“Ex officio” is one of those governance terms that people use on the regular, assuming they and everyone else knows what it means. But I’ve learned that, more often than not, most folks are confused at some level about how ex-officio membership works. Here’s a quick primer and ready reference for you.
1. What does “ex officio” mean?
The term “ex officio” is Latin for “from duty.” And the term is most often used to say that a person is entitled to membership in a group because of a position that they hold or a duty that they have.
2. How does a person become an ex-officio member?
Being an ex-officio member of a group generally results from status. An individual becomes an ex-officio member because she holds a key position or has a role that’s influential or relevant.
Example: The president of an organization often is an ex-officio member of specific committees of the organization because of her status as president and the input she can provide for committees due to that president role. The other committee members are there through election or appointment, but the president is there simply because of her status.
3. Does an ex-officio member get to vote?
Yes. And this is the most commonly misunderstood point about ex-officio members.
Robert’s Rules says that an ex-officio member has all of the rights and privileges of the other members. The term “ex officio” is related to how and why a person is a member of a second group, but the term has nothing to do with the person’s function as a member. An ex-officio member has all of the rights of a normal member.
This rule means an ex-officio member…
- has a right to information about meetings and topics.
- has a right to discussion.
- has a right to vote.
However—this rule also means that if you want a person to attend the meetings of your group because of their position or influence, but you don’t want to grant them the basic rights of a normal member, you should specify as much in your bylaws or applicable governing documents.
Example: If you want the president to be an ex-officio member of the nominating committee because of the perspective she can provide on potential candidates, but you don’t want her to actually have a vote on that committee, you should specify in your governing documents that she is a non-voting, ex-officio member of the committee. Otherwise, she will have a vote by default.
4. Is an ex-officio member required to attend meetings?
It depends on whether the ex-officio member is otherwise a member of the organization at large. If so, then, yes—they are obligated to attend the meetings of groups where they hold ex‑officio membership. If not, then, no—they have no obligation to attend.
Example: If the president is an ex‑officio member of the nominating committee, she has an obligation to attend the committee meetings because she is a member of the organization at large. She doesn’t get a pass on attendance expectations simply because her membership is labeled “ex officio.”
If, however, the president is an ex-officio committee member for a separate legal entity where she does not otherwise hold membership, then she is not obligated to attend the meetings of that committee. This scenario can occur when a group of organizations in the same industry forms an alliance to accomplish shared goals for the industry. The alliance may have certain committees that include elected or appointed members, and also ex-officio members, such as the presidents of key organizations in the alliance.
5. Are ex-officio members counted when determining a quorum?
It depends. Ex-officio members who have an obligation to attend—because they are otherwise part of the organization—are counted for purposes of establishing and maintaining quorum. But ex-officio members with no attendance obligation are not counted.
6. How is an ex-officio member removed from membership?
Remember that ex-officio membership is related to status. When an individual no longer has the status that makes him eligible for ex-officio membership in a group, then quite simply, he is no longer a member of the group.
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