Most organizations have Executive Committees, consisting of the officers of the corporation, sometimes with the addition of a few others in key positions. Since most boards meet monthly or even quarterly, there is a need for action between board meetings. Executive Committees are given the power to act on behalf of the board if a matter must get resolved before the next board meeting. Executive Committees are sometimes given the power to act on behalf of the board in specific matters that were pending at the time of the last board meeting.
While it seems simple enough, there are some grey areas and blurred lines. The president decides what constitutes a need to resolve before the next board meeting. Not everyone may agree that there is an urgency.
Another issue that comes up is accountability to the board and reporting actions. The officers of an association are generally more engaged in the group than other board members. In their enthusiasm or perhaps frustration with the inability of the full board to act quickly, the Executive Committee will move ahead to make things happen. They may forget to advise the full board of the action they took.
If an Executive Committee starts acting in isolation, with no communication and collaboration with the full board, and/or not sharing its minutes, the other board members will not handle it well. Terms like “power-hungry,” “full of themselves,” and “out of control” will be thrown around. The relationship between the officers and the board will quickly become adversarial, and little will be accomplished.
Sometimes very sensitive issues arise. It might be a personnel issue, whether with a board or staff member. Such matters should be kept confidential, which is hard when a full board is privy to all the details. Even when there is not an official Executive Committee, the officers will quickly sense that this is not a matter for the full board and quietly meet to discuss what to do. Ideally, such discussions should be done in executive sessions, by an official Executive Committee, without minutes being shared. Outcomes may be shared with the board.
The potential for conflict is the reason some boards refuse to establish an Executive Committee. The fear that the Executive Committee will usurp the board’s power is real and somewhat justified. If only a full board can act, they are usually unable to respond quickly, and problems escalate. They are also unable to seize opportunities, thereby weakening the organization.
As a compromise, some boards agree to have an Executive Committee, but require all their actions be approved by the board at their next full board meeting. This is a very bad idea. If an Executive Committee was legitimately acting between meetings, there was probably some sort of deadline involved, often involving hiring, or a contract. Once these types of deals are signed with outside parties, the organization is committed, regardless of what the full board may or may not have ratified.
There is a good solution. If an Executive Committee is operating effectively, they will anticipate what issues might be coming up before the next board meeting and then get the board to vote to approve the Executive Committee in advance to act. An effective Executive Committee will also reach out to board members and committee chairs for matters that arise quickly between meetings. If the president sees that they must act on an issue between meetings, he/she should contact relevant committee chairs and/or board members with a stake in the issue. The Executive Committee, though empowered to act on behalf of the board between meetings, should not make their decisions in isolation. They might invite the key interested board members/committee chairs to attend the Executive Committee meeting where the pressing matter is discussed. The minutes of the Executive Committee should be brief and focus on action items, and they should be shared with the full Board on a regular basis.
Our recommendation is:
- Have an Executive Committee consisting of the officers of the corporation.
- Charge the Executive Committee with acting on behalf of the board between meetings for matters that should not wait.
- Require the president to ask for input from other board members and committee chair when an issue impacts them. Seek collaboration.
- Require the Executive Committee to provide minutes of their meetings to the full Board for informational purposes.
