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Can Ex Officio Director make a motion?


Guest Mike Wagoner

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Organization's Bylaws allow for Ex Officio Directors to seve as non-voting members of the Board. In this case, could an Ex Officio member make/second a motion?

See FAQ #2.

As far as RONR is concerned, an ex-officio member is as much a member as any other member. Your rules apparently vary and you'll have to figure out what they mean.

That said, I think most here would say that, if only the right to vote is removed, all other rights remain.

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See FAQ #2.

As far as RONR is concerned, an ex-officio member is as much a member as any other member. Your rules apparently vary and you'll have to figure out what they mean.

That said, I think most here would say that, if only the right to vote is removed, all other rights remain.

I'm one who has been known to argue that the right of membership in an assembly (in this case the board) is not enjoyed by members of the society who are not voting members in good standing. [p. 6]

But that argument would not hold up here for two reasons. There's nothing in this setup that impugns the "goodness" of their standing, and they are explicitly stated to "members" of the board, albeit non-voting ones. So I'd agree that if that is the only right denied, the other rights of being a board member remain.

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Organization's Bylaws allow for Ex Officio Directors to seve as non-voting members of the Board. In this case, could an Ex Officio member make/second a motion?

How are these "ex-officio" directors defined in the bylaws? What organization (or entity) selects such persons as "ex-officio" directors? The bylaws should define this very clearly.

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Organization's bylaws allow for ex officio Directors to seve as non-voting members of the Board.

Beware.

Under Robert's Rules of Order, a person who sits in an ex officio capacity is a FULLY-EMPOWERED member of that body.

There is nothing in RONR 10th edition which implies that an ex officio member of a given board or committee cannot vote.

If you have bylaws which say otherwise, then an interpretation will be necessary.

What is the exact language of your bylaw?

Are you mis-using the term "ex officio" as implying "former officers"?

In this case, could an Ex Officio member make/second a motion?

Under Robert's Rules of Order? YES.

Do you have a customized rule which says otherwise?

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No one selects ex-officio directors. An ex-officio director, by definition, is automatically a director because he holds some other office. See FAQ #2.

Of course someone selects them. First, the organization's bylaws defines ex-officio directors. Then, whoever or whatever selects that person for that office makes such a selection.

If the Board of the XYZ society defines the President of the US as an ex-officio board member, then the election for President selects the ex-officio board member (President of US). Or, if the board of the Catholic such-and such society defines the Archbishop of NY as an ex-officio board member, then it is the Pope who makes the selection. And so on.

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Of course someone selects them. First, the organization's bylaws defines ex-officio directors. Then, whoever or whatever selects that person for that office makes such a selection.

If the Board of the XYZ society defines the President of the US as an ex-officio board member, then the election for President selects the ex-officio board member (President of US). Or, if the board of the Catholic such-and such society defines the Archbishop of NY as an ex-officio board member, then it is the Pope who makes the selection. And so on.

Fair enough. The term "ex-officio" is frequently misunderstood, so I wished to make sure you were applying it correctly. :)

I recall a thread not long ago were the poster said that the board "elected an ex-officio director" or some such nonsense (and it became clear from the subsequent discussion that the poster was not speaking of the indirect selection you are speaking of).

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  • 3 years later...

It seems to be that the better interpretation (absent an explicit provision about voting of ex-officio members making motions) would be that members enjoy all privileges of the office unless explicitly removed.  This interpretation would seem to mesh with the general principle that all members enjoy all of the "privileges" of membership in an assembly unless such privileges such as voting, making motions, speaking as a board members are removed by a specific rule.  

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Just a heads-up.   Since this thread was started nearly four years ago, California and several other states amended their nonprofit corporation codes to prohibit designation of "non-voting" directors, ex officio or otherwise.  If you are a director, you have a vote -- period.  This cannot be altered by the bylaws.  If  any of the earlier posters work with non-profit corporations, they should check the law in their state if they have not done so recently.

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Just a heads-up.   Since this thread was started nearly four years ago, California and several other states amended their nonprofit corporation codes to prohibit designation of "non-voting" directors, ex officio or otherwise.  If you are a director, you have a vote -- period.  This cannot be altered by the bylaws.  If  any of the earlier posters work with non-profit corporations, they should check the law in their state if they have not done so recently.

I suppose "nonvoting directors have been found by the State of California to cause cancer."

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As previously stated in another thread, while it is perfectly okay to note in this Forum that there may be applicable law relating to a particular question and that applicable law takes precedence to the extent of any conflict, no effort should be made to state what the law is on any subject in any particular jurisdiction, and posts which do so are apt to be deleted.

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