What is an Ex-Officio Board Member?
Derived from Latin, “ex-officio” means “by virtue of one’s office.” In the business context, an ex-officio board member refers to a member seated on the board due to the position they hold in the organization, rather than through election or appointment. According to Robert’s Rules of Order, ex-officio members have the same rights and duties as regular board members, including the right to vote.
Ex-officio board members can be internal or external professionals who are chosen for their expertise to help the board achieve their objectives.
What are the roles and responsibilities of the ex-officio board member?
Depending on the organization they serve, ex-officio members’ duties vary. Here are their key roles and responsibilities:
- Advisory Role — Ex-officio board members are often brought to the board as they advise and provide expert insights based on their role in the organization.
- Meeting Participation — They are invited to attend and participate in board meetings as their input is crucial for decision-making and strategic planning of the organization’s operations.
- Board Liaison — Liaising between the board and operational departments, ex-officio members ensure the board’s directives are aligned with the day-to-day functions, and vice versa.
- Mentorship — Apart from offering their insights, ex-officio board members may also mentor other board members and executives especially those in specific committees.
- Voting Role — Depending on the organization’s bylaws, ex-officio members may be given the right to vote on decisions and resolutions.
- Stakeholder Representation — Mostly in nonprofits, ex-officio members represent specific stakeholders, such as founders, donors, or government officials in board meetings and decisions.
Ex-Officio Board Member Examples
These board members can be found in various sectors, from nonprofits to corporate boards. Here are some common examples.
- Nonprofit Ex-Officio Member — They could be founders or executive directors whose primary duty is to forward the nonprofit’s vision and mission. Nonprofit bylaws also specify ex-officio roles, like executive directors of affiliate nonprofits and state legislators.
- Government Ex-Officio Member — Certain officials may serve as ex-officio members of advisory boards or policy councils, such as department heads or commissioners.
- University Ex-Officio Board Member —Individuals with ex-officio roles in educational institutions include a university’s president, or chancellor, and alumni representatives.
- Board Chairs in Committees — For most organizations, the chairperson of the board serves as an ex-officio member of all board committees.
Does an ex-officio member have a vote?
Though having the same rights as regular board members, ex-officio members are not automatically granted or denied voting privileges. In some cases, ex-officio members may have full voting rights, while others are strictly for advisory roles.
Ex-officio members with voting rights can include CEOs or university presidents who can participate in decisions and votes on key matters. Ultimately, the organization’s bylaws define whether an ex-officio member has a vote or none.
Can an ex-officio member be the chair of a committee?
Yes, an ex-officio board member may serve as a chairperson of a committee, as long as the organization’s bylaws allow for it. For example, a board chair may serve as an ex-officio member of all board committees and might be chosen to lead one of them.
Can an ex-officio member make a motion?
Yes. If the ex-officio member has voting rights, they can fully participate in board activities, including making a motion, seconding, and voting on issues.