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The role of ex officio board members is one governance topic that is rarely discussed. Some believe it is no longer relevant. Still, some boards may find the role of ex officio board members of value and consider including them as part of their governance practices.
Board directors, executive directors, CEOs, and managers of corporations and nonprofits are typically confused about what an ex officio board member is and their role. “Ex officio” is a Latin phrase that translates as “from the office.” “Ex officio” refers to the position as a whole rather than the individual who holds the position.
The knowledge, expertise, and experience of ex officio members are valued as the board can significantly benefit from connections with the community. An organization’s bylaws define an ex officio member’s duties, responsibilities, expectations, rights, and limits. Depending on how a board chooses to utilize ex officio members, they may or may not have voting rights. However, they generally have most of the same rights as other board members.
Robert’s Rules of Order defines an ex officio member as someone who holds another office or position of importance or relevance and is also part of a body, such as a board, committee, or council. In non-legislative organizations, this is the most widely used “parliamentary procedure” manual and provides order and fairness in decisions while protecting the rights of the minority and expediting meetings.
Ex officio board members are not necessarily elected or appointed. They agree to serve in a position because the organization requires their expertise or influence in that position.
Members of an organization should not use the term to describe a type of membership in the organization. Instead, one should use the word to describe an obligation or privilege they have to serve on a committee or board. Ex officio members whose offices entitle them to membership will have their membership on the board terminated when they cease to hold those offices.
It is also common when establishing a board that certain board members are required to be government representatives, corporate officers, or voting delegates that represent the entity that they work for. They are appointed as ex officio board members by virtue of their position. When a member terminates employment with an employer, their successor becomes an ex officio member.
Ex officio members may attend and participate in meetings to contribute expertise of significance to the board. The term “ex officio member” may also refer to a person who is not an official member of an organization but holds a position of influence.
Bylaws determine whether a particular individual has voting rights or not. Unless otherwise specified in the bylaws, they are entitled to the same voting rights as regular members. In order to restrict an ex officio member from voting, the bylaws must specifically state that restriction.
To avoid confusion, nonprofits generally refer to ex officio directors in their Bylaws as either “ex officio voting directors” or “ex officio non voting directors“, depending on their purpose. For example, the bylaws of many organizations state that the executive director is an ex officio member of the board, but they cannot vote.
In some board bylaws, ex officio members are members without any fiduciary or voting obligations. In this case, these members shouldn’t be counted when determining if there is a quorum; this is also true for an organization if the bylaws specify that the president is an ex officio member of every committee.
Director is a term used to refer to a person who serves on the board of directors. The directors of corporations are fiduciaries, meaning they are obligated to act in the company’s best interest.
In some cases, board bylaws specify that ex officio members are also directors. Combining the two terms retains their full meaning. Ex officio directors share all the duties and responsibilities of directors, including the right and responsibility to vote on each matter that comes before the board. In this context, an ex officio position refers simply to the process by which a director is appointed automatically (by operation of law) by holding another office.
For example, the Executive Director (ED) of one organization might be an ex officio director of an affiliated organization. As long as the ED remains in that office, they would still be considered an ex officio director of the affiliated organization. Similarly, an executive director of a nonprofit corporation may also serve as an ex officio director of that nonprofit corporation.
Ex officio members who are also members of the board or commission, such as the treasurer of an organization, the chair of a standing committee, or an employee representative, generally have all the rights and responsibilities of membership in the board or committee they serve on. Making motions, speaking in debates, and voting are some of the rights of membership. Being an active and contributing member is also one of the obligations.
It is possible for nonprofit boards to include ex officio members, so long as their bylaws clearly state the role and privileges of such individuals, and how they are unique from full board members including if there are any term of office limits.
The executive director typically serves on boards as an ex officio member. Executive directors serving as ex officio board members will remain on the board for their tenure in the ED role. Boards of nonprofit organizations should document the involvement of ex officio members so that there can be no question about the legality of votes.
Nonprofit organizations may have some ex officio board members without giving them a vote on the board. In this case, instead of naming them as ex officio members of the board, they may instead be honored as Honorary Advisors of Directors Emeritus. They can attend board meetings as observers and share their wisdom without being considered members of the board.
Ex officio board members can offer several advantages for your board. First, their expertise and experience can often provide valuable insights and guidance to your board. Their connections and influence can also help the board in fundraising efforts or strategic partnerships and collaborations. Plus, since ex officio members typically serve for longer terms, they can also provide continuity and institutional memory to the board. This ensures important knowledge and perspectives are retained even as other board members change.
It’s important to carefully consider the potential disadvantages of having ex officio board members. The drawbacks may vary depending on the organization’s goals, structure, and the individuals involved.
For example, ex officio board members may have conflicting loyalties or interests, as they often hold positions within the organization or related entities. This may lead to conflicts of interest that could undermine the board’s decision-making processes.
If ex officio members hold significant power or influence, it can lead to power imbalances within a board. Other board members may feel intimidated or less inclined to voice their opinions if ex officio members dominate the discussions or decision-making processes, and this can impact the overall effectiveness of the board.
Finally, ex officio members may limit diversity of the board, as they are often selected based on their roles or positions. The lack of diversity in background, perspectives or expertise can restrict the range of ideas and perspectives brought to discussions and decision-making processes.
A conflict occurs whenever an ex officio board member is confronted with another interest, relationship, or duty that compromises or impedes their ability to act solely in the organization’s best interests.
Ex officio members often experience conflicts of interest when balancing their personal interests with the duties they owe their organization. It is possible for their obligations to the corporation to conflict with those owed to other entities (such as another corporation).
Conflicts of interest can arise in several situations, including:
Both ex officio and elected board members contribute to the overall functioning and decision-making of the board, but their paths to board membership and roles differ.
Ex officio board members are appointed to the board by virtue of their position or role in the organization. They automatically become board members by holding a specific position, such as the CEO or president of the organization.
Elected board members are chosen by a process of voting or nomination, typically involving the organization’s stakeholders, members, or a nominating committee. They are selected based on their qualifications, skills, experience, and alignment with the organization’s mission.
Ex officio members typically have full voting rights and participate in the board’s decision-making processes. They may have specific responsibilities or areas of expertise related to their position, which they bring to board discussions and decisions.
Elected board members have the same voting rights and responsibilities as other board members. They participate in board discussions, decision-making processes, and committees, bringing their unique perspectives and expertise to the table.
Ex officio members may serve on the board for the duration of their position or role within the organization. When they step down from their position, they typically cease to be board members unless they are appointed to another position that grants them ex officio board membership.
Elected board members typically serve for a predetermined term, such as one to three years. At the end of their term, they may be eligible for re-election or replaced by newly elected members, depending on the organization’s bylaws and governance structure.
Organizations may choose to have a combination of ex officio and elected members to benefit from the expertise, representation, and continuity that both types can offer.
In many cases, ex officio directors need restricted access to confidential documents, votes, or committee activities. Engaging ex officio members and regular directors are made easy with board management software.
Using Aprio’s board portal, boards can create unique user access permissions for each director type including ex officio members. Ex officio members can have selective access to board materials and be kept actively engaged in the board calendar, meeting agendas and minutes, and appropriate board materials.
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