Benefit or Curse? Nonprofit Board Executive Committees
Nonprofit board executive committees are often hailed as essential structural elements, but perhaps it’s time for executive committees to go the way of the first Apple computer.
So, what do we know about executive committees? I find it pretty common to find executive committees in bylaws as follows:
Executive Committee: The executive committee of the board shall be comprised of the board officers (board chair, vice chair, secretary and treasurer). The board chair shall serve as the executive committee chair. The executive committee will meet as necessary to fulfill its obligations to the corporation and its responsibilities shall include:
a. Transacting all regular business of the corporation as may be necessary between meetings of the board, with such actions having the same force and effect of action of the board.
b. Coordinating work of the board.
c. Providing guidance between board meetings to the CEO.
d. Making recommendations for amendments to the corporation’s articles of incorporation, bylaws and other governing documents.
e. Coordinating the performance evaluation of the chief executive.
f. Other responsibilities as assigned by the board.
So let’s look at this list of duties in more detail.
A ‘Board Killer’
It is, of course, the first function in this list of duties: transacting business necessary between meetings. That is really the biggest “killer” of a board in terms of its power, authority and purpose. This responsibility or authority effectively usurps the power and responsibility of the full board making it null and void. Now I have heard the argument that maybe having this authority for emergencies and exceptions can make sense, but I would argue that good policy is what makes sense of exceptions and if there really is an exception, why shouldn’t the whole board be involved in addressing the situation?
Now, coordinating the work of the board is another one of those assignments that leaves me with the question: what’s to coordinate that the board as a whole shouldn’t coordinate? This is the business of the full board and assigning this business to a committee I believe does a discredit and again, usurps the full authority and responsibility of the full board.
Maintaining the Organization’s Documents
I am going to jump over the oversight or support role of the CEO or executive director for a moment and discuss the upkeep of the organization’s documents. I believe this task can be handled in one of two ways.
First, the concept of a governance committee has been introduced in more recent years. This structure, a standing committee comprised of board members, has the primary job of the “care and feeding” of the board. Tasks include recruitment, orientation, training, annual board assessment (yes, I believe every board should do this as a way of keeping on its “game”) and ensuring that governing documents are kept current to address the needs of the board. The concept of a governance committee assumes first that it is a board’s job to pay attention to the care and maintenance of a board. Some would argue that this committee is actually the most important committee of a board as its activities leaves nothing to chance as to what should go “right” in terms of board efficiency and effectiveness. A governance committee solves an age-old challenge of failing to place the board on a higher level of priorities as the entity that ensures the whole organization succeeds.
And, of course by now, you likely recognize that having the assignment to fulfill “other responsibilities as assigned” is pretty unnecessary as the full board can either create a task force or special committee to address unaddressed or unexpected needs, and a standing committee for this purpose is counterproductive and gives the full board permission to defer.
Review of the CEO’s Performance
Now, back to the oversight of the executive or, at least, the conduct of the annual performance review. I believe in the principle that a nonprofit board has one employee. That one employee is the executive. And, it is up to the full board, not a committee, to annually agree on the executive’s performance measures and conduct an annual review. This does not of course mean that the full board couldn’t annually assign those members of the board who work closest with the executive (i.e. board chair) to coordinate the annual review. Should this review be conducted by a standing committee? I don’t think so. Again, the one employee is the full board’s employee. With clear measures and expectations, all members should be able to participate in
Bottom line: Maybe the days for board executive committees should be over. There is little need to give a nonprofit board permission to be less engaged and this is effectively what I pose that executive committees accomplish best.