Ex-officio is a Latin term meaning by virtue of office or position. Ex-officio members of boards and committees, therefore, are persons who are members by virtue of some other office or position that they hold. Without exception, ex-officio members of boards and committees have exactly the same rights and privileges as do all other members, including, of course, the right to vote.
Ex-officio members of boards are divided into two classes: those who are under the authority of the organization and those who are not. A member who is under the authority of the organization such as a member, officer or employee of the organization have all the rights, duties and obligations of the other board members and is, of course counted as a part of the quorum of the board. An ex-officio member who is not under the authority of the organization has all the privileges of regular board membership, but none of the obligations.
Privileges include the right to attend meetings, to make motions, to debat, and to vote. Obligations, which need not be assumed, include attending meetings or participating in any other way.
In addition to clarifying these key concepts, you may be faced with a choice of whether to amend the Bylaws to reflect current governance practices or align your practices to be consistent with the Bylaws.
In the absence of specific language in the Bylaws or provisions of the applicable state nonprofit corporation law to the contrary, you should generally assume that ex officio Board members have the same rights and powers as other Board members, including the power to vote. If you have a question you would like to submit to SE4N, send it to us using the contact form and we will consider answering it in a future post.
Please do not send confidential information. Nov 18 Written By Benjamin Takis. For instance, in some areas of the world, the sheriff acts as the ex officio coroner, and sheriffs may be appointed or elected, depending on the law.
Generally people must demonstrate competency for the position which they hold in order to obtain it, and thus these members do have a baseline level of experience, ability, and skill which they can apply to the positions which they hold by virtue of their offices. There are no special rights or privileges for ex officio members as a general rule, and their activities are not restricted.
However, it is possible for the activities in which these members engage in to be restricted by the bylaws. For example, the bylaws may state that any such members do not have voting rights, which means that they can participate in meetings but they may not vote on subjects brought to a vote.
When structuring bylaws, people can define the situations in which people are given ex officio status and they can also clearly establish the boundaries of people who obtain positions because of the offices they hold.
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