What does ex officio mean?
In the world of boardrooms, committees, and boards of directors, a term that appears frequently is ‘ex officio’. This Latin phrase translates to “from the office” or “by virtue of another office”, and within a board governance context, the term refers to a position that has been gained due to an individual’s experience or position.
The guide below aims to explain the definition of the term ‘ex officio’ as well as provide more information surrounding ex officio board members’ roles and responsibilities.
Ex officio definition
An ex officio board member is an individual who has not been appointed or elected to the board or committee; rather, they have come into the board position due to their pre-existing role. For example, during their tenure, CEOs and presidents almost always serve on the board of directors in ex officio positions.
External board members (those who do not come from within the organization) can also serve as an ex officio board member; in these cases, this will be due to the individual’s special expertise or job position.
What does an ex officio board member do?
Ex officio board members are fully-fledged members of the board, and therefore have the same rights as other members. They can:
Attend meetings
Raise discussions
If applicable, serve on various committees across the organization
However, each organization has a set of bylaws which lay out the rules for board governance. Within bylaws, there may be rules regarding ex officio members’ powers which could restrict them and affect what they can do.
Do ex officio members vote?
An organization’s bylaws will dictate whether or not an ex officio member can vote. In most cases, ex officio board members have voting rights and can therefore contribute to decisions made by the board.
What are the main responsibilities of an ex officio member?
The responsibilities of an ex officio board member are roughly the same as those of a regular board member. However, bylaws and positions held (for example, being secretary of treasurer) may cause slight differences regarding responsibilities. In general, ex officio board members will be expected to do the following:
Participate in board meetings. Ex officio members are not exempt from attending board meetings and should ensure to participate when possible.
Represent the best interests of the organization. Regardless of whether an ex officio member is an external or internal appointee, they must act in a way that benefits the board and not in a self-serving manner.
Provide expertise. Due to their ex officio status, many of these board members bring additional expertise or insights based on their primary roles. Therefore, they’ll be expected to share knowledge where applicable and guide the board in their areas of expertise.
Bring additional oversight and points of view. If an ex officio member is external (meaning their primary role is outside of the organization), they’ll be expected to provide further oversight regarding governance and compliance, from a third-party perspective whilst always maintaining the organization’s best interests.
Ensure ESG targets are met. An increasingly important aspect of board governance is adhering to ESG (Environmental, Social, and Governance) targets. Ex officio members should always keep these in mind when advising the board.
Is it better for an ex officio board member to be external or internal?
Sometimes a role or position will give an external individual ex officio board status. There are conflicting views as to whether it is beneficial for an organization to have external ex officio members serving on their board. However, there are several benefits that come with external ex officio board members, including the following:
Fresh perspectives: Coming from an external role, the individual may be able to bring new insights that internal board members lack.
Broader networks: External ex officio members often have different networks, meaning they can introduce new business opportunities that may not have existed previously.
Different expertise: If the ex officio member has a background in a different field or industry, they’ll be able to bring specialized knowledge that the organization lacks.
Of course, there may be some drawbacks such as:
Limited understanding of the organization: Internal board members will know the ins and the outs of the business better than an external individual, which enables them to come up with better suggestions and advice.
Lower investment: Since ex officio members are not internal stakeholders, they may feel less committed to the organization’s long-term success.
Misguided counsel: If the ex officio member has a limited understanding of the organization, and is not as committed to its success, this could lead to misguided counsel that negatively affects the business.
There are pros and cons to having both internal and external ex officio members on the board. Therefore, it is always advisable to have a mix of both to ensure that different perspectives can be heard.
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Whether you have internal or external ex officio board members, you’ll still need to ensure they have the right tools to support them in their roles. Board management software is a great way to keep board members connected to the boardroom, and ensure they always have access to important documents, meeting minutes, and board books.
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