Ex officio

[Guest CB2]

So I was reading RR for something else and stumbled on Ex officio and it states they have a vote.

We have an Executive Director who is also a member of the Association. I'm shocked they told her she didn't have a vote. I'm just double checking that I read/understood that correctly. There is NOTHING in the bylaws that says she does or doesn't have a vote. So my understanding as in RR book that she does have voting rights. 

 

CB2

[Hieu H. Huynh]

See FAQ #2.

[Joshua Katz]

If the ED is a member of the body that is meeting, then she has voting rights. But if the bylaws don't say anything, she doesn't have those rights as an ex-officio anything, she has them simply as a member.

[Guest Zev]

I'm a little bit puzzled about guest CB2's question. If a member of the association has become a director, how in the world did they become ex officio if not by way of election or appointment? Are we really talking about someone that became an ex officio director or are we talking about something else entirely? Please explain how this person became a director.

[Guest CB2]

The Executive Director is a member and has held several of the positions in the association.  She is a current member and has a contract as the executive Director, she is in every board meeting and in the bylaws states:  shall act as ex officio member of all committees. and shall perform all other functions assigned in these bylaws.

That is a portion in our bylaws. 

[jstackpo]

Let me rephrase Zev's question:

How did the ExecDir, who is a member of the Association, become a member of the Board (if indeed the ExexDir is a Board member). 

And in which body's meetings (Association or Board) has she been denied a vote?

 

[Guest CB2]

The Executive Director was first voted in as Membership Chair, then the Secretary and wen through all the chairs and has been on the board holding a position since 1997. Then was voted as Executive Director in  2010. She also holds the Budget and Finance committee along with being Treasurer. 

She was told  in 2010, so all these years she hasn't had a vote. Any and all board meeting she hasn't had a vote. 

[jstackpo]

I fear you didn't quite answer my question:  Does something in the bylaws (which is where it would have to be) clearly state that the ExecDir IS a member of the Board?

Can you quote the bylaws text that describes who is on the Board, please.

[Guest CB2]

In the bylaws under Board of Directors it states 21 members: 

Executive Director isn't listed 

[Joshua Katz]

From what I've seen, there's no ex-officio membership at issue here. It sounds to me like the ED happens to be a person who also holds a voting membership (in some body or another). If that's right, then the ED can vote, but the reason why has nothing to do with ex-officio membership; it's because the person who is the ED happens to also be a person who can vote. Conceivably, the next ED might not also have a membership, and so might not be able to vote (or attend without permission of the meeting body).

[jstackpo]

9 hours ago, Guest CB2 said:

In the bylaws under Board of Directors it states 21 members: 

Executive Director isn't listed 

Then, clearly, the ExecDir is NOT a member of the Board and has no voting rights at Board meetings.  Never has.  Indeed she may attend Board meetings only when invited to do so by the Board members - majority.  

She can attend and vote at regular association meetings since she is a member of the association.

[Dan Honemann]

On 9/7/2019 at 12:46 AM, Guest CB2 said:

So I was reading RR for something else and stumbled on Ex officio and it states they have a vote.

We have an Executive Director who is also a member of the Association. I'm shocked they told her she didn't have a vote. I'm just double checking that I read/understood that correctly. There is NOTHING in the bylaws that says she does or doesn't have a vote. So my understanding as in RR book that she does have voting rights. 

 

CB2

Do your bylaws say that your Executive Director shall be an ex-officio member of the Board? You tell us that your bylaws say that he or she shall be an ex-officio member of all committees, but what about the Board?

[Joshua Katz]

On 9/7/2019 at 6:04 AM, Guest CB2 said:

The Executive Director was first voted in as Membership Chair, then the Secretary and wen through all the chairs and has been on the board holding a position since 1997. Then was voted as Executive Director in  2010. She also holds the Budget and Finance committee along with being Treasurer. 

 

 

5 hours ago, jstackpo said:

Then, clearly, the ExecDir is NOT a member of the Board and has no voting rights at Board meetings.  Never has.  Indeed she may attend Board meetings only when invited to do so by the Board members - majority.  

 

That is not at all clear to me.

[Guest Zev]

OP CB2 tells us...

On ‎9‎/‎6‎/‎2019 at 9:46 PM, Guest CB2 said:

We have an Executive Director who is also a member of the Association.

...and...

On ‎9‎/‎7‎/‎2019 at 5:17 AM, Guest CB2 said:

The Executive Director is a member and has held several of the positions in the association.  She is a current member and has a contract as the executive Director,...

...and...

On ‎9‎/‎7‎/‎2019 at 6:04 AM, Guest CB2 said:

Then was voted as Executive Director in  2010.

...and...

15 hours ago, Guest CB2 said:

Executive Director isn't listed 

The only possibility I can think of is that the board created the board position of Executive Director, with no vote on the board, by way of resolution and without any bylaw stipulation as to the position or its duties and privileges.

And yet...

On ‎9‎/‎7‎/‎2019 at 5:17 AM, Guest CB2 said:

...and in the bylaws states:  shall act as ex officio member of all committees. and shall perform all other functions assigned in these bylaws.

This is what puzzles me. How can a person be considered an ex officio member of all committees and yet their position as Executive Director is not even mentioned in the bylaws? Something is definitely missing in this equation.

[Atul Kapur]

Since this thread is prompting so much discussion, I will note that a big part of the confusion stems from the fact that we are being given paraphrases of the bylaws, rather than a quotation of the entire section that applies to the Executive Director. Another large part comes from the fact we're getting the ED's history on the board piecemeal.

None of this discussion changes the fact that HHH's original answer to the original question is correct and, I had thought, complete.

[Guest CB2]

Okay, Just so I can get clarification, so that the Executive Director can vote if allow (this is what I thought when I read that section of the book)

I believe these are the sections you wanted to see. 

Section 5.10 Duties of Officers

E. Executive Director. Under the supervision and direction of the Board of Directors, the Executive Director shall be responsible for the day to day operations of the Association; shall attend all meetings of the Executive Committee and the Board of Directors; shall prepare reports for the President; Executive Committee and the Board of Directors as requested; shall act as an ex-officio of all committees; and shall perform all other functions assigned in these bylaws, or as may be assigned from time to time by the board of Directors or the Executive Committee or the President. The executive Director shall give bond for the faithful discharge of his/her duties in such sum and with surety or sureties; shall collect and keep an account of all monies received and expended for the use of the Association in the name of the Association in such depositories as shall be approved by the Board of Directors; shall make disbursements ad authorize the payment of accounts subject to the direction of the Board of Directors, or the Executive Committee, or as assigned by these bylaws. The funds, books, and vouchers in the hands of the Executive Director shall at all times ne subject to inspection,supervision,and control of the Board of Directors, the Executive Committee, an the President, and at the expiration of his/her term of office, the Executive Director shall turn over to his/her successor in office all books,monies and other properties in his/her possession.

Article VI Board of Directors

Sections 6.1 Composition

A. The Board of Directors shall be composed of a maximum of Twenty-two (22) members, to consist of all persons in the following classifications

1.  All four (4) elected officers of the Association (President,President Elect, Vice President, Secretary)
2. The retiring President of the Association
3. The Chairperson of the Qualifying and Examining Committee
4. The Membership Chairperson
5. The Scientific Program Chair person
6. Two (2) Re certification Chairperson
7. Five (5) members of the ------------- Association
8. Corporate Sponsorship Chair
9. Director of Communications
10. Three Board of Directors members
11. The ------------- Administrator
12. The Director of Inter-Professional Relations & Research

 

Thank you in advance and sorry to have caused any confusion,

CB2

     

Edited September 9, 2019 at 09:56 AM by Daniel H. Honemann

[Atul Kapur]

9 hours ago, Guest CB2 said:

shall act as an ex-officio of all committees

This applies to committees; the Board is not a committee, so the ED is not ex-officio a member of the Board. The bylaws say that the ED attends the meetings of the Board but does not appear to give them the right to speak*, move motions, or vote. If the ED also holds one of the 22 board positions then they have all the rights of membership by virtue of holdimg that other position (I think this is where the confusion is coming from, as it is not clear whether the executive director holds another board position currently or just did so in the past).

I believe tThe same applies to the Executive Committee which can be considered a "board within the board" rather than a committee, but I don't have the book in front of me.
[Edit: Found it, "The executive committee is thus in reality a “board within a board” and operates under the rules in this book applicable to boards rather than those applicable to committees." RONR 11th ed., p. 485, lines 14-17]

*most organizations I am involved with give the ED the right to speak by custom . Some put restrictions on that (eg: only at a certain point in the debate) but it's usually quite open.

Edited September 9, 2019 at 07:01 AM by Atul Kapur
As noted

[jstackpo]

As I read your excerpt (and provided there is NO OTHER mention of the ExecDir's rights, duties, responsibilities, &c) in your bylaws and other adopted rules), she is NOT a "Board member" with full membership rights of the Board...  She has to show up at the Board meetings (I presume this is a paid position) as part of her job requirements, but cannot vote.  (She is supervised by the Board, but is not a Board member herself.)

UNLESS, she is also holding one of the 12 positions described in the other excerpt, Section 6.1.  (She might have in the past, but that history isn't relevant now.)

Ultimately the interpretation of your bylaws is up to the general membership, not some (helpful-?) bunch of people participating in web page discussions.

[Josh Martin]

On 9/6/2019 at 11:46 PM, Guest CB2 said:

So I was reading RR for something else and stumbled on Ex officio and it states they have a vote.

We have an Executive Director who is also a member of the Association. I'm shocked they told her she didn't have a vote. I'm just double checking that I read/understood that correctly. There is NOTHING in the bylaws that says she does or doesn't have a vote. So my understanding as in RR book that she does have voting rights. 

Based on all of the facts provided, it appears that the Executive Director is also a member of the Association. She therefore has all the rights of membership, including the right to vote, at meetings of the Association.

It appears, however, that the Executive Director is not a member of the board, at least by virtue of her position as Executive Director. The position of Executive Director is not included in the list of board members.

Apparently, however, the Executive Director also holds (or has held) a number of other positions, specifically, that “she was first voted in as Membership Chair, then the Secretary and wen through all the chairs and has been on the board holding a position since 1997. Then was voted as Executive Director in  2010. She also holds the Budget and Finance committee along with being Treasurer.”

Neither the position of Budget and Finance Committee Chairman nor the position of Treasurer are listed as members of the board. The positions of Membership Chair and Secretary are listed as members of the board, as are several other Chairman positions (and apparently the Executive Director went through “all of the chairs” at some point), but my understanding is that these were positions which were held in the past, which has no relevance to her current status on the board. It may be, however, that there are other positions this person holds that we are not currently aware of.

In any event, the bylaws very clearly define those positions which are members of the board. Persons who currently hold one of those positions are members of the board, and persons who do not hold one of those positions are not. Unless some other provision of the bylaws states otherwise, all members of the board have the right to vote (except that the chairman perhaps should not vote due to the board’s size).

It appears that the bylaws provide, however, that the Executive Director is actually required to attend board meetings, and to give a number of reports to the board. So even if she is not a board member, she will at least attend board meetings (unless otherwise ordered), give her required reports, and speak at such other times as the board requires or permits.

Edited September 9, 2019 at 06:34 PM by Josh Martin