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Ex-officio on BOD role


Guest Diane

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As an accommodation and largely as a vote of respect to two long-standing Board members of our club, the Board of Directors of our club voted them "ex-officio" members of the Board.

That was several years ago and since then they have been copied on BOD emails of Board business, but neither have attended meetings. There is nothing in the By-laws even mentioning anything about an "ex-officio" role.

Now we are involved in a very large project that one of these "ex-officio" is dead against, even though the membership voted in favor of it and it is proceding. Both he and his wife wrote a very hateful and insulting letter to the Board, and only one current Director (of 9 total) supports them and continues to copy them on all Board emails.

This current Director has proclaimed that ex-officio have all privileges of full Director roles, including voting. I disagree. What are the rights of an ex-officio? Obviously we are sloppy in not outlining what those roles are in the By-laws. Also, does that mean we have 11 Directors, even though our By-laws say we should only have 9?

This is tearing us up.

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As an accommodation and largely as a vote of respect to two long-standing Board members of our club, the Board of Directors of our club voted them "ex-officio" members of the Board.

...

There is nothing in the By-laws even mentioning anything about an "ex-officio" role.

Then you have no such creatures.

You've wasted these years informing non-board-members of board-related matters.

What a waste!

Also, does that mean we have 11 Directors, even though our By-laws say we should only have 9?

No.

The bylaws are SUPERIOR to your spontaneous act of creating ex offcio board members out of thin air.

You cannot spontaneously override your bylaws, unless of course you AMEND your bylaws so.

The "ex officio" people are nothing.

And they never were.

Your bylaws say so.

They got a free ride of board goodies, but never should have.

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What are the rights of an ex-officio?

The same as any other member. But you don't have any ex-officio members at the moment so you don't have to worry about that. Also, I don't think your board understands the term "ex-officio" if it thought it would "vote" people in as ex-officio members. An ex-officio member is someone who is a member because of some other position he holds. See FAQ #2.

Also, does that mean we have 11 Directors, even though our By-laws say we should only have 9?

No, you have nine directors. The motion to appoint these individuals as directors was null and void as it conflicted with the Bylaws.

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