by Jor-El Godsey, Heartbeat International Vice President
Quick question to an executive director, “Are you a board member?” No, she replied sheepishly, “I’m ex-officio. You know, I attend the board meetings but don’t vote.”
Directors can’t be blamed for this common misperception, namely that “ex-officio” implies non-voting attendee at the board meetings. Sometimes when this is asked of board members, they respond in a slightly hushed tone, “She’s ex-officio” as if the executive isn’t really the right status for such lofty honor.
Ex-officio actually means, from the Latin, “arising from the office.” Most bylaws that we see state that the director or executive director (ED, CEO, President) is, in fact, an “ex-officio member of the board.” This means that the key executive who is entrusted with the day-to-day oversight and leadership of the organization and is automatically a fully functioning board member (from the moment the executive is hired to the moment he or she is no longer the executive). Fully functioning means exactly that – ex-officio members have, or should have, an expectation to fully participate in all board activities (with the only exception of being excused for direct conflicts of interest like discussions of their own salary).
As a fully functioning board member, the executive has the exact same voting privilege as anyone else on the board - one vote whenever there is a ballot cast, according to Robert’s Rules of Order. Being ex-officio carries no prohibition on voting. In fact, it means exactly the opposite: that the executive is expected to vote just as any other fully functioning board member does.
But should you vote? That’s another question altogether. Casting a vote is an important thing for board members to do. (In fact, it’s part of their primary, legal duty of care.) Decision making is a vital point of governing. Voting is the board’s official way of determining a decision (hopefully through consensus). Think about it. The executive puts in the same or more amount of time and effort on most board issues and concerns. Voting provides the opportunity for the executives to communicate their decisions.
But there is also wisdom in an executive withholding his or her vote and allowing the rest of the board the space to bring potentially objective insights to the discussion. Day-to-day immersion in the mission efforts can, at times, narrow or even cloud the executive’s view of the situation. Other board members often can bring fresh thinking, objective viewpoints, and broader insight. Since the ED often has significant input into the overall discussion, not voting makes room to present the necessary information and then trust in the vote of the rest of the governing team.
So vote... or abstain as wisdom leads. A definitive decision on actually being a non-voting board member (or not a board member at all and therefore a complete subordinate) should be clearly reflected in the language of the bylaws.
For all those ex-officio, non-voting executives -- welcome to the board team. Whenever there is a board function (meeting, training, etc.) the executive is expected and certainly welcomed as a fellow team player.
Robert’s Rules of Order, available online at RobertsRules.com, offers a wealth of information about the parliamentary procedures that lead to smooth, orderly, and fairly conducted meetings.