&Questions Answers

The intent of this column is to provide general answers or advice (not formal, official opinions) about the questions asked . The answers are based on the most recent edition of Robert’s Rules of Order Newly Revised, unless otherwise indicated, and do not take into account such governing authorities as statutes, bylaws, adopted special rules of order, other parliamentary authorities, or earlier editions, except as specifically mentioned .

The abbreviations used in these questions and answers are explained in National Parliamentarian Vol . 83, No . 1, Fall 2021, p . 18 .

Questions should be emailed to npquestions@nap2.org.

If the bylaws say non-voting ex-officio members can attend meetings but are not counted toward the quorum, are they allowed to make motions and speak in debate?

ANSwER:

An ex-officio member of a board is a “full-fledged board member with all the accompanying rights” [RONR (12th ed) 47:3] . Further, if the ex-officio member “is under the authority of the society (that is, if he is a member, an employee, or an elected or appointed officer of the society), there is no distinction between him and the other board members . If the ex-officio member is not under the authority of the society, he has all the privileges of board membership, including the right to make motions and to vote, but none of the obligations …” [RONR (12th ed .) 49:8] . And finally, “The rules affecting ex-officio members of committees are the same applying to ex-officio members of boards . ” See RONR (12th ed .) 50:16 .

Consequently, a non-voting ex-officio member would still be allowed to make motions and speak in debate, since the bylaws only state that they are non-voting and not counted toward the quorum . If further restrictions are desired, such as to prohibit these non-voting ex-officio members from making motions, those would need to be placed in the bylaws .

It should be noted that an ex-officio board or committee member who is not under the authority of the society, e .g . a person who