The Mythical Executive Committee

If you've ever been part of a non-profit organization, served on a Board of Directors, or worked as a volunteer, you've come across a peculiar organizational entity called the "Executive Committee". These legendary bodies perch atop organizations like gargoyles, terrifying Boards and staff members alike with their power, wielding supreme authority over all corporate and organizational decisions, and overseeing everyone's work with their eagle eyes and iron fists.

Hah.

Sorry, we shouldn't chuckle like that. It's just that an amazing number of people we know - many of whom have served on dozens of Boards - believe this myth. The truth, however, is a bit different.
Executive Committees, if properly mandated, serve a useful purpose, and can help make a Board more effective, efficient and economical in its operations. The bad news: they can also disrupt planning and decision making and confuse lines of authority.

So as a public service, Consilium is pleased to debunk five of the top myths about Executive Committees.


Myth # 1: Every organization with a Board of Directors has an Executive Committee.

Not so. Most organizations' bylaws identify "officers" of the corporation - these usually include a President or Chairperson, a Secretary, a Treasurer, and so on - and assign them specific duties.

An "Executive Committee", however, is a specific body, appointed by and mandated by the Board to do specific things. An Executive Committee is often made up of officers of the corporation: but unless your Board has explicitly created an Executive Committee through a Board resolution, you don't have one.

Myth # 2: The Executive Committee is the top governance body in an organization.

Nope. The Executive Committee is just another committee of the Board of Directors. The Board as a whole remains legally accountable and responsible to the members or shareholders for whatever the organization does - AND the Board remains accountable for any of the actions or decisions of its committees, including the Executive Committee and its members.

Myth # 3: The Executive Committee is made of the Chair, Vice Chair, Secretary and Treasurer.

Most organizations simply appoint their corporate officers - usually the the Chair, Vice Chair, Secretary and Treasurer - to the Executive Committee. But that's not written in stone. An Executive Committee can be bigger or smaller than just the set of its officers. It can include other Directors, outsiders with specific expertise like fundraising or legal skills, or the CEO (although outsiders and staff would most often only be brought in only when needed). It's all up to the Board.

Myth # 4: The Executive Committee sets its own Agenda.

No, no, a thousand times no.

As noted above, the Executive Committee is, from an organizational point of view, just another committee of the Board, appointed to do a specific job on the Board's behalf.  It has no more authority than the Board chooses to give it. That authority usually includes the authority to take action within a clearly defined framework - hence the "Executive" - but the limits of its decision making power, the issues it works on, and its contact with staff, volunteers, funders or the general public are all strictly defined by the Board as a whole. and formalized in a written terms of reference.

Myth # 5: The Executive Committee supervises the top manager. 

You'd better hope not. Supervision, like brain surgery, may involve a team, but ultimately requires one person.

The work of the top manager - usually a Chief Executive Officer or Executive Director - is usually overseen by the Board of Directors: but actual direction is provided on a day to day basis, or as required,  by the President or Chair, acting on behalf of Board.


So having disposed of some common myths - what can an organization do to ensure that its Executive Committee avoids the Gargoyle Paradigm?

Simple. Give it a job description.

Or, in organization-speak, define the specific assignment of your Executive Committee with a formal terms of reference, approved by the Board. This should describe what the Board wants its Executive Committee to accomplish, and by when, and ensures that the committee does not work outside the boundaries set by the Board. It should identify

· The purpose of the Executive Committee. Why do you need one? To make urgent policy decisions on behalf of the Board between Board meetings? To provide authority to managers for policy decisions? To represent the organization? Decide and describe exactly what you want this body to do. If you can't - maybe you don't need one.

· Specific outputs the Committee will produce. Reports? Plans? Recommendations? Budgets? Be as specific as you can.

· Time frame or deadlines for the Committee’s work. How often should they meet?  Are there critical deadlines that recur in the cycle of planning, reporting and operations of your specific organization that require input from the Executive Committee?

· Membership. As noted above, this is often the officers of your organization - but not necessarily. Would bigger, smaller, or different membership make the Executive Committee more effective?

· Chairperson. It may be the President or Chairperson of your organization - are there other options?

· Authority. An "Executive" Committee, as its name implies, has the authority to act - i.e., "executive authority" - within limits clearly defined by the Board. What are those limits? In what areas is the Committee allowed to make decisions, and at what points must it come back to the Board for further decision-making authority? Remember - the Board, as a whole, remains responsible for the actions and outcomes of the organization as a whole, INCLUDING those of the Executive Committee.

Whether you're an established Board or a new organization just starting out, it's worth reflecting on the role and powers of your Executive Committee: if nothing else, the discussion will be a valuable exercise in clarifying everyone's assumptions and establishing on a governance structure based on shared understanding.