Many people are familiar with the idea of the secretary on a non-profit board. However, ideas about what role the secretary plays, even to those who serve on boards, probably does not go much beyond them taking minutes and sending out meeting notices.
While the board secretary is usually a most appreciated volunteer, the power of the position for good is almost always under-utilized. The board secretary can be a real force for improving non-profit governance. So, what is involved in taking the role to greater heights? What is the nature of their powers?
Many non-profit boards include people who, by virtue of their job or past role, sit as ex officio directors or committee members. This can include government representatives, past chairs, or the executive director. Typically these positions are named in the bylaws or board committee or position descriptions. Ex officios are considered non voting directors although this meaning of the term is not the original one.
Are ex officio positions on boards an old idea we should let go of? Are there benefits of ex officio involvement on one’s board? Little has been written about the expectations of ex officios
Some non-profit organizations are governed by “representative” boards of directors. This means that the composition of the board is determined by the formal connection of the directors to particular constituencies or stakeholder groups. According to Australian board consultants Lynn Ralph and Alan Cameron, representative boards are “superficially attractive” but the idea requires a much closer look.(1)
Often the main motivations for specifying the composition as representative is to insure that the board’s decisions reflect the will of the stakeholders. Also, such an organization is, in theory, directly accountable for its actions back to the stakeholders through the directors themselves.
The son of one of your nursing home clients, an elderly woman with dementia, is on your board. At board meetings he often raises issues around the care she is receiving such as how she is treated by staff, staff training, the cleanliness of the facilities, or the quality of the meals provided. The other family members around the table, which represent half your board, are usually quick to add their input based on their experience with their loved ones. Having the executive director’s ear at a board meeting apparently can be too good an opportunity to pass up.