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What Is The Role Of An Ex Officio Board Member

What Is ‘Ex Officio’? A Complete Definition With Examples


‘Ex officio’ refers to a person who holds a particular position or office and is therefore entitled to certain duties or privileges without additional authorization.

There is generally some degree of confusion surrounding the ex officio meaning and role among board directors, executive directors, CEOs and managers of corporations and nonprofits.

What is the ex officio member meaning? Here, we unravel any doubt surrounding the term by exploring the following topics:

  • The ex officio meaning
  • What is an ex officio member of a board?
  • Examples of ex officio
  • Whether an ex officio must be a member of the organization
  • How quorums and voting factor with an ex officio

What Does Ex Officio Mean?

The term ‘ex officio’ is a Latin phrase that translates as “from the office.” According to the Merriam-Webster Dictionary, ex officio means “as a result of one’s status or position” or “denoting or relating to a member of a body who holds the role as a result of their status or another position they hold.”

What Does Ex Officio Mean on a Board?

To put the term ex officio into context for our purposes, ex officio on a board of directors means someone who automatically serves on a board by virtue of having some other position.

Robert’s Rules explains the rules for how ex officio members serve on a board. For example, if an ex officio member loses the position that made them an ex officio member, their ex officio status ends. If that individual were a board member despite having ex officio status, they would continue to be a board member without having ex officio status.

Your board management system provides easy access to your bylaws and Robert’s Rules of Order any time board members need a review.

Ex Officio Members of the Board

Ex officio members of the board have all the same rights, privileges, duties and obligations as any other board member. They can participate in debates and vote on all matters. As with all other board members, ex officio board members must always act in the organization’s best interest.

Ex officio members of the board are not necessarily elected or appointed; rather, they agree to serve in a position because the organization needs their expertise or influence in that position.

Another common misperception is that ex officio is a category of a specific type of membership similar to a lifetime membership, emeritus membership or sustaining membership. While ex officio 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.

Responsibilities of an Ex Officio Member

Nonprofits must clearly explain the roles and responsibilities of ex officio members in the bylaws. Here, members should gain an understanding of any important exclusions in case there are any questions about the role of ex officio members.

The specific responsibilities of ex officio members vary by organization; however, the following are common duties:

  1. Attend Board Meetings: Ex officio board members should attend board meetings and participate in discussions.
  2. Provide Expertise: Ex officio board members often get chosen based on their experience in a particular area. For this reason, they should provide guidance and advice to the board based on their background and skills.
  3. Represent the Organization: Ex officio board members are often seen as representatives of the organization or group they represent and are expected to act in the best interests of that organization or group.
  4. Report to the Board: Depending on their role, ex officio board members may provide regular reports to the board on the activities and progress of their organization or group.
  5. Vote on Board Decisions: Ex officio board members may have the right to vote on board decisions. However, this can depend on the organization’s bylaws.
  6. Serve on Committees: Ex officio board members may serve on committees or subcommittees of the board to help address specific issues or areas of concern related to their expertise

What Are Some Examples of Ex Officio?

The most common example of an ex officio member is when an organization’s bylaws state that a board president serves as an ex officio member of all committees.

In this case, the board president’s participation in those committees ties to the office of the board president as opposed to being appointed to a committee as other members were.

The reason board presidents become an ex officio on committees is that they often have broad-based knowledge that can be helpful for committee members.

When a new president is elected or appointed, the past board president loses ex officio status on all committees when the term of office ends. The newly elected or appointed member becomes the ex officio on all committees.

Here are some other common examples of ex officio board members:

  • A university’s bylaws state that the university president is an ex officio member of the board of trustees.
  • A nonprofit’s bylaws state that an executive director of one nonprofit automatically becomes an ex officio director of an affiliated nonprofit.
  • A nonprofit’s bylaws state that the executive director is an ex officio member of the board.
  • A nonprofit’s bylaws state that at least one member of the board must be a state legislator.
  • A nonprofit’s bylaws state that at least one member of the board must be an employee of a state health department.

Search for state boards, commissions, or task forces to find more ex officio examples. You will likely find many examples of boards that require certain public officials or representatives of state departments to fill positions on a board as ex officio.

Does an Ex Officio Board Member Have to Be a Member of the Organization?

An ex officio board member does not have to be a member of an organization, and often, they are not.

For example, the Addiction Prevention Task Force in Illinois must have four members from local public health departments and one member from the Department of Public Health on its board. The individuals who serve on this task force are considered ex officio board members until they leave their government positions.

In this case, these individuals serve on the board but are not official members of the Addiction Prevention Task Force (unless they choose to join it as a member).

Does Ex Officio Mean Non-Voting?

As noted earlier, ex officio board members have all the rights and responsibilities of other board members. Can ex officio members vote? They can, and they generally do.

Certain state laws mandate that anyone who is a board director and is counted as a member of the board must have the right to vote. California is an example of a state that mandates voting rights for all board members, including ex officio board members (Corporations Code section 5220).

Nonetheless, nonprofit boards may allow individuals to participate in board meetings and not give them the benefit of voting rights. In this case, it is more appropriate to give them the title of Director Emeritus or Honorary Advisor.

How Quorums and Voting Factor

Robert’s Rules of Order 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 organizations that serve as ex officio board members typically have voting member privileges.

The Ex Officio Role Always Follows the Position

Ex officio board members often bring targeted expertise to a nonprofit board. They are also valuable for taking information back to their positions that they learned during board meetings, which can be used for the benefit of the community.

The rules for ex officio board members are fairly straightforward. The ex officio role always follows the position and ex officio board members have all the same rights and responsibilities as any other board member. The ex officio member may or may not be a member of an organization.

Discover more information about setting bylaws for ex officio members and more by downloading our Robert’s Rules of Order guide for nonprofits.


Frequently Asked Questions (FAQs)

What is the ‘ex officio’ meaning in law?

The definition of ex officio in law is much the same as with board directors. In law, it means someone who has a particular right because of an office they hold.

Is ex officio the same as non-voting?

No. Ex officio means holding a position by virtue of having a different position, and ex officio members have voting rights.

What does it mean to serve ‘ex officio’?

To serve ex officio means that you serve in a certain capacity because you received that right by holding another position (i.e., a board president is automatically a member of all board committees).

Jeremy Barlow

Jeremy is the Director of Digital Marketing at BoardEffect.

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