A potentially problematic assumption many people make is that the status of being an ex officio member of a group limits that person’s voting rights.
Nothing could be further from the truth. Ex officio only refers to the manner in which a person gains the position, generally by virtue of a position or office they hold.
It is the the bylaws which dictate whether that person has any voting rights or not. In the absence of anything in the bylaws to the contrary, they have the same voting rights as any regular member. If you want to restrict an ex officio member from voting, the organizations bylaws must contain a specific statement to that effect.
Probably the best way think of the distinction between an ex officio member board member and other board members is that it is the position rather than the person that is a member of the board. That position is always a member of the board and is not subject to any rules associated with term limits or nomination procedures.
Many non-profit boards have the executive director as an ex officio member. Whomever holds the position of executive director remains on the board for the duration of their tenure in that position.
Other boards have governmental officials as ex officio board members. They remain members of the board for as long as they remain elected or appointed to that position (in the case, say of the chair of a legislative committee). In this situation, the selection of the board member is up to a third party entity and the board has no direct input about their inclusion.
This can be one of the places where it is important to carefully specify whether a position has voting rights and how they are exercised. If the mayor of your city is an ex officio member of your board, they may choose to send a representative to meetings. If the mayor’s board position has a vote, can their representative use it as the mayor’s proxy or does the mayor have to cast it personally?
Another instance when it will be important to be clear about status is when an executive director resigns and one of the board members takes over the position in the interim. If the executive director served ex officio without voting rights, does that mean the board member who assumes the position loses their vote?
In this case it may be important to document in meeting minutes that the person is performing the duties of, but not assuming the position of, executive director and will retain their vote on the board.
According to Robert’s Rules of Order, there are two instances when an ex officio member of a group should not be counted to determine if a quorum is present:
1. In the case of the president, whenever the bylaws provide that the president shall be an ex-officio member of all committees (or of all committees with certain stated exceptions); and
2. When the ex-officio member of the board or committee is neither an ex-officio officer of the board or committee nor a member, employee, or elected or appointed officer of the society (for example, when the governor of a state is made ex officio a member of a private college board).
Again, however, it should be emphasized that in these instances the ex-officio member still has all of the rights and privileges of membership, including the right to vote.
The reason for these exceptions is that the president of the board (or the governor of the state) can’t possibly be present at all the meetings of all the committees. Therefore if your committee has 6 members, including the board president and requires a simple majority, you only need 3 people instead of 4.
Robert’s Rules can be pretty onerous to follow so if your organization has chosen not to adopt their use, you can include something with a similar effect in your bylaws to eliminate the need to include the president in the quorum count.
Joe Patti,
Hello, I own a business and my by-laws are silent regarding the ex-officio President, member of all committees. His duties are to attend shareholder meetings, board of director meetings and the general statements in corporate bylaws. I can not get a straight answer whether the President is a member of the Board of Directors. By ex-officio definition I have read over and over that he has a vote and is a member. By definition all committees are boards hence, what does member of all committees mean. I assume the President may not vote in a Shareholder meeting. So that is the question of whether he is a member of the voting body by virtue of ex-officio. I realize i am not leaving a comment but asking a question.
Business Owner
Dino-
I don’t know what the specifics of the law regarding for profit boards, but my experience with non-profit boards is that a person has the same rights as those in the same classification unless stated otherwise.
You can be a member of a committee but not be a member of the board. Some board bylaws appoint members of the community or the organization membership to committees who are not members of the governing board.
You can also be a member of the board and a committee, but are specifically excluded from voting. I am on a board where the president is a member of all committees but does not have a vote on the committee per the bylaws. But he can vote on the action once it comes out of committee and is brought for general vote.
On the hand, I am an ex offico member of a board and all committees but am specifically excluded by the bylaws from voting at all.
These are all important distinctions in terms of establishing quorums. Even if there are enough board members present in the room, if one or more of them are not allowed to vote, business can not be conducted.
Not knowing your whole situation, all I can say from my experience is that if your president is named as a member of a group without having any privileges enjoyed by the other members of that group specifically excluded, he/she has those privileges.
The one thing I am not clear about is when you say all committees are boards. Even if they are boards, do your bylaws say all members of the sub-boards are members of the board of directors? That would seem a little backwards. Membership of subgroups should branch off from the main group, especially when it comes to governance, rather than membership of a subgroup automatically conferring membership of a larger group.
In the end, you will either have to consult a lawyer with specific expertise in this area to determine the truth or have the bylaws changed to clarify this nebulous state of affairs.