Q:  Members of our board have attended workshops that suggest the trend is to eliminate executive committees. We would like to hear the reasoning behind this. We have an executive committee and find it to be valuable.

 

A: Consultants have been suggesting the elimination of executive committees for probably 10 years now. I’m one of them – at least in the abstract. As is often the case, there are arguments to be made on both sides, and there are situations where they may be helpful. I’ll try to objectively share both sides here. In that vein, I must admit that while the trend lines are steadily moving away from the use of executive committees, they are moving very slowly. According to BoardSource’s 2015 Leading with Intent: A National Index of Nonprofit Board Practices(the latest available data), a solid majority of organizations (78%) still use them.

Let’s start with the historical reason for adopting executive committees. Boards used to be large. I’ve personally worked with boards that had more than 200 directors. Going back 25 years, it was common to have 50 or 60 people on a board. And, while technology is ubiquitous today, prior to the 1990s, few people outside of academia, the military or multi-national corporations used email or tele-conferencing. Video-conferencing required specially equipped rooms with trained technicians, and was too expensive for most nonprofits. If there was an emergency for an organization to deal with, it was virtually impossible to pull the entire board together. Organizations had to rely on a small group that could be quickly notified and convened.

This need is no longer valid. Everyone emails, texts, Skypes and/or Zooms. A single email blast can notify everyone on the board about an issue in the time it takes to compose a message and hit send. Many organizations have branded conferencing systems. All other organizations have access to free or inexpensive conferencing systems. Each of these can be set up and operational in a matter of minutes. Even board directors on vacation or doing business on the other side of the world can participate in an extra-ordinary meeting.

Further, the average board size today is 15 (2015 Leading with Intent). Most executive committees consist of the officers and, perhaps, committee chairs. This is typically four to eight directors. What this means is that one-third to one-half of the board is making decisions for the board as a whole, leaving one-half to two-thirds of the board on the outside, looking in. It also means that some significant decisions are potentially being made by as few as two to three people (considering the typical quorum of 51% and a majority vote).

While the entire board should be ratifying the executive committee’s decisions, that ratification can feel like a rubber-stamp. This is particularly true in those organizations where the executive committee meets regularly – e.g., monthly or every other month – and/or makes decisions on virtually everything. In all too many of these instances, resentment builds in those directors not on the executive committee, and they begin to disengage. This has potentially negative consequences for them, because they still have a legal liability for the decisions made. But, it is worse for the organization, which loses the wisdom, work and probably wealth of these other voices.

Sometimes, an executive committee will justify its actions as the result of a perceived lack of commitment from the rest of the board. This often is circular reasoning. As noted above, the reason others typically pull away is that they don’t feel engaged or needed.

Ironically, a board can also lose its executive committee members if it meets too often and/or if it deals with the same issues that will eventually come before the full board. Feeling lost in their own version of Groundhog Day, they can become bored or feel that their time is being wasted.

One reason I hear for the use of executive committees is that some topics are too sensitive to be brought before the entire board. All board directors are bound by the Duty of Loyalty. This covers confidentiality. Anyone you cannot trust to respect the sensitivity of issues does not belong on the board in the first place.

The organizations that have the most success with executive committees today typically limit their committees’ powers both in their bylaws and in action. For instance, some will use the committee strictly to evaluate the CEO, after soliciting input from the full board. Or, they will specify that there shall be no set meetings. Rather, meetings will only be called on a true emergency basis, and that minutes of those meetings will go out to the full board within 24 hours.

You stated that you find your executive committee valuable. It would be an interesting exercise to survey the entire board to objectively determine what the committee does better than the entire board might, if the responsibilities of the executive committee were transferred.