Non-voting ex-officio board member

[Mike Phillips]

RONR makes it clear that an ex-officio member has the same voting rights as any other member. However, in an organization, the legal counsel is on the Executive Committee, but she is an ex-officio member of the the Executive Board, and she has no voting rights pursuant to the bylaws. Is this case one in which the bylaws simply override RONR? I think so. [RONR (11th ed.), pp. 483-84]

[J. J.]

Yes.  The actual wording will determine the level of rights this non-voting ex officio member has.  You might want to post the language. 

[jstackpo]

Yes, the bylaws win out.

Sometimes, since RONR doesn't define a "non-voting member", arguments will come up as to which of all the other membership rights are still retained by the "non-voting-member".  Raise points of order, appeal rulings, make motions, debate, Etc, etc?  If you see this as a potential problem, it might be wise to offer a bylaw amendment to clarify. 

[Mike Phillips]

7 hours ago, J. J. said:

Yes.  The actual wording will determine the level of rights this non-voting ex officio member has.  You might want to post the language. 

The Legal Counsel and Standing Committee Chairs shall be voting members of the County Executive Committee and ex officio members of the County Executive Board. Ex officio membership of any committee or board entitles such member to participate in discussion and debate, including permission to advance any motion allowed by this Plan or Robert's Rules of Order, in connection with any matter considered by such committee or board. However, ex officio membership does not entitle any such member to vote on any motion or other business considered by such committee or board.
 

[Mike Phillips]

Thank you, JJ and jstackpo. 

[J. J.]

2 hours ago, Mike Phillips said:

The Legal Counsel and Standing Committee Chairs shall be voting members of the County Executive Committee and ex officio members of the County Executive Board. Ex officio membership of any committee or board entitles such member to participate in discussion and debate, including permission to advance any motion allowed by this Plan or Robert's Rules of Order, in connection with any matter considered by such committee or board. However, ex officio membership does not entitle any such member to vote on any motion or other business considered by such committee or board.
 

That seems to cover it.  I would question if such a non-voting member had a right to remain in executive (closed) session, but that is a question of bylaw interpretation. 

[Atul Kapur]

2 hours ago, Mike Phillips said:

Ex officio membership of any committee or board entitles such member to participate in discussion and debate, including permission to advance any motion allowed by this Plan or Robert's Rules of Order, in connection with any matter considered by such committee or board. However, ex officio membership does not entitle any such member to vote on any motion or other business considered by such committee or board.
 

I haven't previously heard the term "advance any motion."

Does mean moving or seconding a motion, or does it have another definition?

 

2 minutes ago, J. J. said:

That seems to cover it.  I would question if such a non-voting member had a right to remain in executive (closed) session, but that is a question of bylaw interpretation. 

I would answer, "Yes" and, if you read just the bolded portions of the sentence above, I think it's unambiguous:

     "Ex officio membership ... entitles such member to participate in discussion
     and debate, ... in connection with any matter considered by such committee
    or board."

The use of the unqualified term "any" would include matters considered in executive session.

[J. J.]

1 minute ago, Atul Kapur said:

I haven't previously heard the term "advance any motion."

Does mean moving or seconding a motion, or does it have another definition?

 

I would answer, "Yes" and, if you read just the bolded portions of the sentence above, I think it's unambiguous:

     "Ex officio membership ... entitles such member to participate in discussion
     and debate, ... in connection with any matter considered by such committee
    or board."

The use of the unqualified term "any" would include matters considered in executive session.

It is not unqualified, however.  It refers to " permission to advance any motion," but not "be present at" the meeting.  I was hoping for language "...shall be an ex officio member, retaining all rights, except the right to vote." 

This clause grants rights to the ex officio member, but does not specifically grant the right to remain in the executive session.  I have no doubt that the ex officio member could move to go into executive session, or appeal the decision of the chair removing him from an executive session.  Either way, the chair's ruling is subject to appeal. 

[Atul Kapur]

Let's set aside the issue of advancing a motion and focus on the right to participate in discussion and debate.

I do not see any reasonable opinion that the ex-officio member can be excluded from the executive session without infringing their right to "participate in discussion and debate ... in connection with any matter considered by such committee or board."

"Any matter" includes those matters discussed and debated in executive session.

[J. J.]

18 minutes ago, Atul Kapur said:

Let's set aside the issue of advancing a motion and focus on the right to participate in discussion and debate.

I do not see any reasonable opinion that the ex-officio member can be excluded from the executive session without infringing their right to "participate in discussion and debate ... in connection with any matter considered by such committee or board."

"Any matter" includes those matters discussed and debated in executive session.

Well, an honorary member has a right to attend meetings and speak in debate (p. 463, ll. 21-25), but he is not a voting member and has no right to attend executive sessions.

[Atul Kapur]

19 minutes ago, J. J. said:

an honorary member has a right to attend meetings

I agree and so does RONR ("Rights carried with the honor include the right to attend meetings..." p.463, lines 21-22.)

Executive sessions are part of those meetings.

Please cite the reference/rule that says there is an exception to this citation for honorary members as it applies to executive sessions.

[J. J.]

2 minutes ago, Atul Kapur said:

I agree and so does RONR ("Rights carried with the honor include the right to attend meetings..." p.463, lines 21-22.)

Executive sessions are part of those meetings.

Please cite the reference/rule that says there is an exception to this citation for honorary members as it applies to executive sessions.

Page 95, ll. 31-33, in conjunction with p. 3., ll. 11-12, "Whenever the term member is used in this book, if refers to full participating membership in the assembly unless otherwise specified."

An honorary member does not have "full participating membership" in a meeting.  Therefor, the honorary member is not one of the "members of the body that is meeting," as the honoray member does not possess "full participating membership."

[Atul Kapur]

That presumes that an executive session is something other than a meeting.

We're not going to resolve this tonight between the two of us. I look forward to others opining.

[Guest Zev]

1 hour ago, J. J. said:

An honorary member does not have "full participating membership" in a meeting. Therefor, the honorary member is not one of the "members of the body that is meeting," as the honoray [sic] member does not possess "full participating membership."

I find this interpretation as being somewhat strange. If this interpretation is correct then there is no difference between an honorary member and a nonmember.

Quote

If there are to be honorary officers or honorary members, they must be authorized by the bylaws.

RONR 11th edition p. 463:17-18.

It seems reasonable that any additional rights or restriction of rights would be found in the same place.

Quote

An honorary office is in fact not an office but -- like honorary membership -- a complimentary title that may be bestowed on members or nonmembers. When it is desired to honor a nonmember, it is more usual to elect such a person to honorary membership.

RONR 11th edition p. 463:8-11.

So, an honorary office is not an office and honorary membership is not membership but rather a complimentary title.

Quote

Rights carried with the honor include the right to attend meetings and to speak, but not to make motions or vote unless the person is also a regular member, or unless the bylaws provide full membership rights.

RONR 11th edition p. 463:21-25.

If RONR is the parliamentary authority of my society then I would expect honorary officers or members to have the rights mentioned on page 463, unless the bylaws gave them additional rights, or imposed any restrictions that were above any restrictions suffered by regular members. And since the rights of honorary officers and honorary members includes the right to attend meetings, I would expect them to be admitted to any executive session unless the bylaws specifically indicated that they are to be excluded.

 

[J. J.]

6 hours ago, Guest Zev said:

I find this interpretation as being somewhat strange. If this interpretation is correct then there is no difference between an honorary member and a nonmember.

RONR 11th edition p. 463:17-18.

 

There is a difference.  A nonmember has no right to attend or speak at an open meeting.  An honorary member has a right to to do both.