An “ex officio” non-profit board member is a board member who is serving by reason of his office rather than being elected or appointed. For example, a government official or CEO may hold an ex officio board membership simply because of his title or position. If the CEO or government official steps down or is replaced, his replacement normally assumes the position due simply to the position or title. The ex officio may be appointed because he has technical skills or abilities or because he wields influence that can benefit the organization. For example, a nonprofit devoted to maintaining the arts in schools could benefit from the influence the head of the board of education holds.
Ex officio board members are considered to be external when they come from outside the organization, while internal members are appointed from within. Under the Canada Not-for-Profit Corporations Act of 2012, ex officio directors are not permitted, since another portion of the Act requires that a person must be elected to be considered a director. However, since most non-profits are incorporated under provincial rules, this act is not applicable to most non-profit organizations.
Questions often arise as to whether the ex officio board member has the same rights and privileges afforded to other board members, such as constituting a forum or voting. According to Robert’s Rules of Order , there is generally no distinction between the ex officio board member and other members if the ex officio is a member of the organization unless he is president and serves as chair of all committees ex officio, in which case the ex officio should not be counted when determining a quorum, since the president is not a member of any committee unless appointed. If the ex officio person is not part of the organization, he enjoys the same privileges as other board members but not the same obligations, as when the governor of a state is an ex officio board member of a trust or private academy. Otherwise, the ex officio member enjoys all of the privileges as any other board member, including the right to vote.
