Have Executive Committees Run Amok?

Practically every set of not-for-profit or association bylaws contains a provision that establishes an Executive Committee of the Board. They are often comprised of the current Board Chair, the past Chair, the Vice Chair and the Board's Secretary-Treasurer. Too often, the bylaws don't go any further than this - they simply state there shall be an Executive Committee, but don't say what role or responsibilities will fall to it.

And the Executive Committee, with nothing to guide it, decides on its own what role it will play. It often meets before the full Board, and reviews and discusses the entire Board agenda. When the Board meeting takes place, the Chair will often precede discussion on a certain agenda item with, "The Executive Committee discussed this in detail yesterday, and we recommend.........".

What this does is three things. First, it makes Board members feel like second-class citizens - many are likely questioning why they are on the Board if the Executive Committee is doing all of the work and essentially driving all decisions. Secondly, members of the Board often take the easy way out, rather than deal with issues and make decisions that truly fall to them, by deferring a matter to the Executive Committee. And finally, members of the Executive Committee are essentially holding the same meeting twice - once on their own, and once with the full Board. Is this an effective use of their time, and that of the Chief Staff Officer who likely also attends both meetings? I don't think so.

If the bylaws fail to address the role of the Executive Committee, the full Board should discuss this issue with a view to establishing documented terms of reference.

I wonder sometimes if Executive Committees, because they are referred to in the bylaws, have, with the best of intentions, determined on their own what their job should be. For me, the key driver should be ensuring that they don't do work that rightfully belongs with the full Board of Directors - after all, the full Board is responsible for the effective management of the organization, not the Executive Committee. And, the full Board needs to truly "own" the policies and priorities it establishes - full discussion and debate will do a long way toward that worthy objective.

Sandi L. Humphrey, CAE