Almost any corporation, whether a for-profit business or a not-for-profit charity organization, is governed by a board of directors. Boards can range from very small, with only a handful of members, to larger groups that number in the dozens. Most members who are not corporate officers each have the same role, responsibilities and privileges. In some cases, however, boards have ex officio members, and questions often arise about the status of these individuals.
An ex officio board member is one who becomes a member of a board not through the regular election process but by virtue of another position that she holds. Board committees can also have ex officio members.
The executive director of a nonprofit organization may be an ex officio board member, meaning that she is automatically a board member without being elected. In a business setting, a CEO may be designated as an ex officio member of the company’s board of directors. The board president or chair is typically an ex officio member of all board committees, and the treasurer may be an ex officio member of the board's finance committee.
The designation as to who is an ex officio board member is based on the organization’s bylaws. New corporations should be aware when creating their bylaws what the ex-officio designation means, as the process for changing the bylaws can be lengthy and complex. Organizations should not use this as an opportunity to make someone an “honorary Board member” who has no voting rights nor Board obligations.
According to Robert's Rules of Order, an authoritative source for parliamentary procedure and board governance matters, ex officio members hold the same rights as other board members. However, some organizations operate under the assumption that ex officio members can attend meetings and participate in discussion but may not vote.
Unless the bylaws specifically state that an ex officio member does not have the right to vote, such members are legally given the same right to vote as any other board member. Thus in many charities, bylaws specify that the executive director is an ex officio board member but without voting rights. If the bylaws do not differentiate between ex officio and regular members for voting purposes, the only time Robert's Rules allows for ex officio members to be treated differently is in situations where they are not included towards establishing whether a quorum is present.
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