Quick answer
Ex officio is Latin for “by virtue of office.” An ex officio board member holds a board seat automatically because of another position they hold, such as executive director, past chair, or chair of a partner organization. They are not elected to that seat.
In Canada, whether you can have ex officio directors depends on the law your nonprofit is incorporated under:
- Ontario’s ONCA and B.C.’s Societies Act permit them.
- The federal CNCA does not, although a 2026 federal proposal would change that.
Key takeaways
The seat belongs to the office, not the person. When someone leaves the office, their successor takes the seat.
Ex officio does not mean non-voting. Voting rights come from your governing statute and bylaws, not from the label.
Federally incorporated (CNCA) nonprofits cannot have ex officio directors today. They can use observers, member-elected nominees, or board-appointed directors instead.
Ex officio directors owe the same fiduciary duties as every other director, and those duties are owed to your corporation.
Your bylaws should spell out voting, quorum, term and removal for every ex officio role.
What Does Ex Officio Mean?
Ex officio (pronounced eks uh-FISH-ee-oh) is a Latin phrase meaning "by virtue of office" or "from the office." It describes a right, duty or position someone holds automatically because of another role. Nobody has to elect or appoint them to it separately.
The phrase works two ways in a sentence:
As an adjective: "The executive director is an ex officio member of the board."
As an adverb: "The past chair serves on the governance committee ex officio."
You'll see both "ex officio" and "ex-officio." Canadian statutes and most legal style guides use the unhyphenated form. In French, including Quebec usage, the equivalent is d'office, as in membre d'office.
The Seat Follows the Office
The most important rule is that an ex officio position is attached to an office, not to an individual.
Suppose your bylaws make "the Chair of the XYZ Foundation" an ex officio director:
Whoever holds that chair sits on your board.
When their term at the Foundation ends, their seat on your board ends too.
Their successor takes the seat automatically, with no election or board resolution needed.
In Canadian law more broadly, the term appears wherever an office carries a built-in role. One example is a public official who sits on an agency's board because of their government position.
What Is an Ex Officio Board Member?
An ex officio board member sits on a board, or on a board committee, because of a position they hold inside or outside the organization. Common examples in Canadian nonprofits include:
the Executive Director or CEO, sitting with the board;
the immediate past chair, serving one extra term for continuity;
the chair of a related organization, such as a hospital's board chair sitting on its fundraising foundation's board;
a municipal, Indigenous Nation or government representative named in a funding or partnership agreement;
the board chair as a member of every committee except the nominating committee.
Ex Officio vs. Other Board Roles
| Role | How they get the seat | Votes? | Legally a director? |
|---|---|---|---|
| Elected director | Elected by members | Yes | Yes |
| Board-appointed director | Appointed by the board, within statutory limits | Yes | Yes |
| Ex officio director | Automatically, by holding another office | Usually yes; set by statute and bylaws | Yes, where the statute permits it |
| Ex officio observer / non-voting attendee | Automatically, by holding another office | No | No |
| Honorary or emeritus title | Granted by the board | No | No |
| Advisory board or committee member | Appointed by the board | Only within the committee, if at all | No |
Directors, members and officers are different roles. If you need a refresher, see our guide to typical roles in Canadian non-profit organizations. In short:
Directors govern the organization and owe fiduciary duties.
Members elect the directors and approve fundamental changes.
Officers (chair, treasurer, secretary) are appointed by the board to carry out specific roles.
An ex officio person can be any of these. Your bylaws must say which.
Advisory roles work differently from board seats. Learn more about how an advisory board meeting works.
Does Ex Officio Mean Non-Voting?
No. This is the most common misconception about the term.
"Ex officio" describes how someone gets their seat. It says nothing about what rights come with it. Under Robert's Rules of Order, ex officio members have the same rights as other members, including the right to vote, unless the bylaws say otherwise.
In Canada there's an extra wrinkle. Corporate statutes don't create a "non-voting director" category. A director is a director, with the same legal duties as everyone else at the table.
If you want someone in the room without a vote, it's usually cleaner to make them a non-director ex officio observer or advisor. Calling them a "non-voting director" invites confusion about their duties and liability.
| Voting status | When it fits | How to document it |
|---|---|---|
| Full vote (ex officio director) | The statute permits ex officio directors and the office is central to governance | Bylaws name the office as an ex officio director seat |
| No vote (ex officio observer) | You want their information and continuity, not their vote (e.g. a salaried Executive Director) | Bylaws or board policy grant attendance and speaking rights only |
| Issue-limited participation | They advise on specific matters | Committee terms of reference |
Ex Officio Directors Under Canadian Law (2026 Update)
Nonprofit corporate law in Canada is set federally and province by province. The statute your organization is incorporated under decides whether ex officio directors are allowed at all.
| Statute | Ex officio directors allowed? | Key points |
|---|---|---|
| Canada Not-for-profit Corporations Act (CNCA) | No (as of October 2026) | Members must elect directors. A 2026 federal proposal would allow ex officio directors through the bylaws. |
| Ontario Not-for-Profit Corporations Act, 2010 (ONCA) | Yes, if the by-laws provide for them | Ex officio directors are excluded from members' general right to remove directors. |
| B.C. Societies Act | Yes | Rights should be set out in the bylaws. Limits apply to how many directors can be employees or contractors. |
| Other provinces and Quebec | It depends | Check your provincial nonprofit or companies statute before adding ex officio seats. |
Federal Corporations (CNCA): Not Permitted Today
Under the CNCA, members elect the directors for terms of up to four years. Corporations Canada interprets this rule as excluding ex officio directors. This was a deliberate change: older federal law recognized them, and the CNCA removed them to protect members' rights.
CNCA corporations still have four lawful workarounds:
Member-elected nominee. The bylaws require the nominating process to put forward the office-holder (for example, the partner organization's chair), and the members then elect that person. This is the most common practical solution.
Board-appointed director. If your articles allow it, the board can appoint additional directors, up to one-third of the number elected at the previous annual meeting. Those terms are short, so this suits interim needs.
Ex officio observer. The office-holder attends and speaks at board meetings without being a director.
Committee membership. The office-holder sits ex officio on an advisory committee. Committees that exercise board powers must be made up of directors.
What Changed in 2026: The Federal Proposal to Allow Ex Officio Directors
In spring 2026, Innovation, Science and Economic Development Canada (ISED) consulted on amendments to the CNCA as part of the federal Red Tape Review.
One proposal in the consultation paper would let corporations amend their bylaws to provide for ex officio directors, provided that:
they meet the same obligations as every other director; and
they can be removed like other directors.
ISED acknowledged that many corporations already approximate ex officio seats through single-candidate elections. Sector advisors have welcomed the flexibility but urged caution about full voting rights. For example, Sport Law prefers non-voting observer roles because of conflict-of-interest risk.
Status as of October 2026: this is a proposal, not law. The CNCA's ban on ex officio directors still applies. Don't add ex officio director seats to a CNCA corporation's bylaws until an amendment actually passes and comes into force. We'll update this article if that happens.
Ontario Corporations (ONCA): Permitted Through the By-laws
ONCA expressly allows by-laws to make the holder of a specified office a director by virtue of that office. Build these points into your by-laws:
Removal. Members can generally remove directors by ordinary resolution, but ex officio directors are excluded from that right. Their seat ends when they leave the underlying office, so define that office precisely. See how members can remove directors under ONCA.
Term. The four-year maximum applies to elected directors. An ex officio director's term follows their office.
Employee limits. In a public benefit corporation, no more than one-third of directors may be employees of the corporation or its affiliates. That matters if you're making the Executive Director a director.
Charities. Directors of Ontario charities generally must serve without pay. A 2018 regulation allows certain payments only in limited circumstances; see can a charity director be paid in Ontario?. A salaried Executive Director holding a voting director seat therefore raises remuneration issues. Many Ontario charities make the ED a non-voting ex officio attendee instead.
If your corporation missed the ONCA transition deadline of October 18, 2024, the Ontario transition guidance specifically flags ex officio director provisions for review. For the full list of director rules, see the key requirements and obligations for directors and officers under ONCA.
B.C. Societies: Permitted, but Write It Down
B.C.'s Societies Act specifically recognizes ex officio directors: people who are directors because of a position they hold rather than through an election. According to Clicklaw's Societies Act FAQ, they can hold the same rights as other directors, and those rights should be stated clearly in the bylaws.
B.C. also limits how many of a society's directors can be employees or contractors. Check that before giving staff ex officio seats.
Registered Charities: Watch Arm's-Length Control
To be designated a charitable organization or public foundation, a registered charity must have more than 50% of its directors dealing with each other at arm's length. See CRA's types of registered charities.
Ex officio seats held by people from a related entity, such as a parent organization, sister charity or family foundation, can tip that balance. If it tips, your charity's designation could change. Model your board composition before adding ex officio seats.
Federal soliciting corporations face a similar check: at least two of their directors must not be officers or employees of the corporation or its affiliates.
Do Ex Officio Members Count Toward Quorum?
Under Robert's Rules of Order, it depends on which of two kinds of ex officio member you have:
| Type | Example | Rights and obligations | Counted for quorum? |
|---|---|---|---|
| Under the organization's authority (a member, officer or employee) | Your treasurer or Executive Director | Full rights and obligations, including attending | Yes |
| Not under the organization's authority | A government official or another organization's chair | Full rights, but no obligation to attend or participate | No |
| The chair as ex officio member of all committees | Board chair on the finance committee | Can attend and vote, but isn't required to | No |
These are default rules. Your statute and bylaws override them, and many Canadian organizations use other procedural authorities such as Wainberg's Society Meetings or Bourinot's Rules of Order.
The safest approach is for your bylaws to state, for each ex officio role:
whether that person counts toward quorum; and
whether they are required to attend.
For more on setting quorum, read our guide to quorum for board meetings in Canada. For running meetings under Robert's Rules, see how to run a board meeting using Robert's Rules.
Fiduciary Duties: Same Seat, Same Duty
An ex officio director is a full director in the eyes of the law. They carry the same statutory duties as everyone else, under section 148 of the CNCA or section 43 of ONCA:
act honestly and in good faith, with a view to the corporation's best interests;
exercise the care, diligence and skill of a reasonably prudent person;
disclose conflicts of interest (CNCA s. 141; ONCA s. 41) and abstain from voting where required;
keep board deliberations confidential.
For a deeper look at these obligations, see fiduciary duty for nonprofit board directors in Canada and these key responsibilities for Canadian charity board directors.
The nominee trap. An ex officio director who sits on your board because of their role at another organization still owes their duty to your corporation, not to the body they come from. If the two organizations' interests collide, they must declare the conflict. They can't act as the other organization's delegate. Put this in writing in your board orientation materials and conflict-of-interest policy.
Ex officio observers who aren't directors don't carry director duties. They should still sign a confidentiality agreement and follow your conflict-of-interest policy. They should also be asked to leave executive (in-camera) sessions when appropriate.
Common Ex Officio Roles in Canadian Nonprofits
| Role | Why organizations use it | Main risk | Common safeguard |
|---|---|---|---|
| Executive Director / CEO | Keeps board and staff in sync | Overseeing their own performance and pay; remuneration rules for charities | Non-voting observer; leaves the room for ED evaluation and compensation |
| Immediate past chair | Continuity and institutional memory | A dominant voice; a board that keeps growing | One term only, stated in the bylaws |
| Chair of an affiliated organization | Keeps a foundation aligned with its parent | Divided loyalty; arm's-length control | Written conflict protocol; check CRA arm's-length rules |
| Board chair on all committees | Oversight and coordination | Chair overload; quorum confusion | Exclude the nominating committee; state quorum treatment |
| Government or funder representative | Required by funding or partnership agreements | Confidentiality; independence | Observer status; confidentiality agreement |
| Founder | Honours the founding vision | Founder's syndrome; entrenchment | Honorary or advisory title rather than a director seat |
How to Set Up Ex Officio Roles in Your Bylaws
Checklist
Confirm your statute allows ex officio directors. ONCA and B.C. do. The CNCA doesn't, so use a workaround.
Name the office precisely, for example "the person holding the office of Chair of the XYZ Foundation", not "a Foundation representative".
State whether the person is a director, an officer, or a non-director observer.
State their voting rights at board and committee meetings.
State whether they count toward quorum and whether attendance is required.
Define when the seat begins and ends, tied to the underlying office.
Address removal and replacement, including what happens if the office becomes vacant or is abolished.
Check composition limits: employee caps, arm's-length requirements and minimum independent directors.
Set information access. If you use board management software, give observers access that matches their role. Record ex officio attendance and voting status in your board meeting minutes.
Review every two years, and whenever federal or provincial law changes.
Sample Clauses
These are starting points only. Have a lawyer adapt them to your statute, articles and existing bylaws.
A. Ex officio director (ONCA or B.C. Societies Act)
The person holding the office of [title] of [organization] shall be a director of the Corporation by virtue of that office, with the same rights, duties and voting entitlements as other directors. That person ceases to be a director on ceasing to hold that office, and the next holder of that office becomes a director without election.
B. Ex officio observer (any statute, including the CNCA)
The person holding the office of [Executive Director] shall be entitled to receive notice of, attend, and speak at all meetings of the Board, but shall not be a director, shall not vote, and shall not be counted toward quorum. The Board may ask that person to withdraw for any matter concerning their own employment or compensation, or any matter in which they have a conflict of interest.
C. Chair on committees
The Chair of the Board shall be an ex officio member of every committee of the Board except the Nominating Committee, with the right to vote, but shall not be counted in determining quorum.
Benefits and Risks at a Glance
| Benefits | Risks |
|---|---|
| Continuity when leadership turns over | Passive members who assume their seat is guaranteed |
| Built-in links to affiliates, funders and communities | Divided loyalty and conflicts of interest |
| Expertise without a recruitment cycle | Weaker member democracy (the reason the CNCA bans ex officio directors) |
| Alignment between a parent organization and its foundation | Composition problems: employee caps, arm's-length control |
| Simpler succession, because the seat passes automatically | Disputes when bylaws are vague about votes or quorum |
Conclusion
The ex officio meaning is simple: a seat that comes with an office. The rules around it are not.
In Canada, your incorporating statute decides whether ex officio directors are allowed at all. Ontario and B.C. permit them. Federally incorporated nonprofits still need workarounds while the 2026 CNCA proposal moves through government. Whichever law applies, your bylaws should spell out each ex officio role's vote, quorum treatment, term and removal.
Setting up a new organization? Start your nonprofit with OrgHub or incorporate online. Already running one? OrgHub's managed nonprofit service helps keep your bylaws, minutes and governance records compliant and current. You can also learn how to call a board meeting for a non-profit in Canada and how to write minutes for a board meeting.
This article is general information, not legal advice. Speak with a nonprofit lawyer about your organization's specific situation.
Frequently Asked Questions
What does ex officio mean?
Ex officio is Latin for "by virtue of office." It describes someone who holds a role, such as a board seat, automatically because of another position they occupy, rather than being elected or appointed to it.
What is an ex officio member of a board?
An ex officio board member sits on the board because of another office they hold, such as Executive Director, past chair, or chair of an affiliated organization. When they leave that office, their successor takes the seat.
Does ex officio mean non-voting?
No. Ex officio describes how someone gets their seat, not their voting rights. Under Robert's Rules, ex officio members can vote unless the bylaws say otherwise. In Canada, your governing statute and bylaws decide.
Can a federal nonprofit (CNCA) have ex officio directors?
Not as of October 2026. The CNCA requires members to elect directors, so ex officio directors aren't permitted. A 2026 federal proposal would allow them through the bylaws, but it isn't law yet.
Are ex officio directors allowed under Ontario's ONCA?
Yes. ONCA lets by-laws make the holder of a specified office a director by virtue of that office. Members generally cannot remove ex officio directors by ordinary resolution; their seat ends when they leave the underlying office.
Do ex officio members count toward quorum?
Under Robert's Rules, ex officio members who are members, officers or employees of the organization count toward quorum. Outside office-holders, and a chair serving on all committees, do not. Your bylaws can set a different rule.
Can the Executive Director be an ex officio board member?
Often yes, but carefully. Many Canadian charities make the Executive Director a non-voting ex officio observer. This avoids director remuneration problems and staff overseeing their own performance.
Do ex officio directors have fiduciary duties?
Yes. An ex officio director has the same duties of honesty, good faith, care and conflict disclosure as any other director. Those duties are owed to the corporation they sit on, not to the organization they come from.
What does ex officio mean in Robert's Rules?
Under Robert's Rules, ex officio members have full membership rights, including voting. Those under the organization's authority also carry full obligations. Those who aren't, such as outside officials, have no obligation to attend and aren't counted for quorum.
What is ex officio in French?
In Canadian and Quebec French, the equivalent is "d'office," as in "membre d'office" (ex officio member).