Ask the Governance Doctor: Role of the Executive Committee

By Guest Blogger Robert Meiksins, Forward Steps Consulting LLC

Governance expert Rob Meiksins answers your questions about nonprofit Boards, executive leadership, fund development, strategic planning, and other nonprofit consulting issues. Today’s topic: Role of the Executive Committee.

To start this blog about nonprofit governance, I would like to extend my thanks to those of you serving as Board Directors.  You probably don’t hear that very often, so let me say it again:  thank you.

Every day we are touched by nonprofits:  schools, hospitals, soccer clubs, even the place where we drop off our unneeded clothes and furniture.  Many of us enjoy the entertainment provided by nonprofits arts groups.  Too many have to rely on the safety net social service nonprofits provide. 

In Milwaukee County there are more than 5,500 nonprofits with combined revenue of more than $15 billion.  This is not a small portion of our economy, and the Board Directors in those 5,500 organizations are the ones who assume the legal and fiscal responsibility:  they are the bottom line.  Unfortunately we spend far too little time talking to and about these wonderful people.  We spend even less time helping them.

So, thank you again to all Board Directors.  You are doing the single most philanthropic thing possible in our society.  You are choosing to give of your time, talent, and treasure to make sure that nonprofits are working effectively and efficiently, and using our investments well.

To support you in your service, I offer this blog as an advice column for Board Directors.  I’ll discuss trends and issues that I see.  But feel free to send me questions at [email protected].  I’ll try to answer them, and if a question might resonate for other people, I’ll post the answer in this blog.

Here is an example of the kind of topic we can cover.  Recently I was asked about the role an Executive Committee should play.  The answer I gave was not popular:  consider not having one at all. 

Executive Committees, the most common committee, are intended to meet between Board meetings, and authorized to take action on behalf of the Board.  This can help because a small committee of 5 people (usually the Board Officers) is easier to call together than a large Board (average size is 16 Directors).  In an emergency, or when an opportunity arises, the Executive Committee can meet and make a decision quickly and easily.

The negative, however, is that a small group of people have now made a decision that has an impact on every Board Director.  As we noted, the Executive Committee often has 5 members, the Officers of the Board, so quorum is 3.  To approve a decision and take action, a simple majority is required, which means that only 2 people attending need to agree.  Two people have taken action that all 16 Board Directors are now responsible for.  That does not seem fair.

In Wisconsin, the state statutes allow a Board to take action outside of a meeting by voting with email.  Since this is so easy and allows all Directors to have their say, why have an Executive Committee? 

The most common cause for a disengaged Board is the Executive Committee has been given too much power and has become the main decision-making body.  Some Executive Directors like it because it is easier to get a decision made.  But the other Board Directors correctly feel that decisions are being made without their input and wonder why they are there at all and they stop showing up or paying attention.

So, consider not having an Executive Committee. 

Thanks for reading.  I hope you have enjoyed this blog and look forward to hearing from you with your questions.  Remember to register for my governance workshop series at the Nonprofit Center this summer.