How to balance board and executive committee duties
Monday, November 02, 2020
There should be trust between the board and its executive committee. An executive committee is a subgroup of the board, including the elected officers, immediate past president, and potentially other appointees.
Bylaws grant authority for the executive committee to conduct business in between meetings of the board. It’s an efficient method for making decisions without the time and cost of convening the larger board.
Their authority is prescribed in the bylaws. “An executive committee may meet when urgent issues arise that must be addressed immediately.” Urgencies can be characterized as responding to a government regulatory proposal, an unexpected snag in the organization, or a public relations crisis.
The bylaws and policies can limit authority of the committee; for example, indicating it cannot approve a budget, expend excess funds, nor address personnel changes.
Board Meeting Frequency
Board meeting frequency varies from 12, 6, 4 or 3 times a year. It is calculated that an executive director needs up to 200 hours a year for monthly board meeting preparation, attendance, and wrap-up.
Boards can meet less frequently by empowering their executive committee to conduct business in the interim. The relationship requires balance.
An overzealous committee creates imbalance. You will hear, “Why do we need a board when the executive committee makes all the decisions.” Worse is an executive committee meeting in secrecy, keeping the board in the dark.
If the board worries the executive committee has too much power, they may insist on meeting monthly. An alternative exists with less reliance on an executive committee.
The Fort Bend Chamber of Commerce in Texas has adapted an idea that works. The board doesn’t have to meet monthly and the work gets done with three committees focused on what’s most important.
The board meets every other month (except in December.) The three well-defined committees convene in the alternate months. They are charged with analyzing progress and making recommendations to the board.
·Governance Affairs: Monitors governance, strategy, and people performance.
·Internal Affairs: Focuses inward on finances and technology.
·External Affairs: Addresses promotion, events, and marketing.
Keri Schmidt, CCE, IOM, president and CEO at the Fort Bend Chamber of Commerce said, “We get good work done in these committees and it is especially useful because the board size is 35 directors and officers. We don’t have to convene the full board monthly, but engagement stays high with the three-committee structure.”
This prototype increases engagement, facilitates bimonthly board meetings, and balances the board and executive committee duties.
In summary, every organization is unique in structure and governance. Adopt what works for you to make best use of the commitments by the board, executive committee, working committees, and professional staff.
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