rbk Posted January 29, 2022 at 09:12 PM Report Share Posted January 29, 2022 at 09:12 PM Is a nonvoting (ex officio) board member allowed to make motions at board meetings for voting members to consider? I see nothing in our bylaws that would prohibit doing so. Quote Link to comment Share on other sites More sharing options...
rbk Posted January 29, 2022 at 10:18 PM Author Report Share Posted January 29, 2022 at 10:18 PM On 1/29/2022 at 4:12 PM, rbk said: Is a nonvoting (ex officio) board member allowed to make motions at board meetings for voting members to consider? I see nothing in our bylaws that would prohibit doing so. Clarification to my original question: Your FAQ says that an "ex-officio member... has all of the rights and privileges of membership, including the right to vote. [RONR (12th ed.) 49:8–9, 50:16.]" However in my organization, our bylaws prohibit ex-officio members from voting. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted January 29, 2022 at 10:42 PM Report Share Posted January 29, 2022 at 10:42 PM To back up a moment, an ex officio member of a board is a person whose service on the board arises, not from being individually chosen to be placed on the board, but as a consequence of some other position that person holds. In your organization, though, such people are not members in the RONR sense, in that they lack one of the key defining characteristics of a member: the ability to vote. So your question comes down to whether such a person loses other rights of membership, too. To which the most honest answer is: we don't know. Your organization came up with the rule, and it will need to interpret it. However, what do your bylaws say about these people? In particular, you've told us they say these officers may not vote. What's the language they use for that? And what is the language creating their positions in the first place? With that, we may have some advice, with the warning that only your organization can interpret its own bylaws. Quote Link to comment Share on other sites More sharing options...
rbk Posted January 30, 2022 at 02:23 AM Author Report Share Posted January 30, 2022 at 02:23 AM This is the relevant section of our bylaws: 4.1. Composition of the Board of Trustees There shall be a Board of Trustees consisting of ten (10) members, seven (7) of which shall have voting privileges. Six (6) of the voting members shall be Trustees elected to serve three-year terms, or until their successors have been duly elected. The seventh voting member shall be the President, who shall act as Chair of the Board of Trustees. The Vice President, Secretary, and Treasurer shall sit as nonvoting, ex-officio members of the Board of Trustees unless duly elected as Trustees. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted January 30, 2022 at 12:07 PM Report Share Posted January 30, 2022 at 12:07 PM On 1/29/2022 at 9:23 PM, rbk said: The Vice President, Secretary, and Treasurer shall sit as nonvoting, ex-officio members of the Board of Trustees unless duly elected as Trustees. Personally, if this is all that is said, I would say (but my opinion isn't worth much as I'm not a member) that they would have all rights of membership, including the right to make motions, other than the ones they explicitly do not have, i.e. voting. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted January 30, 2022 at 10:48 PM Report Share Posted January 30, 2022 at 10:48 PM I agree with the last post by Mr. Katz. It is ultimately up to your members to interpret your own bylaws, but that is my interpretation. Quote Link to comment Share on other sites More sharing options...
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