 at 02:23 PM Report Share Posted March 15, 2018 at 02:23 PM (edited) 2 hours ago, Contractor said: The bylaws are lean regarding the discussion of the board. Section 11. states "The business and property of the company shall be managed by a board of two (2) DIRECTORS. This is why I am asking whether the President has a vote, since that would be a 3rd ballot cast. It seems confusing that there would be a board of two and then state the President shall be a member ex-officio of all committees. Any thoughts? The board isn’t a committee. Whether the President is an ex-officio member of all committees has nothing to do with whether he is a member of the board. On 3/14/2018 at 1:35 AM, Gary Novosielski said: This is somewhat confused. The bylaws say that the president is (ex-officio) a member of all committees. He is not president ex-officio, he is just president. He is a member (not ex-officio) of the board and can vote in board meetings. He is also (because of his office (ex-officio)) a member of all committees, and can vote in committees, if he shows up. He does not count in quorum calculations for committees. Based on the additional facts provided, it seems unclear whether the President is, in fact, a member of the board. Edited March 15, 2018 at 02:24 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Contractor Posted March 15, 2018 at 03:16 PM Author Report Share Posted March 15, 2018 at 03:16 PM Section 12. The Board of Directors shall be elected by cumulative voting by the shareholders according to the laws of the state of incorporation. Section 13. Any vacancy shall be filled until the next election of directors by majority vote of the remaining directors. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 15, 2018 at 03:45 PM Report Share Posted March 15, 2018 at 03:45 PM I find it hard to believe that this organization is governed by a board of only two members. I believe we are missing some vital Information. For example, are the officers - the president, vice president, secretary, treasurer - not considered members of the board? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted March 15, 2018 at 04:11 PM Report Share Posted March 15, 2018 at 04:11 PM 54 minutes ago, Contractor said: Section 12. The Board of Directors shall be elected by cumulative voting by the shareholders according to the laws of the state of incorporation. Section 13. Any vacancy shall be filled until the next election of directors by majority vote of the remaining directors. This doesn't tell me how the board is composed. Is there a statement that says what the board consists of? 26 minutes ago, Richard Brown said: I find it hard to believe that this organization is governed by a board of only two members. I believe we are missing some vital Information. For example, are the officers - the president, vice president, secretary, treasurer - not considered members of the board? I agree, I don't think we have enough information to answer this question at this point. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 16, 2018 at 12:52 AM Report Share Posted March 16, 2018 at 12:52 AM 12 hours ago, Contractor said: The bylaws are lean regarding the discussion of the board. Section 11. states "The business and property of the company shall be managed by a board of two (2) DIRECTORS. This is why I am asking whether the President has a vote, since that would be a 3rd ballot cast. It seems confusing that there would be a board of two and then state the President shall be a member ex-officio of all committees. Any thoughts? Well I do have the thought that the board is not a committee, so there ought to be no confusion on that point at least. Whether the president is a member of the board or not I can't guess from the information supplied so far. There appears to be a slow leak of information in dribs and drabs which make interpretation difficult. Does the president actually preside at board meetings? Is there a secretary taking minutes, or are those functions performed by the two DIRECTORS? Quote Link to comment Share on other sites More sharing options...
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