Q&A #91 – Does the Past President have voting rights on a nonprofit Board of Directors?

Question: I have recently transitioned from President to Past President of my nonprofit organization. Do I still have voting rights on the Board of Directors? The Bylaws do not mention this issue.

Answer: The question of whether the Past President has voting rights on a nonprofit organization’s Board of Directors does not have one universal answer, and ultimately depends on the organization’s Articles of Incorporation and Bylaws. If these documents truly do not address the issue and there is nothing in the Articles or Bylaws connecting the Past President position to a seat on the Board, then the Past President will not have voting rights on the Board.

The key distinction is between an “Officer” position and a “Board” (or “Director”) position. It is very common for Officers to simultaneously serve on the Board, and similarly common for Bylaws to specify that Board service to be an eligibility requirement for Officer positions (hence the common phrase “Board Officer”). However, this is not the case for all organizations, and Officer status does not automatically equate to a voting seat on the Board. For example, many organizations have a Secretary and/or Treasurer who does not serve on the Board. Officers and Directors are distinct, though often interrelated, positions.

Planning Tip – The Past President can be one of the most important positions in an organization’s governance structure if this position is well thought out and structured with clear goals and responsibilities. Consider formal roles (such as an Officer position and chairing of Board committees) as well as informal roles (such as serving on councils, task forces, and working group) and think about how the Past President position can be more clearly addressed in the Bylaws language.

While not all organizations create a formal Past President role, the ones that do typically make the Past President one of the organization’s Officers. If, in your case, neither the Articles nor the Bylaws include language establishing that the Past President, or Officers in general, continue to have a seat on the Board (for example, through an ex officio seat – which may or may not be non-voting), then there would not be support for the argument that the Past President is a voting Board member.

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