The Nonprofit FAQ

What is an Executive Committee?

When a board of directors is large, or meets infrequently, or is widely scattered geographically, it may decide to create a smaller group, often called the Executive Committee, that can act for the board as a whole between meetings (writes Putnam Barber). The membership, powers and reporting responsibilities of the Executive Committee need to be spelled out carefully in the board's own rules (often called the By-Laws). Boards may also, from time to time, hand off specific problems or questions to such a committee for research, decision or action. Doing so must be permitted by the By-Laws; the By-Laws may set limits on what can be delegated in this way. State corporations statutes often place limits on the kinds of actions that can be delegated by a board of directors to an executive committee (or to any other group). It is important to remember that the board of directors holds both the authority and the responsibility for every action the organization takes. The board can, in certain circumstances, delegate its authority. Commonly, of course, boards delegate responsibility for the routine operations of the organization to staff as well as asking committees and other groups of volunteers to tackle specified tasks on its behalf. Having a variety of ways of making decisions can be a source of tension or conflict. No matter what the strict legal requirements may be, such tension or conflict can be damaging to an organization, especially if it continues without resolution over a long period. It is worth investing creativity and good will -- even money to hire facilitators or consultants -- to identify the sources of recurrent conflict and to develop new procedures or rules to reduce tensions in the future. An example of this sort of problem is in the following exchange from the Nonprofit mailing list (http://www.rain.org/mailman/listinfo/nonprofit): On 10/6/03 12:28 PM, KSR wrote: As a director can I attend the meetings of the officers? As the ultimate responsibilty of the Board resides with the directors, even if they have delegated their power to act to the officers, and since the directors still maintain their ability to deliberate on all issues (per our Bylaws and state laws), I would expect that all the directors can attend the meetings of the officers. In fact, I would think that it would be desirable. There is no problem among us; even the officers would like clarification and would be happy to admit the other directors. Jane Garthson, Mills Garthson & Associates, Toronto, Canada (http://www.millsgarthson.ca) replied: A "meeting of the officers" has no official status unless given such status in the bylaws or by Board decision. If the bylaws or the Board have established an executive committee, which is often the same thing as a meeting of the officers, it should have approved terms of reference as well. If they do not exist, prepare them soon. Executive Committees are often empowered to act for the Board in a crisis, taking only short-term measures until the next or emergency meeting of the Board. They may also take on such functions as planning board time at a retreat and recommending key agenda items for the next year (if this is not within the terms of the Board Development Committee), or making recommendations about the performance and compensation of the senior staff person. No reasonable board would delegate ALL of its power to act to another body, as the liability still fully rests with the board. The officers should be bringing recommendations to the Board, and keeping the Board informed of actions taken within their authority. Check local laws; the Board is likely required to meet at least twice a year. To answer your specific question, the Board members could only be excluded it they gave that right to the officers and the officers chose to exercise that right. And even then, the Board could take that right away. That does not, however, mean that your organization has to pay travel expenses for people who chose to sit in on meetings as guests, even if travel expenses are normally paid. Posted 10/11/03 -- PB