Ex-officio members in an Executive Session

[Pastor Tim]

Our Board of Directors contains 34 elected members and 9 members who are ex-officio without vote.

If our Board were to go into Executive Session, should that include the ex-officio members?  

[J. J.]

Under RONR, ex officio members may vote.  Your bylaws would have to remove their ability.

Normally, non voting members cannot be in executive session as a matter of right, but it will depend on what your bylaws say about these ex officio members.  Could you quote it? 

[Pastor Tim]

Sure:

The District Moderator, Moderator-elect, Treasurer, Financial Secretary, District Executive Minister, Camp Director, Standing Committee Delegates, and any Church of the Brethren Mission and Ministry Board members residing within the District shall be ex-officio members without vote.

(***And because I've been asked about this before on this forum, we do have a national committee called "Standing Committee." 😀)

[J. J.]

On 6/5/2023 at 10:17 AM, Pastor Tim said:

Sure:

The District Moderator, Moderator-elect, Treasurer, Financial Secretary, District Executive Minister, Camp Director, Standing Committee Delegates, and any Church of the Brethren Mission and Ministry Board members residing within the District shall be ex-officio members without vote.

(***And because I've been asked about this before on this forum, we do have a national committee called "Standing Committee." 😀)

This is ultimately a bylaw interpretation question, so this will be left to the voting members.  I would say that under the wording, only voting members have a right to attend (1:4).  I will note that the voting members may invite anyone to attend an executive session. 

[Josh Martin]

On 6/5/2023 at 8:48 AM, Pastor Tim said:

Our Board of Directors contains 34 elected members and 9 members who are ex-officio without vote.

If our Board were to go into Executive Session, should that include the ex-officio members?  

 

On 6/5/2023 at 9:17 AM, Pastor Tim said:

Sure:

The District Moderator, Moderator-elect, Treasurer, Financial Secretary, District Executive Minister, Camp Director, Standing Committee Delegates, and any Church of the Brethren Mission and Ministry Board members residing within the District shall be ex-officio members without vote.

(***And because I've been asked about this before on this forum, we do have a national committee called "Standing Committee." 😀)

This is a question that, ultimately, the organization will have to answer for itself. In RONR, the world is neatly divided into members, who have all the rights of membership, and non-members, who have none of the rights of membership. When you start messing around with that neat divide, things get messy. RONR has no direct answer to what rights a non-voting member has. Unfortunately, many organizations do indeed create a "non-voting member" in their bylaws and give no further thought to this matter until it becomes a problem years later.

"A member of an assembly, in the parliamentary sense, as mentioned above, is a person entitled to full participation in its proceedings, that is, as explained in 3 and 4, the right to attend meetings, to make motions, to speak in debate, and to vote. No member can be individually deprived of these basic rights of membership—or of any basic rights concomitant to them, such as the right to make nominations or to give previous notice of a motion—except through disciplinary proceedings. Some organized societies define additional classes of “membership” that do not entail all of these rights. Whenever the term member is used in this book, it refers to full participating membership in the assembly unless otherwise specified. Such members are also described as “voting members” when it is necessary to make a distinction." RONR (12th ed.) 1:4

As a general matter, the initial question to ask is that when the organization created this category of quasi-members, was it the society's intent that they are true members of the assembly in question? If so, that would generally suggest that they have all rights of membership, except to the extent the organization's rules provide otherwise.

On the other hand, if the intent is that this category of persons are not true members of the assembly in question, but are some separate category, then this would suggest the reverse - that they only have such rights as are granted by the organization's rules.

In this connection, it may be helpful to read the Principles of Interpretation particularly Principles of Interpretation #6 and #8. See RONR (12th ed.) 56:68.

In regard to the particular question of attending an executive session, the rules on the subject of executive session add additional complications.

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting. When it is desired to similarly restrict attendance at a particular meeting without imposing any obligation of secrecy (or to remove a previously imposed restriction on attendance), this may also be done by majority vote (see also 61:6–7)." RONR (12th ed.) 9:25

The text notes that attendance is limited to members and others invited by the assembly or its rules. But as noted above, the term "member" in RONR refers "to full participating membership in the assembly unless otherwise specified." This would suggest that persons who are non-voting members do not have a right to attend meetings held in executive session, unless invited to do so by the assembly. But since this is ultimately a question of interpreting the organization's bylaws, this rule is not necessarily the last word on this matter.

In the long run, my advice would be to amend the bylaws to eliminate these non-voting members altogether and simply invite them to attend and participate in meetings as needed. In the alternative, it would at least be desirable to clarify what rights such persons do (and do not) have.

Edited June 5, 2023 at 02:39 PM by Josh Martin

[J. J.]

If we are discussing what could be in the bylaws, and the desire was to permit them to attend, the bylaws could be amended to read, "shall be ex-officio members, retaining all rights, except the right to vote."

[Atul Kapur]

Agreeing with others that this is a question of interpretation by the assembly, my interpretation is that they are members with all rights except the right to vote. This is based on Principle of Interpretation #6: "A ... limitation ... permits things of the same class that are not mentioned in the ... limitation and that are not evidently improper." RONR (12th ed.) 56:58(6).

In this case, the limitation is that these members do not have the right to vote. Other rights "of the same class" such as the right to attend meetings (1:4 as quoted by @Josh Martin above) are permitted under Principle of Interpretation #6.

[Gary Novosielski]

I agree that this is a matter that must be decided by the Membership. But I must agree with @Atul Kapurthat, since the bylaws call these people "members" and explicitly remove only the right to vote, this appears to me to mean that this is the only right that is being removed, and they retain all other rights of membership by default.   They obviously have the right to attend regular session meetings without that being stated.

Perhaps you could let us know whether the ex-officio members ever enter into discussion or make or second motions.