All boards have ex officio members and questions often arise about whether or not these members should have voting rights. There is no set in stone rule for this; usually the answer is in the bylaws of the organization and whether or not allowing them to vote could be a conflict-of-interest issue.

Ex officio members are those who hold a position that allows them to be part of the board automatically, rather than by being selected through the usual recruitment/review/selection process used for selecting board members from the community. This can be anyone from a chief executive officer to the president of the medical staff to physician representatives. Voting privileges tend to vary among organizations, but it is generally a common practice to allow ex officio board members to vote.

In The Governance Institute’s 2009 Biennial Survey of Hospitals and Healthcare Systems, 38 percent of not-for-profit acute care hospitals and health systems reported that their chief of staff is a voting board member, while 13 percent reported their chiefs of staff do not vote. Compared to previous years, the percent of organizations with a voting chief of staff decreased slightly, with 43 percent in 2007 and 2005 reporting to have a voting chief of staff. The president/CEO was more likely to vote with 48 percent with a president/CEO who is a voting board member, and 15 percent with CEOs who are non-voting members. Exhibit 5 shows a more detailed view of who usually participates and has voting rights on a board.

See Exhibit 5: Participation on the Board—All Respondents

Given the variation in board composition, The Governance Institute looked specifically at CEO and chief of staff board membership positions across types of organizations to get a detailed view of how different types of health organizations engage in CEO and chief of staff board participation.

See Table 13: CEO and Chief of Staff Board Participation by Organization Type (Please note these results are reported in numbers, not percentages.)

Some boards prefer to have ex officio board members vote because they want everyone on the board to be an active participant in making decisions. Eastern Maine Healthcare Systems’ ex officio positions are all voting members and they have found this to work well for them.

“Our ex officio seats are assigned based on a deliberate dialogue regarding the perspectives that are important relative to strategic decision making,” said Michelle Hood, FACHE, president & CEO, Eastern Maine Healthcare Systems. “Therefore, we believe that these directors/trustees have an equal voice and should be afforded the same voting rights as any other board member.”

Not only do they allow ex officio members to participate in decision making, they invite representatives from other groups to participate in committee or board debate if they need a point-of-view from a constituency not represented on the board, although these representatives are excused before final deliberations and voting occur.

Members from other non-profit healthcare organizations voiced a similar opinion stating that there’s value in allowing ex officio members to vote. One such health system’s CEO said, “Our ex officio board members vote and it works well. In our boards opinion there is no reason to be a board member without a vote.”

While some organizations may not allow ex officio members to vote, they still make sure these members are heard during discussions. For example, one healthcare system that has three ex officio members—two physicians representatives and the chair of a foundation board—does not allow these members to vote, but the board finds it valuable for them to provide a voice for the medical staff and the community.

“We feel that this works well since it provides an opportunity for a broader spectrum of views,” said a representative from this organization.

Having voting privileges for ex officio members is all about what works for your organization. The potential for conflicts of interest can be enhanced with these members, but those conflicts can be handled appropriately with proper disclosure and board procedures (for example, no ex officio members should be involved in discussions regarding CEO compensation). The bottom line: the votes of these unique board members should not weigh more heavily in decision making than the vote of any other board member.