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Jason Griffey's picture

Can Ex Officio Board members be liaisons?

Here's a quick analysis question for the group! Take a look at the bylaws re: Board liaisons to committees, specifically the Parliamentarian (Chair of bylaws, ie: me). At the Board Meeting at ALA Annual 2013, when the discussion of liaisons to committees came up, I remarked that, if Cindi were interested, that the bylaws allowed ex officio members of the Board to act as liaisons as well, even though this had not been past practice. 

After the fact, there was a question about whether or not that was the case, as someone interpreted the "..shall..." phrase in the description of the Parliamentarian as a limitation on that member's power on the Board, and not as a descriptor or enabling phrase. Thus rendering the role of liaison not available to the Parliamentarian.

SO! Your logical analysis question of the day is: Can the Parliamentarian be a Committee Liaison to the Board? Can other ex officio members of the board be liaisons? 

Show your work.

Jason

Andrea Mullarkey's picture

I see no explicit limitation on an ex officio member of the board serving as liaison to a committee.

In my experience of the word shall, it is not a limit on what a party may do, but rather only a limit on what the party may not do. So in this case it is clear from Bylaws Art. 5 Sec. 1 you are required to advise on parliamentary procedure, though it remains silent as to what other actions and roles you may take.

The more relevant section in my view is Article VII, Section 1(d) which uses only permissive language when addressing the role of liaisons: "A Board member may be appointed by the president to serve as liaison to a committee to ensure communication between the board and that committee."

This language (may) makes clear that it is not necessary that there even be a liaison. In a situation where a liaison is not required it is unclear why there would be a limitation on who may fill that role.

I do see a potential argument that as Parliamentarian, ex-officio Board Member and Chair of B&O a person who was intended to serve a neutral role within the organization may gain more power than is wise. However, at that point it would be the prerogative of the President to simply revoke your appointment and leave the position of liaison unfilled or appoint another Board Member to fill it.

The only argument I could make that it would not be appropriate for an ex officio board member to take on a liaison role in the first place comes from the definition of the word "ex officio" itself.

As defined at http://thelawdictionary.org/ex-officio/ (sorry, I no longer keep a law dictionary at home) ex officio means:

"From office; by virtue of the office; without any other warrant or appointment than that resulting from the holding of a particular office. Powers may be exercised by an officer which are not specifically conferred upon him, but are necessarily implied in his office; these are ex officio. Thus, a judge has ex officio the powers of a conservator of the peace. Courts are bound to notice public statutes judicially and ex officio.

What this tells me is that ex officio Board Members are a very special kind of Board Member who is not elected or appointed and happen only to be there because they have some other position. But I would say that acting as liaison to your own committee is exactly the kind of power "necessarily implied in (your) office" as in the definition. Still, reasonable minds can differ.

Though if you're in the market for my recommendation of the safest course, I would say the safest course would be for Cindi simply not to appoint a liaison for this committee and rely on informal communication from the committee chair. Yes, that is kind of silly and seems like the exact kind of silliness Sturgis recommends we use statutory interpretation to stay away from.

So bottom line, I see no impediment to you holding the role of liaison to this committee. (Liaison to another committee would seem another matter.)

 

Jason Griffey's picture

Can you say more about your thoughts re: liaison to another committee? It is explicitly this situation that is in question (I agree with everything else you said, am curious where this goes). 

To be clear, since why not: I have for the past 3 years served as liaison to the Program Planning Committee, as I was previously chair of said committee. It is a particularly complicated committee vis a vis deadlines and activities, and the question was whether I could continue as liaison as I move from my previous role as Director into the ex officio role I now hold. 

This is an interpretive issue, clearly. It's not clearly defined and I'm most concerned with the issues of balance and limitations on power (which you pointed out above). I've no interest in anything other than well-running division, but I would prefer to not set a precedent that was abusable in the future. :-)

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Andrea Mullarkey's picture

The reason why I would think serving as liaison to a committee other than the one which gives rise to your ex officio status might be different is because of the balance and limitations on power issues. I think we are all loathe to set precedents that will be abusable in the future.

That said, our Bylaws do not clearly exempt ex officio members of the Board from fulfilling this kind of role. And in the absence of a statement in the Bylaws it is appropriate to look to Sturgis which says of ex officio committee members (the term does not appear in the section on Boards): “Unless the organization's governing documents provide otherwise, an ex officio member has all the rights, responsibilities, and duties of other members of the committee, including the right to vote. The ex officio member is a full-fledged working member of a committee and is counted in determining the quorum. Anyone who is not expected to be a regular working member of the committee should be designated as an advisory or consultant member instead of being given ex officio status." (p. 190)

Given that I am persuaded that it would be permissible for ex officio members of the Board to take on any role that any other board member is eligible for unless and until the Bylaws say otherwise (as with voting) including that of liaison to a committee.

Maribeth Manoff's picture

I don't see anything in the Bylaws that would forbid an ex-officio member from being a liaison. I do think that in practice it needs to be considered whether it would be advisable.

 

-- Maribeth

Mark Dehmlow's picture

Sorry for the radio silence.  I think Andrea and Maribeth summed the conversation well ... especially Andrea's deep dive.  I don't have anything to add.

 

Mark