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Centerboard: It's Officio! PCC Executives Are Welcome to Board Meetings!

October 2012
By: Tom Lothamer
Over the course of writing this board governance column, it's been my delight to hear from readers. Some share how they've been encouraged or challenged; a few have said they disagree with me on certain points, and that's okay! No matter what you say, I love to hear from you.

My At the Center article for spring 2012 discussed the board's job of hiring the PCC's chief executive officer. I said it's the one board responsibility that is absolutely critical to a ministry's success or failure "because this is the only employee the board directly hires and supervises, and because he or she will be the one to hire and oversee all other staff — including volunteers. This is true whether the chief executive is paid or unpaid." I concluded the article saying, "Did you know that chief executives report to the board, but they are not members of it? They are ex officio, meaning they have no vote. They serve under the board's direction and supervision."

Not long after that article went public, I received an email from my good friend Jor-El Godsey, Vice President of Heartbeat International. He invited me to re-think my application of the term "ex officio." He had researched it and come to a different conclusion of how it relates to the chief executive and non-voting status and sent me an article he had written for Heartbeat's "On the Leaderboard. I thought it would be appropriate to share it with you, and he graciously granted permission to do so.

Today's Terminology: Ex Officio

Quick question to an executive director, "Are you a board member?" "No," she replied sheepishly, "I'm ex officio. You know, I attend the board meetings but don't vote." Directors can't be blamed for this common misperception, namely that "ex officio" implies non-voting attendee at the board meetings. Sometimes when this is asked of board members, they respond in a slightly hushed tone, "She's ex officio," as if the executive isn't really the right status for such lofty honor.

True Meaning

Ex officio actually means, from the Latin, "arising from the office." Most bylaws that we see state that the director or executive director (ED, CEO, President) is, in fact, an "ex officio member of the board." This means that the key executive who is entrusted with the day-to-day oversight and leadership of the organization is automatically a fully functioning board member (from the moment the executive is hired to the moment he or she is no longer the executive). Fully functioning means exactly that —ex officio members have, or should have, an expectation to fully participate in all board activities (with the only exception of being excused for direct conflicts of interest like discussions of their own salary).

Voting Right

As a fully functioning board member, the executive has the exact same voting privilege as anyone else on the board — one vote whenever there is a ballot cast, according to Robert's Rules of Order. Being ex officio carries no prohibition on voting. In fact, it means exactly the opposite: that the executive is expected to vote just as any other fully functioning board member does.

But should you vote? That's another question altogether. Casting a vote is an important thing for board members to do. (In fact, it's part of their primary, legal duty of care.) Decision making is a vital point of governing. Voting is the board's official way of determining a decision (hopefully through consensus). Think about it: the executive puts in the same or more amount of time and effort on most board issues and concerns. Voting provides the opportunity for the executives to communicate their decisions.

But there is also wisdom in an executive withholding his or her vote and allowing the rest of the board the space to bring potentially objective insights to the discussion. Day-to-day immersion in the mission efforts can, at times, narrow or even cloud the executive's view of the situation. Other board members can often bring fresh thinking, objective viewpoints, and broader insight. Since the executive director often has significant input into the overall discussion, not voting makes room to present the necessary information and then trust in the vote of the rest of the governing team.

So vote — or abstain — as wisdom leads. A definitive decision on actually being a non-voting board member (or not a board member at all and therefore a complete subordinate) should be clearly reflected in the language of the bylaws.

Team Player

For all those ex officio, non-voting executives — welcome to the board team. Whenever there is a board function (meeting, training, etc.), the executive is expected and certainly welcomed as a fellow team player.

Jor-El and I are not too far apart. We both assume the chief executive of a PCC will participate in board meetings. And we agree it's helpful to clarify points like this so we don't confuse centers. Frankly, this is a good discussion for boards to have in order to set policy for how their chief executive will function with the board.

That being said, I maintain my position that an organization's chief executive should have a place at the board table but not as a voting member. I've embraced this model because it clearly distinguishes between the roles of the board and the chief executive. Nevertheless, I do believe a ministry could choose either style and maintain good governance.

IT IS VITAL FOR THE BOARD TO RECEIVE INPUT FROM THE CHIEF EXECUTIVE — WHETHER THAT INCLUDES VOTING PRIVILEGES OR ONLY PARTICIPATION IN DISCUSSIONS.

The chief executive plays an important role, not only in the ministry overall but also in the life of the executive board. It is vital for the board to receive input from the chief executive — whether that includes voting privileges or only participation in discussions. The board is free to involve the chief executive — and indeed is advised to involve him or her — in most matters up for discussion. As Jor-El suggested, to avoid conflicts of interest, the chief executive would be excluded from voting on items such as his or her salary or job performance.

If, as is normal, the chief executive partners with the board chairperson to set board meeting agendas and regularly proposes courses of action to the board for their approval, then his or her strong input is implied. The bottom line is this: if the board of a center has, through prayer, research, and wisdom, selected a leader they trust to guide the ministry, it's only logical and natural for them to desire and expect that person's influence to be felt in the boardroom.

Tom Lothamer is president of Life Matters Worldwide. He can be reached by email or phone: 1-800-968-6086, (616) 257-6800.

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