Why Your Nonprofit Does Not Need an Executive Committee
Did you know that it is possible to have a nonprofit board committee that has more power and authority than the full board? No, I’m not making this up. This is most often in the form of a standing executive committee described in the by-laws.
Nonprofits with a very large number of members — 18 or more — will likely benefit from some structure that coordinates or steers, but that doesn’t address the perceived need for such a large board. And boards of three or five should not need any committees as they are a committee of the whole, but boards with 12 to 18 members more often find reasons to create a body that is sort of a super-board to do a number of tasks that may be done but at the expense of leaving the rest of the board members behind and not having an equal voice in decision-making.
The central question is “why?” Why is the majority of board members willing to abdicate their responsibility to a small group of members? Do members not know or understand that legally fiduciary duty applies wholly and severally, meaning the board as a whole and the individual members bear full fiduciary duty for their actions. Plus, why would some want to be left out of decision-making, recognizing that the board is effectively the surrogate owner of the nonprofit on behalf of the public.
But let’s put aside the legal element to recognize that executive committees are a bad idea. This has been proven again and again. Sure, executive committees aim to take on the burden of oversight and management. And certainly, plenty of board by-laws or manuals — that can be easily modified — establish executive committees as central to the board structure. These might say:
“The Executive Committee shall exercise all of the powers and duties of the board on an “as needed” basis when the board is not in session.”
Or, worse in my opinion:
“The purpose of the executive committee is to fill (name of organization)’s fiduciary duties on a day-to-day basis.”
Some organizations may also say this committee may provide oversight of and support to the nonprofit’s executive/CEO, annual goal setting and performance review. Your board does undertake these activities, don’t they? The executive committee often serves as the communication link or processor of information between the board and executive versus having every board member as the “boss.”
My position is that while the roles and responsibilities of executive committees vary from innocuous to periodic, these committees are de facto substituting for what is the job of the whole board. Executive committees with clear or fuzzy assignments tend to (and yes, there is overlap in this list for emphasis):
- Usurp the authority of board
- Give the board a false sense of business being managed
- Substitute for the board on matters that are singularly the purview of the whole board
- Surreptitiously take care of business in between scheduled board meetings
Conduct executive oversight, communication and performance reviews
- Diminish the need for a board beyond the members of the executive committee.
So, if you eliminate your executive committee, who will be responsible for the tasks it assumed? Here’s an overview of possible answers to who does the work many current-day executive committees have been assigned.
Policies, plans and procedures don’t prevent but prepare your nonprofit for the unexpected. The board can assign a task force (with a clear assignment, as well as start and end date) to work on contingency plans. The board can then consider its recommendations. Staff can advise the task force, and, of course, implement any approved action, but remember no board committee or task force can make decisions on the board’s behalf.
Meeting Agenda Development
Assign agenda preparation to a different board member each month, but preferably not the officers, who already have enough to do. Though board chairs may want to prepare agendas, rotating meeting chairs helps prepare future members to serve as board leadership by providing the members experience and the organization a smoother succession.
It is the job of the governance committee to ensure committees are populated, understand the charter or board assignments and, subsequently, complete these assignments. The full board — as the beneficiary of information for its fiduciary, strategic and generative conversations — is collectively responsible for praising and/or calling committees to task for their work.
In terms of executive oversight and performance review, the board, perhaps via a task force, can complete this assignment annually. Of course, the board and executive must first agree on expectations regarding goals or progress reports. A dashboard is an example of a tool that could track expectations and accomplishments.
Every board meeting is an opportunity for the executive to present a report, preferably in the form of a dashboard, to show progress toward goals, including compliance — a core fiduciary board obligation. I am a huge proponent of graphic versus narrative presentations, so that’s what I recommend here.
A second touch point is the relational aspect between executives and board members. I strongly urge executives to reach out to every board member on a bi-monthly or quarterly basis to to learn what, if anything, the executive can do to ensure the board member’s understanding and satisfaction with themselves and the nonprofit. Research has indicated that a positive relationship produces positive transactions.
But what happens between board meetings? The board chair can serve as liaison between the board and the executive to ensure communication is clear and timely. On the other hand, with effective board meetings and periodic communication with each board member, this may be an unneeded task for the chair.
So dump your executive committee and strengthen the role of your members, increase leadership development opportunities and continue to further your mission.