What does it mean to be an “ex-officio” member?

A little clarity to what appears to be a common misunderstanding of the role of board members with the title “ex-officio.”

In a recent meeting with a university committee, one of the members proposed that a new member be added to the group because she thought ideas from this new constituency would provide good insight into the activities of the board.  Further, she recommended that the new member be described in the bylaws as “ex-officio” so that they could not vote and would serve only in an advisory fashion since the new member would not share the same credentials as the regular members.  As a professional registered parliamentarian with Michigan State University Extension and incidentally serving as an ex-officio, non-voting member of this group, I had to interject and clarify what “ex-officio” meant before they continued the discussion.

The term “ex-officio” is a common Latin phrase which when literally translated means “from the office.” It should not be used to describe a type of membership in an organization but rather an obligation or privilege a person has, by virtue of their position, to serve on a board or committee. Therefore, when an ex-officio member ceases to hold the office that entitles him to membership, his membership on the board terminates automatically. Roberts Rules of Order, Newly Revised (11th Edition) pages 483-484 describes ex-officio board members in more detail.

If an ex-officio member is also a member of the society, such as an organization’s treasurer, the chair of a standing committee, a person serving on the national board of a local affiliate or even an employee who is under the authority of the organization, that person has all the rights and obligations of membership of the board or committee to which they serve. Some of the rights of membership include making motions, speaking in debate and voting.  The obligations include attending the meetings; being an active and contributing member.

Ex-officio members might also be people who are not actual members of the organization but who hold some position of relevance to the board or committee. These ex-officio members may have expertise or hold positions of influence important to the organization. These members, like members of the organization described above, also possess the privileges associated with membership but they do not share any of the obligations.  Therefore, these members should not be included when determining the number of members needed for a quorum or counted when determining if a quorum is present (this is also the case, for the president of an organization when the bylaws provide that the president shall be an ex-officio member of all committees.  A  Michigan State University Extension example to illustrate this is that a 4-H Youth Development Educator might be listed as an ex-officio member of the County Fair Board. The 4-H educator may not be a member of the fair organization or an elected member of the fair board but when present is allowed to bring recommendations discuss issues and vote on them.

The key point here is to emphasize that without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including the right to vote.

From my experiences there appears to be some understanding about what an ex-officio member is in terms of defining members of a board who are not regular members of the organization.  The breakdown seems to occur when defining who serves in that capacity and the voting rights of that member. The person serving should be serving by virtue of an office or position they hold, not simply be a representative of a group.  If the desire is to allow non-board members or non-members the right to attend meetings, offer input and receive notices and minutes but not vote, then listing those positions in the bylaws as ex-officio, non – voting may be appropriate.  However, there may be more qualifiers you might need to add such as can’t hold an office, can’t chair a committee and the like. Remember, ex-officio members have all the rights of membership and thus may serve in the capacity as any other member.

I challenge organizations to think through the purpose of ex-officio members. If someone by the nature of their position is worthy enough to attend your meetings, make motions and deliberate, why would you not allow them to vote? If the participation of a person being invited to attend board meetings is limited, then perhaps rather than listing them as ex-officio, they should be described in their precise capacity thereby reducing confusion about their purpose on the board.

This is one of several articles on parliamentary procedure and how to conduct more effective organizational meetings. For a complete list of resources, visit the parliamentary procedure resource.

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