Ex-officio members of committees

[Wild Dunes]

Referring to 50:16 When the bylaws provide that the president shall be ex-officio a member of all committees . . . . . . , and he is not counted in determining the number  required for a quorum or whether a quorum is present at a meeting. 

Our situation - Our bylaws provide no such mandate. It is, however, general policy that the board president attend committee meetings, can participate in the discussions but does not vote.

Q1. As it is not in our bylaws, does 50:16 apply?

Q2. If 50:16 does not apply, would the president be considered in determining whether a quorum is present at a meeting.

Q3. Beyond clarifying per Q1 & Q2, we are overall concerned with having a quorum of board members (committee member, ex-officio president, nonmember as a guest) at a committee meeting and, if so, would that constitute a quorum of board members that would constitute a board meeting as we would be discussing business.

I'm in a learning phase. Thank you for your help.

[Richard Brown]

On 3/2/2022 at 1:59 PM, Wild Dunes said:

Referring to 50:16 When the bylaws provide that the president shall be ex-officio a member of all committees . . . . . . , and he is not counted in determining the number  required for a quorum or whether a quorum is present at a meeting. 

Our situation - Our bylaws provide no such mandate. It is, however, general policy that the board president attend committee meetings, can participate in the discussions but does not vote.

 

On 3/2/2022 at 1:59 PM, Wild Dunes said:

Q1. As it is not in our bylaws, does 50:16 apply?

No, it does not.  Your president is apparently not a member of any committees, ex-officio or otherwise, unless he is specifically named to them by the assembly or he appoints himself if he has that authority.

On 3/2/2022 at 1:59 PM, Wild Dunes said:

Q2. If 50:16 does not apply, would the president be considered in determining whether a quorum is present at a meeting.

No, he would not.

On 3/2/2022 at 1:59 PM, Wild Dunes said:

Q3. Beyond clarifying per Q1 & Q2, we are overall concerned with having a quorum of board members (committee member, ex-officio president, nonmember as a guest) at a committee meeting . . . .

Your question is a bit unclear, but only the true committee members count as to whether a quorum is present at a committee meeting. 

On 3/2/2022 at 1:59 PM, Wild Dunes said:

and, if so, would that constitute a quorum of board members that would constitute a board meeting as we would be discussing business.

No, such a gathering would not constitute a board meeting unless it was officially called as a board meeting.  It might be a gathering of board members, but that does not make it a board meeting.

[Josh Martin]

On 3/2/2022 at 1:59 PM, Wild Dunes said:

Q3. Beyond clarifying per Q1 & Q2, we are overall concerned with having a quorum of board members (committee member, ex-officio president, nonmember as a guest) at a committee meeting and, if so, would that constitute a quorum of board members that would constitute a board meeting as we would be discussing business.

Outside of the context of an actual board meeting (that is, a regular or properly called meeting of the board), whether a quorum of board members is present has absolutely no relevance so far as RONR is concerned. It certainly is not the case that the gathering magically transforms into a board meeting.

If the organization in question is one which is subject to some sort of "Open Meeting Law," then these issues may be relevant, but that is beyond the scope of RONR and this forum. If that is the concern, then such questions should be directed to an attorney.

Edited March 2, 2022 at 09:20 PM by Josh Martin

[Wild Dunes]

I need to clarify my earlier questions. I apologize for not being clear. 

Points:

1. Our board is made up of 9 members, making 5 a quorum. We are not subject to the Open Meeting Law.

2. While it involves our board, this is about committee meetings.

3. Our board president is not required by any of our governing documents to participate in any committee meetings. It is generally understood that the board president attends meetings as a matter of choice or as invited by the committee. He can provide input on issues and ask questions, but he does not vote as he is not a member of the committee, with the current exception: he is an actual member of one of our committees, something that we have not had happen in the past.

3. For example, we have a XXX Committee that has 7 members, 3 of whom are board members. Our board president attends this meeting as a non-member.

4. Our committees are open for all owners to attend.

If, in a committee meeting, we have 4 board members present (3 members + board president) and another board member, who is an owner, also attends, we then have 5 board members present, and 5 board members constitutes a quorum of our board. Does that board quorum apply to a committee meeting? Would it then be applied that a quorum of board members makes the meeting or gathering a board meeting? Is this then called a board meeting, which we could not hold because we have not followed the 3-day advance notice for one thing? Should we ask one board member to leave? What if the guest board member refuses to leave if asked?

Hope I've been a little clearer here. Thank you.

[Bruce Lages]

As far as I can tell, nothing in your latest post changes any of the answers you received above. In particular, you should read Mr. Martin's comments about board members in attendance at committee meetings again. As he has made clear, committee meetings can not become board meetings just because there is a number of board members present which would constitute a quorum for board meetings, whether they are committee members or not.

[Atul Kapur]

On 4/10/2022 at 9:01 PM, Wild Dunes said:

If, in a committee meeting, we have 4 board members present (3 members + board president) and another board member, who is an owner, also attends, we then have 5 board members present, and 5 board members constitutes a quorum of our board. Does that board quorum apply to a committee meeting? Would it then be applied that a quorum of board members makes the meeting or gathering a board meeting? Is this then called a board meeting

No. This is a committee meeting. It only has the authority/powers that are given to that committee. As Mr. Martin has said, just because 5 board members happen to be in the same room, that does not magically make it a board meeting. The five of them cannot take any actions as a board at the committee meeting.

More generally, it is not the case that any gathering of five board members becomes a board meeting. Unless they are at a properly called meeting of the board then they are just five people in one place and cannot take any actions as a board.

On 4/10/2022 at 9:01 PM, Wild Dunes said:

Should we ask one board member to leave?

There is no reason to do that.

On 4/10/2022 at 9:01 PM, Wild Dunes said:

What if the guest board member refuses to leave if asked?

You have told us that "4. Our committees are open for all owners to attend." If the "guest board member" is an owner, then they have the right to attend.

[Wild Dunes]

Thank you all for your help with this.