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qualifications for office, so any limitations on who is eligible to serve in a particular office would have to be in the bylaws as noted in the above reference .

(2) The composition of the executive board should be prescribed in the bylaws . RONR (12th ed .) 49:4-5 provide that, “If a society is to have an executive board, the bylaws should specify the number of board members and how they are to be determined, … . ” and “A society has no executive board, nor can its officers act as a board, except as the bylaws may provide … . ” Whenever the bylaws prescribe that an officer shall serve on the executive board, that officer is a member of the board and has full rights of membership on the board, including the right to vote, unless the bylaws specifically provide otherwise .

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(3) Membership in the organization is not a requirement to serve in office under the rules of RONR; therefore, a board may have members and/or officers who are not members of the organization if there are no prohibitions against it . If it is desired that only voting members of the organization shall be eligible to serve in office, then the bylaws should include a provision to that effect . Without such a provision, any individual can be elected to office .

Keep in mind that, as stated by RONR (12th ed .) 1:4, “A member of an assembly, in the parliamentary sense … is a person entitled to full participation in its proceedings … that is, the right to attend meetings, to make motions, to debate and to vote . ” It is not a right of a member to serve in office, and a nonmember is not prohibited from serving unless that requirement is noted in the bylaws . In any event, if the bylaws are not perfectly clear on the composition of the board, and if there is any doubt about who is eligible to serve and who has the right to vote on the board, the bylaws should be amended as soon as possible to correct this, in accordance with the will of the organization .

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