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What Is the Role of an Ex-Officio Board Member?

There is typically some degree of confusion surrounding the definition and role of an ex-officio board member among board directors, executive directors, CEOs, and managers of corporations and not-for-profits. The term, ex-officio, is a Latin phrase that literally translates “from the office.” Robert’s Rules explains the connection between the term and the meaning. It relates to the notion that the position refers the position the ex-officio holds, rather than the individual that holds the position.

Narrowing the Definition of an Ex-Officio Member

Ex-officio board members are not necessarily elected or appointed, rather they agree to serve in a position because the organisation needs their expertise or influence in that position. Another common misperception is that the term, ex-officio, is a category of a specific type of membership similar to a lifetime membership, emeritus membership,or sustaining membership. While the term is not a type of membership, serving in the capacity of an ex-officio board member may carry some of the benefits of membership with it.

An ex-officio board member position is an obligation, privilege or set of privileges that are given by virtue of the position of serving on a particular board or committee. The most common example of an ex-officio member is when an organisation’s bylaws state that a board chair or board president serves as an ex-officio member of all committees. This means that the board chair or board president’s participation in those committees is tied to the office of board chair or board president. If a new chair or president is elected or appointed, the past board chair or president loses ex-officio status on all committees when the term of office ends and the newly elected or appointed member becomes the ex-officio on all committees.

Another common example is when a board’s formation requires that some board members be government officials, corporate representatives or voting delegates that represent the entity that they work for as part of a collaboration on a particular issue. Such board members are only appointed as a result of their position. When they terminate their employment with their employer, their successor automatically becomes the ex-officio member.

Does an Ex-Officio Board Member Have to Be a Member?

An ex-officio board member does not have to retain a membership in the organization, but under some circumstances a person with an existing membership may need or want to fill a board position without being elected or appointed. Some examples include a member that offers to serve as treasurer, chair of a standing committee, serve on the national board of a local affiliate or an employee that is under the authority of an organisation. Members that serve as ex-officio members have all the rights and obligations of the board or committee that they serve on. This includes the right to discuss, debate, make decisions and vote. It also makes them accountable for the duties of their position as stated in the by-laws.

Ex-officio board members that do not have memberships in the organisation may still serve as board members, but the rules are a little different. They typically receive all of the privileges that are associated with having a membership, but they do not share any of the obligations. They generally partake in debates and discussions, and have the ability to register a vote on issues. They also receive any other privileges that accompany a regular membership, but they would not be held accountable in the same manner as other board members are accountable with respect to their positions. As noted in the earlier examples, the membership terminates when the board member’s term ends.

How Quorums and Voting Factor

Robert’s Rules states that ex-officio members should not be included in the count when determining the number needed for a quorum and they should not be counted when determining if a quorum is present. Both members and non-members of organisations that serve as ex-officio board members typically have voting privileges; however, that right can be excluded when it is stated as such in the by-laws.

The rules for ex-officio board members are actually pretty clear. Ultimately, they are not as complicated or confusing as they seem on the surface. The most important thing to consider is that the title of ex-officio follows the position, or the office, as in its Latin roots, “from the office.” It is not a special type of membership, but whether the ex-officio is a member of the organisation has a direct bearing on the responsibility and accountability that the ex-officio holds with regard to the position. Ex-officio members often perform duties that are necessary, such as a qualified treasurer. Other times, an ex-officio advances the work of the organisation with a degree of influence and expertise that substantially benefits the organisation. As always, all board members bear the responsibility of making sure that the by-laws regarding ex-officio board members are being followed.

Jeremy Barlow

Jeremy is the Director of Digital Marketing at BoardEffect.

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