What happens when committee has an odd number of members (by design) but President is ex officio member

[Nancy Los]

So, I have an organization where the President of the organization is an ex officio member of all committees of the organization.  As I understand it, since it is quiet as to whether this person has a voting right or not, it is assumed that the President has a voting right on all the committees.    I also believe that the President does not actually need to attend the committees and therefore they should not be counted to determine quorum.  

Here are my questions.    For one standing committee, the bylaws state that the committee should consist of five Board of Director members who volunteer to be on the committee and are approved by the Board.    I think the design was to have an odd number on the committee but the rules are silent to that issue.    As for the President, unless he "volunteers" to be on the committee and then approved to be on the committee by the Executive Board as one of the three, then I think he is a fourth member of the committee.  I understand that he has the right to vote.  Is there an exception to the fact that the President's vote could result in 3 to 3 votes when the committee was designed to be an odd number?  

One other thought I have is whether the President is a member of all committees unless the bylaws provide for something else.  For example, in this case, the bylaws clearly provide the that President shall serve "ex officio member of all committees..."   But the bylaws also provide that "the committee (in question) shall conduct the business of the reasons the committee exists.  The committee shall have five members and they will be approved by the Board."  The bylaws state that the committee will "consist of five members." 

Does that language limit the President from serving on the committee in light of the fact the bylaws prescribe the manner in which members will serve on the committee and expressly limits the number of members to five?   

Thanks. 

[Joshua Katz]

I think the key here is to question your assumption that there's something wrong with having an even number of people on committees. When a vote is x-x, the motion simply fails. There's no need to break a tie, no state of limbo, it fails just as much as it would if it were 2-3. 

[Richard Brown]

On 11/13/2021 at 1:12 PM, Nancy Los said:

The bylaws state that the committee will "consist of five members." 

Does that language limit the President from serving on the committee in light of the fact the bylaws prescribe the manner in which members will serve on the committee and expressly limits the number of members to five?   

No. In cases where the president is ex officio a member of all committees, he may attend meetings and participate just like the other members, but he is not considered a regular member of the committee and is not counted for quorum purposes. If the committee has five regular members and the president attend a meeting, then the committee has, for all practical purposes, six members at that meeting.

Ask Mr. Katz explained, that is not a problem as a motion fails on a tie vote.

Edited to add: if instead of saying the president shall be a member ex officio of all committees, the bylaws say “the president shall be ex officio a member of the Thanksgiving dinner committee“, then, since the language refers to a specific committee, he would be considered one of the five members if the bylaws specify that the committee shall have five members.

Edited November 16, 2021 at 02:38 AM by Richard Brown
Added last paragraph