Defining the Purposes and Roles of the Executive Committee
The executive committee (EC) can be one of a nonprofit organization’s most powerful governance tools. However, ECs are often poorly positioned and structured, with too much emphasis on who sits on the EC and too little thought about how it will be used. Reimaging and restructuring your organization’s EC with a focus on its purposes and roles will pay big dividends in the future.
Most people agree that ECs are an important, albeit not required, part of a nonprofit organization’s governance structure. If you ask these same people why it is important to have an EC, you will hear many different responses. This is OK and proves a point that there are many possible ways to use an EC. High performing ECs that I have observed each have a well-thought-out structure with defined purposes and roles. In short, ECs work best when they are tailored to the needs, culture, and mission of the organization.
To get the most benefits from an EC, apply a two-part reimaging assessment process that first focuses on the purposes and roles of an effective EC, and then considers the best structure and meeting schedule to fulfill these objectives.
1. Purposes and Roles
To determine the purposes and roles of the EC, start by taking a fresh look at the question: Why do we have/need an executive committee?” As you consider the answers to this important question, separate the responses into two categories: purposes and roles.
Defining the purposes of the EC requires a reminder that executive committees are in place to support the Board rather than replace the Board. This is a very important axiom to remember when considering how to frame the EC’s purpose. In general, an EC’s key purposes are to make Board of Director meetings more efficient and augment continuing efforts between Board meetings.
Board meetings are often infrequent (some Boards only meet 2 or 3 times per year) and usually seem time constrained. Delegating routine operational oversight and assessment tasks to the EC frees up precious meeting time for the Board to concentrate on more important strategic planning issues and performance assessment goals.
Consequently, the EC’s purposes should center on relieving Board workload pressure, facilitating information gathering and analysis between Board meetings, and completing other tasks deemed appropriate for assignment by the Board.
Developing a list of specific roles will add clarity to the EC’s purposes and provide boundaries for a code of conduct and assignment of tasks. Usual roles assigned to an EC include providing a regular reporting pathway for the chief executive (CEO, executive director, etc.), overseeing performance trends both programmatic and financial, reviewing contracts, leases, grants, new funding sources, unusual contributions, and the like, performing other due diligence assessments that support future Board considerations and actions, and serving as an intermediary between the Board and chief executive (CEO, executive director, etc.).
2. Structure and Meeting Schedule
The best time to consider and set the EC structure (who will sit on the EC) and how often it will need to meet is after its purposes and roles have been documented. This timing ensures that the structure and meeting schedule are aligned to the EC’s purposes and roles, and not the other way around.
For most nonprofit organizations, the EC will be made up of the officers of the organization (for example, the President, Vice-President, Secretary, and Treasurer). However, there is no set protocol, and the structure may vary depending on what the organization needs from its EC. Non-officers can also serve on the EC, which can be especially effective for organizations that need expertise and specialized skills that the officers may not have (such as monitoring medical clinics, reviewing certification processes, and awarding specialized scholarships, to name a few examples).
How often the EC will need to meet will be in direct relationship to the specific roles assigned to the EC. No one meeting pattern works for all organizations. For a complex national organization that has 2 or 3 Board meetings a year, the EC might have to meet monthly or more often. In contrast, the EC of a smaller community-based organization with bimonthly Board meetings might only meet during the off-months when the Board does not meet. Some organizations convene the EC just before the start of each Board meeting. It all depends on the workload. Keep in mind that it is relatively easy to schedule extra EC meetings when needed but it is rare to add additional full Board meetings.
Planning Tip – The executive committee (EC) is an important part of a nonprofit organization’s governance structure, helping to ensure smooth management and operational practices are continuing between Board meetings. It is always hard to convey fully the hard work (many hours) and dedication of the EC. To rectify this injustice, consider inviting Board members, who do not sit on the EC, to observe (but not participate) in an EC meeting. Best not to have all EC meetings open for observation but it can be effective to open one or two meetings each year for other Board members to observe the committee in action and gain new appreciation for EC efforts. This also will help the Board to better understand the unique roles of the EC and how to use them in the future.
Finally, ECs need to make sure they stay in their lanes and avoid directly or indirectly overstepping their purposes and roles. Board members can feel disenfranchised if they think the EC is making all the decisions and is working independently of the Board. Regular reporting of EC meetings to the full Board will enhance transparency and confidence while also providing a two-way communication pathway for sharing information.
