When the society's board meeting was called to order, a representative of the college's Office of the Dean attended. According to the organization's bylaws, the dean was an "ex officio" member.
The bylaws indicate 18 directors on the board, three of which are ex officio. The rationale was that it would be good to exchange information with these important stakeholders. Regrettably, the dean seldom showed up, preferring to send a staff person who would report and then sit through the duration of the meeting.
An ex officio is a person who is on the board by virtue of a title or position the individual holds (e.g., past president(s) or executive director). Chambers of commerce often designate representatives of the mayor's office, newspaper, economic development and lawmakers as ex officio directors.
It is a misconception to believe ex officio directors do not have a vote. It varies by organization and will be prescribed in the bylaws.
Affecting the conversation
The board of directors is responsible for the organization. To perform their duties, they are expected to hold candid deliberations.
Consider the effect guests, observers and ex officios have on conversations. For instance, the society's agenda includes a discussion about whether to continue a partnership with the college for the annual conference. When the dean's representative sits in as an ex officio director, the conversation may be less than candid.
Executive session or conflict of interest?
Many boards don't know what to do in an awkward situation. They hold a polite conversation and dance around the issues — fearing they will offend ex officio members and guests.
Convening an executive session by asking guests to leave the meeting is one way to facilitate frank discussion. Yet it is not likely that the directors would call for a closed-door session to exclude ex officio positions because they are identified in the bylaws as a part of the board.
The chair might identify a potential conflict of interest and ask the ex officio to withhold his vote, or excuse him from the discussion. That too can be sensitive.
Important information
An alternative to naming ex officio board members would be to invite stakeholders to provide reports at the start or before the meeting is convened. After presentations, they can be excused.
Written reports can be provided to the board in advance without the need for in-person attendance. Finally, guests could join a portion of meeting by conference call. The intent is to respect stakeholders' time, to exchange vital information and to allow for candid conversations among the board.
Banning ex officio directors
The government needs to know who is responsible for the corporation. The trend is to identify directors as those persons having a vote; others attending are viewed observers and guests.
Effective in 2015, California's nonprofit statute was amended to ban ex officio members or require that all members of the board have a vote. Canada enacted similar regulations in its Not for Profit Corporation Act in 2014.
Whether it be at a board meeting or strategic-planning retreat, when nonboard members and guests are invited, they can be full of "good ideas." But they seldom have the authority, knowledge or interest in carrying out their ideas.
The conversation has begun on the merits of ex officio directors. Open a dialogue with your board about its composition and the impact of nonvoting persons in attendance.
