Should We Have Ex Officio Members on Our Board Committees?

Our current bylaws state, “The President shall be an ex-officio voting member of all committees.” Is this typical or unusual? Is it best practice for a Board Chair and/or President to be an ex officio member of all of a foundation’s committees? If so, is this person typically a voting or non-voting member?

Let’s start by defining ex officio.  It means by virtue of one’s position (or office.)  Thus,an individual is entitled to belong – on a board or a committee – by virtue of the position that person holds, irrespective of his or her skills and attributes.

To respond to your question, YES it is common for the board chair to be an ex officio member of every committee.  This allows the chair to keep abreast of all the issues facing the foundation. As ex officio members they don’t always attend every committee meeting (particularly if there are numerous committees that meet frequently,) but rather they are entitled to should they wish to do so.

With regard to ex officio for the president, I assume this is the lead staff person who functions like a CEO.  Ex officio status is much less common for foundation staff.  Here’s why.  Staff generally have their say in the recommendations they make to the board and committees without having ex officio membership or an official vote.  The board retains the decisionmaking authority.  On a committee roster, members are listed and at the bottom it may specify “Jane Doe, Program Assistant – Committee Staff Liaison.”

One or more staff people are typically present at board and committee meetings in order to understand (and later execute) the will of the board or committee. Staff people generally also take minutes and then run them past the secretary. In a small staffed foundation, the lead staff person (whatever the title) would typically attend every committee meeting acting as the sole program staff. If the staff is large, relevant staff members would be assigned to given committees. For example, a program officer might staff a grantmaking subcommittee in his or her program area, the CFO would staff the audit and investment committee, the president would staff the executive committee. The CEO, CFO and program director would all quite likely attend board meetings to understand the board’s concerns and wishes, but without a vote.

There are certainly exceptions. A board vote confers additional gravitas on the president. So often, in large foundations, or in cases where the president is a person of great prestige, the president serves ex officio WITH a vote. Some foundation presidents negotiate a board vote as part of their contract. For families who want the foundation’s lead staffer to have more clout in community interactions, giving that individual a vote and conferring the title of president and/or CEO (rather than executive director) achieves that. Finally, if the CEO is a family member, the board may decide to allow him or her a vote by virtue of being a family member rather than their role as lead staff person.