SandyG Posted December 28, 2019 at 04:08 AM Report Share Posted December 28, 2019 at 04:08 AM How does an organization "make" someone an ex-officio officer? I've read they are not elected or appointed. If there is no mention of an ex-officio position in the Bylaws, can the Board of Directors just agree? Specifically, we recently lost our secretary and have a candidate to replace her. Due to our process, the voting is not until May. The candidate was previously secretary for numerous years, so she has the experience and knowledge. She is also an assistant treasurer, although not a board position. Can she become an ex-officio secretary? And if so, how? Quote Link to comment Share on other sites More sharing options...
Weldon Merritt Posted December 28, 2019 at 05:35 AM Report Share Posted December 28, 2019 at 05:35 AM (edited) You seem to misunderstand the meaning of ex-officio. It means that a person holds one position (B) by virtue of holding another specified postion (A). So whoever is A also is B, ex-officio. The most common example is where the bylaws specify that the president is ex officio a member of every committee (usually with an exception or two). No one is ex-officio anything unless the ex-officio position is created by the bylaws. So no, the board cannot make someone an ex-offico secretary. What the board can do is elect a secretary pro tem for each meeting until the vacancy in the office can be filled properly. The secretary pro tem would perform the duties of the secretary in connection with the meeting, but would not acquire any of the secretary's rights (if any). For example, the secretary pro tem would not have a vote on any matter before the board (unless, of course, one of the officers is elected secretary pro tem, but then that officer would be voting in his or her capacity as an officer and not as secretary pro tem). Edited December 28, 2019 at 03:57 PM by Weldon Merritt Correct Typos. Quote Link to comment Share on other sites More sharing options...
SandyG Posted December 28, 2019 at 01:35 PM Author Report Share Posted December 28, 2019 at 01:35 PM Understood. Thank you. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted December 28, 2019 at 07:46 PM Report Share Posted December 28, 2019 at 07:46 PM I agree with Mr. Merritt. It may well be that the secretary pro tem can be chosen by way of a unanimous consent request at the beginning of each board meeting without having to go through the formalities of an election. Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted December 29, 2019 at 06:04 PM Report Share Posted December 29, 2019 at 06:04 PM On 12/27/2019 at 11:08 PM, Gene1948 said: Specifically, we recently lost our secretary and have a candidate to replace her. Due to our process, the voting is not until May. I'm somewhat confused by this statement. Is the voting not until May because that is the time of your regular elections? It would be surprising if your organization didn't have a vacancy-filling procedure in its bylaws, which should certainly allow you to fill a vacancy in a much shorter time frame than from now until May. Have you looked for such a procedure? If you don't have a vacancy-filling procedure in your rules, and RONR is your parliamentary authority, it provides such a procedure for you, which can be found on pp. 467-468. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted December 29, 2019 at 06:53 PM Report Share Posted December 29, 2019 at 06:53 PM (edited) On 12/27/2019 at 10:08 PM, Gene1948 said: . . . Specifically, we recently lost our secretary and have a candidate to replace her. Due to our process, the voting is not until May. Agreeing with Bruce Lages, I don’t understand why you need to wait until April May to fill the vacancy. Can you explain to us why you must wait until April? Edited December 29, 2019 at 09:28 PM by Richard Brown Changed April to May. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted December 29, 2019 at 08:29 PM Report Share Posted December 29, 2019 at 08:29 PM I'm guessing the secretary of the general membership assembly is secretary ex officio of the executive board, and the next regular meeting of the general membership assembly will occur in April. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted December 29, 2019 at 09:23 PM Report Share Posted December 29, 2019 at 09:23 PM (edited) 1 hour ago, Rob Elsman said: I'm guessing the secretary of the general membership assembly is secretary ex officio of the executive board, and the next regular meeting of the general membership assembly will occur in April. This may be, but it still does not explain why Gene 1948 believes his society must wait five months until April May to fill the vacancy. I'm waiting for his explanation before jumping to conclusions. As RONR says on pages 467-468 regarding filling vacancies: The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. For particular vacancies, see page 457, lines 22–30 [page 468] (president-elect), page 458, lines 7–18, and page 575, lines 6–17 (president and vice-presidents). See also page 177 (vacancies in a committee). Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise. Agreeing with Mr. Lages, It would strike me as being very odd (but not impossible) if this society MUST wait until the April May meeting to fill the vacancy. I'm willing to bet that either the Board has the authority to fill the vacancy or a special election can be held before May for the purpose of filling the vacancy. Edited December 29, 2019 at 09:34 PM by Richard Brown Reworded the first sentence and changed April to May in the forst and last paragraphs and added last sentence. Quote Link to comment Share on other sites More sharing options...
SandyG Posted January 10, 2020 at 09:33 PM Author Report Share Posted January 10, 2020 at 09:33 PM My apologies for the delay. I thought I would receive some sort of notification that the discussion continued. Lesson learned. I only came back to ask another questions. Before doing so, Our Bylaws do address how to fill a vacancy. An article must appear in our monthly newsletter that there is a vacancy and candidates will be taken from the floor at the next general meeting that is not scheduled until March 2020. If more than one candidate is nominated, a vote will take place at the following general meeting that is not scheduled until May 2020. Thus the wait. At the very best, the board could vote to conduct a special meeting for voting, but that's a different subject. Richard Brown, the secretary of the general membership is also a member of the Executive Board. No need for ex officio. In this case, the secretary is only pro tem. I'll submit my next question under separate cover since my response is so late. Quote Link to comment Share on other sites More sharing options...
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