A nonprofit board chair or CEO calls us to ask for help with their board. Board members aren't showing up for meetings, so quorums are a problem. Some board members want to micromanage, while others can't wait to leave the board.
We ask what the problem areas are, then we ask for the structure of the board. If there is reference to an executive committee, the reasons behind the problems become much clearer.
Many nonprofit organizations have executive committees. Often, the existence of the committee and its membership is written into the by-laws. Seldom are the responsibilities included; when they are, they basically come down to: 1) acting on behalf of the full board when the full board is unavailable, such as when business comes up between board meetings; and (even less frequently) 2) acting as a board member recruitment committee.
Executive committees are unnecessary at best and harmful at worst.
Modern communication allows for fast convening of an emergency board meeting in the event of a true emergency between regular scheduled board meetings. Evolving technology, and legal sanction of governing board meetings using technology, have made communication and travel concerns irrelevant. NOTE: check your state’s nonprofit corporation statutes to verify how your state prescribes meetings to be held and documented.
The key danger of an executive committee is that, especially over time, it takes upon itself the duties and work of the full board, making the full board a rubber-stamping entity without genuine opportunity to shape strategy and key decisions. Board officers can come to like their roles and, sometimes, even believe they are indispensable to the organization’s success. CEOs/executive directors like dealing with fewer people who, generally, share an organizational history and viewpoint with the CEO/executive director.
Board members not serving on the executive committee become disaffected, begin not showing up for board meetings, and the good, potentially active board members eventually either resign or decline to serve another term. Some board members will dive into the weeds and attempt to micromanage the organization. Lacking strategic and important work to do, they seek other work to justify the time, effort, and passion they devote to the organization.
Not only is the organization losing valuable people willing to make a commitment to the nonprofit, the organization is hindering or even preventing them from fulfilling their fiduciary duty as board members because the executive committee's actions make meaningful participation difficult or impossible.
Moreover, all board members share equal accountability and liability for the board’s decisions, regardless of whether they are an officer or member of the executive committee. This is a legal risk exposure issue that some disaffected board members recognize and choose not to sustain.
Some people think that it’s natural for the nonprofit’s officers to constitute an executive committee, but this is not true. There is no “best practice” requirement that a nonprofit’s officers act as an executive committee. A governance committee empowered by the board and accountable to the board can and should handle the board recruitment, board policy, and other governance functions delegated to it by the full board.
If you believe your board has too many members to function effectively as a single governing body, please read Sumption & Wyland’s article titled “What is the Right Size for Your Nonprofit's Board?”, referenced in issue one of The Wyland Report.
The nonprofit board can function well - and, indeed, improve its function and impact - by ditching the outdated and destructive executive committee and, instead, empower the full board to do the important work of the organization.
Nonprofit board governance is indispensable to nonprofit success. From board recruitment and selection to roles, responsibilities, and regulatory requirements, we assist leaders to maximize their board's value and success, both as individual members and collectively.
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