By Robin Hindsman Stacia, BoardSource senior governance consultant; principal, Sage Consulting Network, Inc.
Not to be? Many of you may think that questioning the relevancy of the executive committee (EC) crosses a sacred line. If you do, it’s because somewhere along the way, we’ve allowed our executive committees to become sacred groups with the ability to make limitless decisions and act in lieu of the board’s full participation. And when I say “we,” I mean board members. Our executive committees didn’t take this level of power by force or coercion; rather, we have been giving away this power so we can do less! There, I’ve said it: Board members allow the executive committee to cover for their lack of engagement.
Just hold your horses, you say: Executive committees have the authority to act on behalf of the board, and they are a common standing committee. According to Leading with Intent: A National Index of Nonprofit Board Practices, 78 percent of boards have executive committees, making them the most prevalent of all committees reported. Surely, 78% of nonprofit boards can’t be in the wrong!
Okay, maybe there are a few effective executive committees out there, but, in many more cases than we hate to admit, our executive committees are what were intended to be a good practice gone wrong. And I’m not alone in my desire to see them ‘not be.’ In the May 26, 2011 issue of The Nonprofit Quarterly, Simone P. Jayaux defiantly declared, “I’m on a worldwide mission to destroy all executive committees.” Why? Because board disengagement — something many, many boards struggle with — can be worsened by the presence of even a halfway functional executive committee. And, as the board’s engagement deteriorates, the executive committee grows in strength, becoming the de facto board and undermining the legal and statutory responsibilities of the full board.
If you’re among the 78 percent of boards that have an executive committee, the full board must retain its position as the primary authority for the organization and take steps to ensure that your EC doesn’t exceed its boundaries. There must be full transparency between the deliberations and decisions made by the EC and the full board. The take-away here is that board members can’t delegate their responsibilities, fall asleep on the job, and fail to maintain full engagement and accountability.
The following are some practical actions that will help your board improve its executive committee processes:
- Consider if your executive committee is necessary for your board. Not all boards require an executive committee, and each needs to consider the added value and if the EC’s responsibilities could be handled by other committees or perhaps the board’s officers.
- Make sure the bylaws detail the specific scope of responsibilities for your EC, clearly state the membership, and indicate when the EC’s decisions must be confirmed by the full board. The more structure the better — limit flexibility. Clearly identify what the EC should not do.
- Use the EC to vet ideas and options for full board discussion, not decision making.
- Ensure that there is a process in place for full board review of EC minutes and actions.
- Consider the appropriate meeting frequency for the EC. Consider having this committee meet only when necessary and not routinely, which will minimize the possibility of diluting board responsibilities. Executive committees that meet more frequently are prone to doing more work — work that might be better delegated to other committees, your board officers, or even management.
Executive committees: To be or not to be? Emerging governance trends suggest that we change or eliminate our executive committees. That means we need to rethink business as usual and engage in an honest evaluation of the impact of our executive committees on our boards. Are we, as board members, enabling board disengagement by allowing our executive committees to make decisions for us? If so, it’s time to reengage and take back our power.
