Ex Officio, Ex Officio, Wherefore Art Thou: Position Still Relevant In This Day and Age?

Was recently looking through a set of bylaws; checking things off and putting things in. But when I got to the ex officio section  it got me thinking. Can something that sounds like a Shakespearean villain still be relevant today?  I jest, but in all honesty just how effective is the ex officio concept  as a governance tool these days? Is it actively (or better yet substantively) used or just one of those bylaw fillers organizations feel compelled to add in because they’ve seen it somewhere else?  

The Background


An ex officio board member is someone that sits on the board by virtue of a position they hold. For example, with many organizations an executive director will get a seat on the board by virtue of holding the title “Executive Director.”  With other organizations this concept manifests as a reciprocity arrangement. One organization carves out a position on the board for an individual from another organization and vice-versa. But aside from these I haven’t really heard of any other uses.

Is There A Need?


Which kinda leads me into my big question. When is it really appropriate to have an ex officio position?  If there is an appropriate time what is the most effective use? For me with the position seems to come a bunch of different concerns…..

 

Concerns With An Ex Officio Position


For example, if the individual filling this position has no other tie to the organization, how do you ensure they’re engaged and stay engaged? When defining engagement will you require that they actively participate in programming and committees, or is it sufficient that they merely show up? And if all they’re required to do is show up, will that impact the dynamic and/or morale of the other board members?

From a governance perspective, how do you make sure that they stay disinterested? And by disinterested, I mean that they don’t develop conflicts, ties, positions, arrangements etc. that sway the decisions they make with your organization.  What happens if their fiduciary duties to your organization start to conflict with the duties they owe to their mother organization or official position?

Can they vote? If not, does that possibly make them an even bigger liability to the organization? After all, do you really want someone with no governance responsibility or accountability deliberating and impacting decisions? Or even more importantly, in on confidential conversations? Are you exposing the reputation of the organization by tying it to them?

Lastly, could the position eventually lead to tension? For example, where an ex officio once was an Executive Director might they make the new Executive Director uncomfortable? Or unwittingly hog conversations?

Ways To Shape The Position


In terms of effectiveness I could see the use of an ex officio position as a tool to create partnerships with like minded organizations. Or as a means of expanding its donor/beneficiary base by tapping into the base of another. I could even see it as a good way to advertise the issues and bring them to someone who might have an impact. But I still wonder if all of this couldn’t also be achieved by adding that person to an advisory board instead.

Nevertheless, if you plan on creating or utilizing an ex officio position here are a few things you’ll definitely want to keep in mind:

  • Make sure you’ve addressed the position, throughly, in your bylaws. Cover the goal of an ex officio position, what it should achieve, how someone should be chosen and vetted, what they will do, what they can’t do, etc. Will they be responsible for decision making, specific projects or is the title ceremonious?
  • Add a term to the position but work out any overlapping or disjointed kinks there may be with any other terms they hold, for example if they’re an ED or government official. It could be as easy as tying the position to that role, or where that role carries on an uncomfortably long time, eventually capping it to a certain amount of time.
  • Clearly state whether the ex officio will have a right to vote in your bylaws. Note in states such as Texas those ex officio members who are not entitled to vote do not have the same liabilities or duties of a director. This is something that should be considered.
  • Lastly, address whether ex officio members count toward a quorum.

In reading on the topic, I can see how it may possibly have been useful when the concept of nonprofits was originating. But I’d be curious to hear about how people are using the tool now. And more importantly, if its been beneficial/helpful.