Must the bylaws specify who is considered an ex officio member of the board? If no ex officio members are defined, can you have them?

[Guest carolyn@pattersonkc.com]

By custom, former presidents of our club are considered ex-officio members of the board of directors and are allowed to attend board meetings including executive sessions. There is nothing in the club's bylaws that identifies past presidents as ex officio members of the board. Shouldn't they be defined in the bylaws as ex officio members with their privileges specifically stated?

[Josh Martin]

On 7/29/2023 at 10:12 AM, Guest *****@*****.tld said:

By custom, former presidents of our club are considered ex-officio members of the board of directors and are allowed to attend board meetings including executive sessions. There is nothing in the club's bylaws that identifies past presidents as ex officio members of the board. Shouldn't they be defined in the bylaws as ex officio members with their privileges specifically stated?

The membership of the board is specified in the bylaws, therefore the organization's custom that the "former presidents of our club are considered ex-officio members of the board of directors" is erroneous. The former presidents are not, in fact, ex officio members of the board unless so specified in the bylaws.

To the extent the organization wishes to have the former presidents be ex officio members of the board, this would have to be specified in the bylaws. I would strongly advise against this. Sometimes presidents are "former" presidents for good reason, and the organization may not wish for all former presidents to be on the board. It may also make the size of the board unwieldy over time. I would note that, unless the bylaws provide otherwise, ex officio members have all the rights of membership.

On the other hand, if the board simply wishes to extend privileges to former presidents at its discretion, and so long as there is no desire to extend full rights of membership to the former presidents (including the right to vote), this may be accomplished without amending the bylaws. The organization is free to permit former presidents to attend board meetings (even those held in executive session, if it chooses) by a majority vote. By a 2/3 vote, the rules could be suspended to permit former presidents to speak in debate and even to make motions, but the rules cannot be suspended so as to give nonmembers the right to vote.

Edited July 29, 2023 at 04:00 PM by Josh Martin

[Guest carolyn@pattersonkc.com]

Thank you very much for your thorough and prompt reply.

[puzzling]

Still puzzling can there be ex- officio mdmbers in general if they are not specified in the bylaws.

I think if ex officio members are not in the bylaws they cannot be there. A special rule of order or standing rule is not authority enough to call them into existence.

[Drake Savory]

Assuming ex-officio "members" do not have the full rights of membership such as have the right to attend meetings and debate but no other member rights then can it be done outside the bylaws?

[rulesasker]

On 7/30/2023 at 10:56 AM, Drake Savory said:

Assuming ex-officio "members" do not have the full rights of membership such as have the right to attend meetings and debate but no other member rights then can it be done outside the bylaws?

If you personally want to call a person an "ex-officio member," without conferring any rights upon them beyond what would be allowed of any other person, I suppose no one can stop you, though it might get confusing. From the perspective of your society membership is defined by the bylaws. But membership is not required to attend meetings or speak with the permission of the assembly (unless your bylaws say otherwise). So your society could adopt a standing rule "that former presidents have the right to attend meetings and speak in debate during meetings" without a bylaw change. But it could not adopt a standing rule "that former presidents are ex-officio members, without the right to vote" because membership is defined in the bylaws.

Edited July 30, 2023 at 05:49 PM by rulesasker

[Josh Martin]

On 7/30/2023 at 8:18 AM, puzzling said:

Still puzzling can there be ex- officio mdmbers in general if they are not specified in the bylaws.

I think if ex officio members are not in the bylaws they cannot be there. A special rule of order or standing rule is not authority enough to call them into existence.

The question raised by the OP specifically refers to ex-officio members of a Board of Directors. In that respect, I concur that "if ex officio members are not in the bylaws they cannot be there. A special rule of order or standing rule is not authority enough to call them into existence." The existence and membership of the Board of Directors can only be defined in the bylaws.

But as to the question of whether there can be ex-officio members in general without being specified in the bylaws, a lower-level rule would be sufficient in some circumstances. If a committee is established by a special rule of order or standing rule, for instance, as opposed to a provision in the bylaws, then that rule could also provide for ex-officio members of the committee.

On 7/30/2023 at 10:56 AM, Drake Savory said:

Assuming ex-officio "members" do not have the full rights of membership such as have the right to attend meetings and debate but no other member rights then can it be done outside the bylaws?

With respect to the creation of ex-officio members, see above.

An assembly may grant non-members certain privileges of membership (but not the right to vote), and this would not require a provision in the bylaws. I do not think it is correct to refer to such persons, however, as "ex-officio members."

Edited July 30, 2023 at 07:59 PM by Josh Martin

[Gary Novosielski]

On 7/30/2023 at 11:56 AM, Drake Savory said:

Assuming ex-officio "members" do not have the full rights of membership such as have the right to attend meetings and debate but no other member rights then can it be done outside the bylaws?

No.

The qualifications for board membership must be in the bylaws, and if there are to be certain kinds of members who do not have the right to vote, that must also be in the bylaws.

[Drake Savory]

That is why I put "members" specifically in quotes.  They would not be members with the right to vote or (in my example) make and second motions even if they were called that.

[Josh Martin]

On 7/30/2023 at 10:04 PM, Drake Savory said:

That is why I put "members" specifically in quotes.  They would not be members with the right to vote or (in my example) make and second motions even if they were called that.

Okay, but it is not accurate to call them "members" at all unless that is provided for in the document establishing the group - which in the case of the board, is the bylaws, and to nonetheless call them "members" is likely to lead to confusion.

Edited July 31, 2023 at 11:09 AM by Josh Martin

[Rob Elsman]

What little is said about members of an executive board ex officio can be found in RONR (12th ed.) 49:8, 9.  The bylaws about the composition of an executive board are discussed in RONR (12th ed.) 56:39.  If this society's bylaws set out the membership of the executive board, then Principle of Interpretation 4, RONR (12th ed.) 56:68, tells us that the list of members therein is exhaustive and any custom to the contrary must fall to the ground.

[Gary Novosielski]

On 7/30/2023 at 11:04 PM, Drake Savory said:

That is why I put "members" specifically in quotes.  They would not be members with the right to vote or (in my example) make and second motions even if they were called that.

I don't know what that accomplishes besides sowing confusion about what the word "member" means.  For example, ex-officio members do have the right to vote, make motions and enter into debate, and you're assuming these would not, so it looks like there's already some confusion about what ex-officio means.  Terminology is hard enough to manage in good weather.

(Sorry if there's repetition, this was stuck in the outbox.)

[Drake Savory]

On 7/31/2023 at 5:09 AM, Josh Martin said:

Okay, but it is not accurate to call them "members" at all

Totally agree.  I used that word based on the OP and that many organizations don't understand that ex-officio members are members and so they would probably use that term incorrectly.