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It’s Time to Eliminate the Cause of Some Persistent Association Problems

By Linda Wood Edwards

Alas, my soapbox/pulpit is worn from overuse.  I’ve been preaching on the evils of Executive Committees for over a decade.  While some others have taken up my cause and while my conversion rate is admirable, there are still some hanging onto the old ways.

What are we talking about here? The “Executive” or “Executive Committee” typically means the Officers: Chair/President, Vice-Chair/Vice-President, Treasurer, and Secretary. We are not counting the CEO/Executive Director who is typically an Officer ex officio and non-voting member of the Executive. And we certainly are not including the Past President, because that is barely even a “thing” anymore.

If your organization has no staff (zero, none, nada) then you can skip this sermon and let your Officers handle the operational stuff BUT please make sure at board meetings they and the rest of the board spend the time governing.

If your organization has staff, please hear me out on why you should avoid an Executive Committee. My motivation in challenging this tradition is to raise awareness of a potential cause of some persistent association problems. If something undesirable is happening with your board, look to the Executive Committee. It is my experience that some adjustments here will remedy several common, and a few uncommon, ailments.

Executive Committees are part of an organization’s evolution. They come out of the ooze to give an organization a strong start and when things are stable they evolve or become extinct. So, as soon the organization reaches the level of ONE senior level paid staff person (CEO/ED/Administrator), then that staff person becomes responsible for ALL operational matters. The Officers who previously worked on operations as the Executive now morph into full-on directors focused on their essential governance role.

Except that’s not what happens, is it? Those volunteers are often reluctant to relinquish operational power. Not only that, Executive Directors worry they’ll be stuck doing too much. It just seems easier to keep that handful of great volunteers doing what they’re already doing, right? This is a set up for confusion, duplication of effort, interference, and potential liability. In other words, dangerous territory.

 If you don’t believe me, check out Simone Joyaux’s August 2016 article, “Executive Committees Beware!” She claims no one has ever given her a good reason why an Executive Committee should exist and that the risk in having one far outweighs any advantages. Joyaux says, “This is about power! Executive Committees disempower, whether intentional or not.” 

I agree, and here are some of the dangers as I see it.

  1. Danger #1: “Most directors are too busy to want to get into the nitty-gritty.” When an Executive Committee has decision-making powers between board meetings (or even immediately before a board meeting), then board meetings become rubber stamping sessions. This causes the rest of the board to disengage. A disengaged board is a dangerous board not only for your organization, but also for the disengaged board member. Some will (all should) worry about the decisions they are being asked to support. Because the buck stops with the whole board, the rubber stamp directors are just as liable for the decisions even though they are not privy to all the information that the Executive Committee had while making the initial decision. Plus it just feels awkward to ask them questions when they’ve done all that work…
  2. Danger #2: “But our Executive Committee is really only responsible for the CEO’s performance appraisal” or “…is the audit committee” or “…is the governance committee”. What makes the people on your Executive Committee qualified to review the CEO’s performance, contract, or compensation? Or for that matter, to serve as the audit committee? Or the governance committee? Does the title of board Chair or Treasurer give you magical powers to instantly become good at HR or finance? Instead, organizations should get the best people for key board committees – and here’s the sacrilegious part -- even if they aren’t all on the board or (gasp!) even if you have to pay some of them as experts.
  3. Danger #3: “The Executive Director needs a sounding board.” Or as Joyaux says, “The CEO needs a small group to talk with about very confidential items; a kind of think tank or kitchen table cabinet.” Joyaux says (again I agree): “Nothing is confidential to a subset of the board. If any committee of the board knows something, it's the right and responsibility of the full board to know it also. Governance is the legal and moral authority of the full board.” As for having a sounding board, the Executive Director can reach out to anyone (board or not) to explore ideas. It eventually gets to the entire board anyway.

Still not convinced on the pitfalls? Ask each other! About a decade ago I interviewed association leaders on this topic and here's what Executive Directors said would happen if the Executive Committee disbanded: 

  • Work might not get done (i.e., the board is unreliable; deficient);
  • My board would either engage or leave (both are scary);
  • My staff would probably be happier and would feel more trusted;
  • I'd prepare packages for, and attend, HALF the meetings;
  • I'd feel more comfortable about some of our decisions;
  • Costs would go down;
  • The old guard would revolt - they like the prestige, nice dinners, being "in the know", being a shadow board;
  • The board culture could shift away from Us vs. Them; Super Board vs. Regular Board.

Here's what board members said would happen if the Executive Committee disbanded:

  • I'd get better information and I'd trust it;
  • I'd feel better about our decisions;
  • I wouldn't feel like an outsider;
  • The workload might go up, but they don't ask me to do much now anyway;
  • We’d save money for the organization;
  • Fewer meetings for some on the board;
  • I wouldn't be so anxious about my fiduciary duty and liability;
  • I might not resign.

 You don’t have to look far for reference materials that share best practices of working with an Executive Committee. But before you start listing those off, read the preambles! Most will tell you that the use of Executive Committees has fallen out of favour. But if you insist on having one, here are some tips.

CSAE’s “Guide to Effective Committees” by Sandi L. Humphrey, CAE, states that where Executive Committees have not been abandoned, “Boards are establishing clear policy setting out what authority they are granting to the Executive Committee, and are holding them accountable for compliance with that policy.“ Humphrey further states that, ”care should be taken to ensure it does not duplicate the work of the board or make decisions and take actions that rightfully or legally belong with the full board of directors.“ The BoardSource policy sampler says you must, “clearly define the circumstances that constitute an unmitigated emergency” (now, that would surely limit the Executive Committee’s actions)! BoardSource also says, “The board must understand that the Executive Committee is not, ever, intended to take the place of the full board” and that if it exists then “its purpose and authority must be defined in the bylaws.” It is recommended that you examine your entire structure to see what value the committee would add. Could you do it with an ad hoc committee? And if so, does it need to be the Officers? “If it is to act on behalf of the board, then define the limits of authority and always ensure decisions so made are confirmed by the full board at the next meeting.” 

In case I’m coming off as too heretical, I came up with a few cases where you might still want an Executive Committee:

  1. If you don't have an ED or if you have a small, junior staff;
  2. If you still have a large board (more than 20), or if it is based on representation and/or is not a policy-governance Board;
  3. If board members do not have telephones or email;
  4. If members refuse a bylaw amendment changing "shall have an Executive Committee" to "may";
  5. If members refuse a bylaw amendment allowing the use of technology to hold meetings/ make decisions; or
  6. If other issues facing the organization are so critical that dissolving the Executive Committee at this time would be an impairment or a big distraction.

For the majority of other boards, however, I stand my ground. Your staff members deserve to do their jobs without interference. You deserve to do your job without redoubled efforts and meetings. Your Directors are liable for the decisions of the board; tasking a smaller group to make these decisions increases the anxiety of other board members and decreases their trust (but doesn't lessen their liability).

If directors need more information, give it to them until trust returns. Only then - when all directors feel they have what they need to make decisions, when they trust that information, when they believe their input is valued - will they become an effective, engaged board. You may lose a few but most volunteers want you to use their skills and talents. If you use and value what your staff and volunteer resources bring to the table, you will enhance your whole organization.

My last piece of advice hasn’t changed in ten years: If you suspect this is a problem in your organization talk about it with the entire board and don't refer it to the Executive Committee!