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Do I Need An Executive Committee?

by CCE Staff on 08/25/14

Board.Doc

Question:
Do I need an executive committee?

Discussion:

You may not have a choice!

If your bylaws specify an executive committee as a standing committee, you have no choice.  You either have an executive committee or you change the bylaws.

While an executive committee is not necessarily a core or basic board committee (audit, governance, and compensation are core committees), most enterprises have an executive committee.  The pragmatic operating question then is not one of need, but rather of use.  How should you use your executive committee?

Use an executive committee sparingly - and only when there is no alternative.

The executive committee should neither in perception nor reality appear to be or be a replacement for full board deliberations or actions.

Enterprises that have all matters - or at least all substantive matters- go through the executive committee before being presented to the full board, risk losing the interest of their non-executive committee board members.  This is the unavoidable consequence of people feeling irrelevant, because decisions are being made elsewhere, by others, and only being presented to the full board for endorsement.

Executive committees can be valuable in times of crisis or matters of urgency when governance oversight is needed, but logistically the full board cannot be gathered.  Executive committees can also be useful if the enterprise's custom is to not schedule board meetings during some months - leaving gaps in the governance calendar.  In these instances, an executive committee provides management with a useful device for keeping the board informed of the enterprise's activities, threats, and opportunities.  However, in this latter instance, it is important that:

  • These meetings only be operational – yielding only advice and counsel, not decisions, and,
  • Management inform the full board of the meeting and the substances of the discussions.

Answer:

While you may be required by your bylaws to have an executive committee, and while an executive committee can be useful, it cannot be allowed to displace the board - either in reality or perception.

 

Additional Resources to Consider:

LaPiana, David.  "Boards Should Only Have Three Committees!"  www.blueavocado.com  June 7, 2009.  http://www.blueavocado.org/node/385

Berman, Howard J.  "Chapter 7: Board Committees."  Making A Difference.  CCE Publications, 2010. 

Joyaux, Simone P.  "Destroy Your Executive Committee."  The Nonprofit Quarterly.  Summer 2011.  http://www.nonprofitquarterly.org/governancevoice/12681-how-to-revitalize-your-board-destroy-your-executive-committee.html

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