A couple years ago I wrote a piece for ArtsHacker debunking the notion that anyone who was an ex officio member of a non-profit board did not have the power to vote. The fact is, they have the right to vote unless the organizational bylaws specifically indicate they don’t.
More recently though I discovered that some states like California actually prohibit a non-profit board of directors to have non-voting members which lead me to write a new ArtsHacker post.
The thought is that the role of director comes with certain responsibilities and obligations and so only those fully invested with the decision making authority to fulfill those obligations should be a director. This applies to any committees that exercise board powers as well, which is pretty much all of them (i.e. Executive, Finance, Governance, Nominating, Compensation, etc).
Since some boards have non-voting emeritus director positions or bestow major donors with honorary director titles, the law requires either the title be changed or the bylaws altered to provide these people with votes. (Though if the person has all the rights, responsibilities and authority of a director, they are considered a director regardless of their title as Trustee, Governor, Visitor, etc.)
Other people can attend these board and committee meetings to provide feedback and advice, but they are considered guests or advisors.
Now you may be thinking that the presence of executive leadership at board and committee meetings is crucial to the operations of a non-profit organization and it undermines their credibility if they are only considered to be a guest at the official proceedings.
The authors of the document providing advice about the law, (though they point out that they are not providing official legal advice, nor am I), suggest the following approach:
For example, a corporation may include in its bylaws a provision that the chief executive is required and has the right to attend every board meeting, unless specifically excused by the board. Such a person would be able to express opinions about matters up for discussion, present reports and be involved in the logistics of organizing board meetings, such as notification and setting the agenda.
(I suppose there are some executive leaders who were momentarily excited by the prospect of feigning their dismay at not being allowed to attend an interminable board meeting, but unfortunately, it is the law.)
Check out my full post on ArtsHacker. It may bear doing a little research to learn if your state has similar laws regarding board membership.