Good practice library

Information and ideas for boards and committees

Voting vs. non-voting board members

Other types of board members, sometimes also known as board observers, ex officio members, advisors, or honorary members, attend board meetings and participate in discussions and do not always have the right to vote on board decisions. Their role allows them to provide input and insights with or without influencing the final decisions directly. These board members can be appointed for various reasons, such as bringing in specific expertise, representing certain stakeholders, or as part of a transition into a full board member role.

Board observer

A board observer is someone who attends and participates in board meetings but does not have voting rights. They are not full board members but can engage in discussions and provide insights. Board observers are often appointed by investors or stakeholders to keep an eye on the company's operations and decisions. Board observers play several important roles in a company, including:

  • Monitoring and reporting: They keep an eye on the company's operations and decisions, ensuring that the interests of the stakeholders they represent are considered.
  • Providing insights and advice: While they don't have voting rights, board observers can offer valuable advice and guidance on strategic and operational matters.
  • Facilitating communication: They act as a bridge between the board and the stakeholders they represent, ensuring clear and effective communication.
  • Understanding decision-making processes: Observers gain insights into how decisions are made within the company, which can be crucial for future strategic planning.
  • Ensuring compliance: They help ensure that the company adheres to legal and regulatory requirements by monitoring board activities.

Ex officio

An ex officio member on a board is a person who is part of the board by virtue of holding a particular office or position, rather than being elected or appointed specifically as a board member. Here’s what being an ex officio member typically involves:

Roles and characteristics

Ex officio members gain their board seat automatically because of the office or position they hold. For example, a CEO or a government official might serve ex officio on certain boards. They often provide valuable insights and expertise relevant to their official role, contributing to board discussions and decision-making.

Voting rights

Ex officio board members can have either voting or non-voting rights. The organization's bylaws will specify whether ex officio members have voting rights. This document is key in defining the roles and powers of board members. Sometimes, the specific position held by the ex officio member (e.g., CEO, government official) might influence whether they have voting rights.

Responsibilities

Ex officio members are expected to attend board meetings and actively participate in discussions bringing important information and perspectives from their official roles to the board, ensuring relevant issues are considered. They provide guidance based on their expertise and the information from their primary role.

Examples

  • CEO or Executive director: Often serves ex officio on the board, providing operational insights and updates.
  • Government officials: May serve on public or non-profit boards ex officio to represent governmental interests and policies.

Honorary board member

An honorary member of a board is someone who is recognized for their significant contributions or distinguished service to the organization or the broader community. Honorary board members are typically not involved in the day-to-day decision-making process of the board but are given this title as a mark of respect and recognition.

Roles and characteristics

  • Recognition: Honorary members are usually honored for their past contributions, achievements, or long-standing support for the organization.
  • Non-voting: They typically do not have voting rights and do not participate in the formal decision-making process.

Responsibilities

  • Ambassadorship: Representing the organization in the community and at events, helping to raise its profile and support.
  • Fundraising support: Assisting with fundraising efforts by leveraging their networks and reputation.
  • Advisory input: They may provide advice and input based on their experience and expertise, though this is often informal and non-binding.

Benefits to the organization

  • Prestige: Adding prestigious names to the board can enhance the organization's reputation and credibility.
  • Networking: Honorary members can bring valuable connections and opportunities to the organization.
  • Historical continuity: They provide a sense of continuity and historical perspective, helping to maintain the organization's legacy and traditions.

Board advisor

A board advisor is a person who provides specialized guidance and expertise to the board of directors without being a formal board member. They play a critical role in enhancing the board's decision-making and strategic direction.

Role and responsibilities of a board advisor

  • Subject matter expertise: Advisors bring deep knowledge and expertise in specific areas such as finance, legal, marketing, technology, or industry-specific insights.
  • Non-voting: Typically, advisors do not have voting rights on the board. Their role is to advise and not to make decisions.
  • Unbiased advice: As they are not part of the day-to-day operations, advisors can provide an independent and objective viewpoint.

Benefits of having board advisors

  • Enhanced decision-making: Their expertise can help the board make more informed and effective decisions.
  • Flexibility: Advisors can be engaged for specific projects or challenges, providing flexibility in their involvement.
  • Resource efficiency: They provide valuable insights without the organization needing to hire full-time executives for these roles.

Challenges to consider

  • Role clarity: It's important to clearly define the advisor’s role to avoid overlaps and confusion with formal board members.
  • Integration: Ensuring advisors are well-integrated into board activities and their input is effectively utilized.