Board Status for Staff Members

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    It is important that specific terms be used/understood with consistent definitions. Members of a Board of a non-profit organization, by law, are those individuals who have specific responsibilities and liabilities, and who have unrestricted voting rights — except for conflict of interest situations.

    Anyone who does not have voting rights, therefore, is not a Member of the Board.

    For someone to be a Member of the Board, “by virtue of the office that they hold,” does not — cannot — restrict their voting rights.

    To say that, “Executive directors are usually ex officio members of the board and that they are non-voting members,” is a contradiction. If they are Board Members, they have a vote. If they don’t have a vote, they’re not Board Members.

    Of course many well-meaning and well-intentioned NPOs include language in their by-laws about Executive Directors (and/or others) being non-voting Board Members, but that doesn’t make such provisions correct.

    When it comes to his/her participation in board activities, the Executive Director does play a very important advisory role, but that’s all it is, or should be — advisory.

    Don’t be confused by the use of different terms to refer to the person who oversees the day-to-day operations of an NPO. However that position is defined, whether President or Executive Director or any other designation, if s/he is paid staff, then s/he shouldn’t be a Board Member. It creates too many conflicts of interest.

    My observation would be that any Board that makes provisions for others to be non-voting members doesn’t understand the non-profit process or the legal implications, and I would caution against doing something just because others “usually” do it.

    Check with an attorney who has expertise in non-profit law, not just any attorney, to be sure what the legal strictures are in your state.

    Meanwhile, your E.D. can function as a resource and provide recommendations. That’s always a good idea.
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