We were recently asked whether a co-opted member would/should have voting rights in the committee to which they were co-opted.

Our immediate instinct was that if the person was good enough to be considered worth having on the committee, then their vote was also worth having!  However, the question got us thinking about the whole business.   

Firstly, in considering the subject of co-option, we would check that the constitution, deed, or rules of the body (“rules” for simplicity) permitted co-option. A well-defined founding document should (if allowed) spell out the powers of co-option. If the document is silent on the matter, then it is commonly felt that the committee/board can co-opt. This view is not widely held and legal decisions have supported the view that co-option outside of specified power to co-opt is unconstitutional.

 So, assuming that the rules allow co-option, they will often spell out who can be co-opted and the circumstances pertaining. For example, if a vacancy arises during the term of a committee co-option may be allowed to fill the vacancy and this will probably be until the next general meeting at which the appointment may be ratified or cancelled. 

Unless the rules state otherwise, a co-opted member will have full speaking, voting and attendance rights and will act as a full member of the committee with the privileges and responsibilities that pertain to a member of the committee.  However, it is understood that some rules may allow co-option for someone to fulfil a specific purpose or undertake a specific role and in this case, they would almost certainly not become a full member of the committee.

Trusts may be seen to present specific problems in respect of co-option as trustees have particular legal responsibilities and co-option is rarely likely to be permitted. However, the trust deed may allow the appointment of advisory trustees – normally with speaking but not voting rights – and as co-option is usually being considered because there is a vacancy, a full member may simply be appointed in accordance with the deed. 

If there is any doubt, proper legal advice should be sought.

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