&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.

QQuESTION:

Our bylaws are silent on three matters: (1) whether or not our officers or board members must be members of the organization;

(2) whether or not officers are voting members of the board; and

(3) since there are two classes of members, voting and non-voting (that’s in the bylaws), whether or not non-voting members may hold office or be elected to the board of directors.

How does the organization navigate the election of officers and board members, given the silence on these matters?

ANSWER:

Addressing each question in turn:

(1) “In most societies it is usual to elect the officers from among the members; but … unless the bylaws provide otherwise, it is possible for an organization to choose its officers from outside its membership . ” [RONR (12th ed .) 47:2] Whether or not your officers are chosen from among your members is largely a matter of custom . However, if a particular office requires specific expertise—for example, you have a rather complex financial system and would prefer a professional treasurer—then an expert from outside the membership might be preferable . RONR does not prescribe any