Ex Officio member

[ConfusedandQuestioned]

We have a senior policy advisor, appointed by the president, who is not in the bylaws.  This person is expected to attend all exec board meeting and be apart of the discussions, however, the president states that person is not allowed to vote on issues.  I read where an ex officio member should be allowed to vote especially since they are a member of the organization.  Which is correct?

[rulesasker]

Do your bylaws allow your president to appoint an advisor? If not, he would simply be a guest with no right to vote. Even participation in discussion would be up to the assembly, not the president.

Ex officio simply means "by virtue of the office." So if your bylaws said that the person who held the office of "Senior Policy Advisor" is a member, then that person would simply be a member and would have the right to vote unless the bylaws said otherwise.

Edited July 26, 2023 at 06:48 PM by rulesasker

[ConfusedandQuestioned]

We do state in the bylaws that the president can appoint positions as deemed necessary.  So even though the specific position is not in the bylaws, the president can appoint people.  So if she expects that person at attend exec board meetings, then that person should be able to have a vote on the exec board.

What about an ad hoc committee chair?  they only attend steering committee meetings and report to the steering committee.  would they have a vote as well?

 

[Josh Martin]

On 7/26/2023 at 1:26 PM, ConfusedandQuestioned said:

We have a senior policy advisor, appointed by the president, who is not in the bylaws.  This person is expected to attend all exec board meeting and be apart of the discussions, however, the president states that person is not allowed to vote on issues.  I read where an ex officio member should be allowed to vote especially since they are a member of the organization.  Which is correct?

I concur that an ex-officio member of the board is allowed to vote, unless the bylaws provide otherwise (see FAQ #2), but I question whether this person is, in fact, an "ex-officio member." You say that this person "is not in the bylaws."

The fact that a person is "is expected to attend all exec board meeting and be apart of the discussions," in and of itself, does not make that person a member of the board. If this person is not a member of the board, then this person does not have a vote.

On 7/26/2023 at 2:08 PM, ConfusedandQuestioned said:

We do state in the bylaws that the president can appoint positions as deemed necessary.  So even though the specific position is not in the bylaws, the president can appoint people.

Okay, but do the bylaws provide that these appointed positions are members of the board?

On 7/26/2023 at 2:08 PM, ConfusedandQuestioned said:

So if she expects that person at attend exec board meetings, then that person should be able to have a vote on the exec board.

No, this is not correct. If she is a member of the board (ex-officio or otherwise), she has a vote. If she is not a member of the board, she does not have a vote.

It is not unusual to expect persons who are not members of a board to attend board meetings. The fact that a person is expected to attend meetings, in and of itself, does not mean that person has a vote. Many organizations, for example, will provide that certain employees shall attend board meetings, but that doesn't make them board members.

On 7/26/2023 at 2:08 PM, ConfusedandQuestioned said:

What about an ad hoc committee chair?  they only attend steering committee meetings and report to the steering committee.  would they have a vote as well?

If they are members of the Steering Committee, they have a vote. If not, they don't.

So I suppose it depends on what your rules say concerning membership of the Steering Committee.

Edited July 26, 2023 at 07:14 PM by Josh Martin

[rulesasker]

On 7/26/2023 at 2:08 PM, ConfusedandQuestioned said:

We do state in the bylaws that the president can appoint positions as deemed necessary.

It might be easiest to provide exactly what your bylaws say about the president appointing "positions". It would be unusual to allow the president to appoint people to membership on a board unilaterally.

[Josh Martin]

On 7/26/2023 at 2:17 PM, rulesasker said:

It might be easiest to provide exactly what your bylaws say about the president appointing "positions". It would be unusual to allow the president to appoint people to membership on a board unilaterally.

Oh, I don't know. Many organizations provide, for example, that chairs of standing committees shall serve on the board, and provide that the President shall appoint committees.

It would seem unusual to allow the President to appoint an unlimited number of people to the board, as opposed to a specified set of positions.

[ConfusedandQuestioned]

ARTICLE VII: EXECUTIVE COMMITTEE

Section 1. The officers of the organization shall be the President, President-elect, three (3) Vice Presidents (VP for Policy, VP for Membership, and VP for Community Affairs), Secretary, Treasurer, Member-at-Large, and Immediate Past President. Members in good standing of the organization shall elect all officers. The Officers shall constitute the Executive Committee.

Section 2. Officer Responsibilities:

1. President:Shall remain informed of all issues, statutes, and concerns facing members. The President shall be the chief executive officer and spokesperson for the organization. The President shall call meetings, set the calendar for the upcoming year no later than last business day in December (including quarterly Steering Committee and no less than bimonthly Executive Committee meetings), set agendas for Executive and Steering Committee meetings, chair meetings, be a co-signer of all bank accounts, and ensure that the Strategic Plan is current. Additionally, the President shall serve on all standing committees as an ad hoc member and appoint positions, as deemed necessary, to assist in achieving the mission of the organization.

So it doesn't really state much about the people she can appoint and their rights.

[rulesasker]

Yep. Nothing really stops her from calling someone her "Senior Policy Advisor" and inviting them to meetings, though their presence and right to speak is under the control of the Exec Comm.

[Gary Novosielski]

On 7/26/2023 at 2:26 PM, ConfusedandQuestioned said:

We have a senior policy advisor, appointed by the president, who is not in the bylaws.  This person is expected to attend all exec board meeting and be apart of the discussions, however, the president states that person is not allowed to vote on issues.  I read where an ex officio member should be allowed to vote especially since they are a member of the organization.  Which is correct?

It is not correct that an ex-officio member can vote because they are a member of the organization, but rather because they are a member of the body that they are an ex-officio member of.   But in any case, this person does not seem to be an ex-officio member, since he is straight-up appointed by the president.  Ex-officio members are members automatically on account of some other office that they hold.

But if this is a board meeting, then only members of the board can vote.  The bylaws will say who is a member of the board, and how they got to be that way.  Typically it's an election by the membership.  If this policy advisor is not listed in the bylaws, I don't see why he would be a member of the board.  In fact, I would first question whether the president is allowed to appoint "advisors" to the board in the first place.  Can you shed any light on where this power is claimed to come from?  Invitations to meetings should originate from the body that's meeting, not from the president.

[Josh Martin]

On 7/26/2023 at 2:36 PM, ConfusedandQuestioned said:

ARTICLE VII: EXECUTIVE COMMITTEE

Section 1. The officers of the organization shall be the President, President-elect, three (3) Vice Presidents (VP for Policy, VP for Membership, and VP for Community Affairs), Secretary, Treasurer, Member-at-Large, and Immediate Past President. Members in good standing of the organization shall elect all officers. The Officers shall constitute the Executive Committee.

Section 2. Officer Responsibilities:

1. President:Shall remain informed of all issues, statutes, and concerns facing members. The President shall be the chief executive officer and spokesperson for the organization. The President shall call meetings, set the calendar for the upcoming year no later than last business day in December (including quarterly Steering Committee and no less than bimonthly Executive Committee meetings), set agendas for Executive and Steering Committee meetings, chair meetings, be a co-signer of all bank accounts, and ensure that the Strategic Plan is current. Additionally, the President shall serve on all standing committees as an ad hoc member and appoint positions, as deemed necessary, to assist in achieving the mission of the organization.

So it doesn't really state much about the people she can appoint and their rights.

Based on these additional facts, it seems to me it is quite clear that the only people who are members of the Executive Committee are the "President, President-elect, three (3) Vice Presidents (VP for Policy, VP for Membership, and VP for Community Affairs), Secretary, Treasurer, Member-at-Large, and Immediate Past President." The bylaws quite clearly state that these persons are the "officers of the organization" and that the "officers shall constitute the executive committee."

So while the President is free to "appoint positions, as deemed necessary, to assist in achieving the mission of the organization," those persons are not members of the Executive Committee, ex-officio or otherwise, and have no right to vote at meetings of the Executive Committee. Technically, these persons have no rights at all with respect to Executive Committee, but they may be permitted to attend and speak at Executive Committee meetings, at the discretion of the Executive Committee. They may not, however, be permitted to vote.

I don't have an answer to your question about the membership of the Steering Committee, because what the bylaws say concerning the Steering Committee has not been provided.

Edited July 26, 2023 at 08:40 PM by Josh Martin