05 May Should the Executive Committee Ever Meet?
6 May 2024
By David Allen, Development for Conservation
Several years ago, I worked with a land trust whose Board met monthly and whose Executive Committee also met monthly in between Board meetings. One of the problems they had was recruitment (go figure) and that the Chair had served in that role for nearly twenty years. Apparently, no one else was interested in the job (again, go figure).
My question for them, and now for you, is WHY? Why does the Board need to meet that often? And Why does the Executive Committee need to meet at all when the next Board meeting is never more than three or four weeks away?
The most common answers related to the Executive Committee are that the Executive Committee needs to meet to make decisions when the Board can’t meet quickly enough, to set the agenda for the Board meeting, and to supervise staff (most commonly the Executive Director).
It seems to me that very few circumstances arise that require decisions so quickly that they can’t wait two or three months, much less two or three weeks. And, if it really is an emergency (!) why shouldn’t the entire Board be called upon to respond?
The Chair and the Executive Director (or the Chair and the Secretary for all-volunteer groups) can set the agenda without needing to waste the other officer’s time.
And the Executive Director supervision is an annual event or at most quarterly. It can also easily be tacked onto one end or the other of a Board meeting.
The most compelling case for the Board needing to meet every month is when the Board is small and acts as a committee-of-the-whole on every issue. Instead of the Board delegating to a Conservation Group (committee?) the task of vetting a new land acquisition opportunity or to an Investment Group (committee?) the task of vetting investment management firms, these discussions are happening at the Board level with everyone participating. And the problem, of course, is that other Board work (such as self-replication, leadership development, and fundraising) end up getting short shrift. (Go figure)
So, why should the Board be kept small?
The advantage of keeping the Board small is that it can remain nimble and make decisions quickly. The disadvantage is that it increases the work requirement for each member and makes it difficult to recruit other volunteers.
Consultant Marc Smiley has proposed a governance model that features upwards of fifty volunteers. Most of these volunteers are not Board members but have agreed to serve on committees and working groups as well as independently as advisors. The committees and working groups meet regularly to talk through various day-to-day issues and make recommendations to the full Board for decisions. The full Board meets 4-6 times a year primarily to make decisions – and to coordinate efforts on self-replication, leadership development, and fundraising.
Let’s say that research, vetting, discussion, and the formulation of recommendations for action could be regularly delegated to committees and working groups – chaired by Board member but populated by other volunteers not ready to commit to full Bord participation. And say that the whole Board meets bi-monthly – six times a year instead of twelve.
Same question – why would the Executive Committee ever need to meet?
At this point, we need to ask a different question.
About control.
The writer Simone Joyeaux wrote passionately about Executive Committees meeting for the purpose of controlling the Board process.
This is about power! Most of what an executive committee does should be done by the board itself. Executive Committees too often operate as shadow boards. Governance belongs to the full board, not to any single board member or committee. Governance is the process whereby a group of people works together (as a collective) to ensure the health and effectiveness of the institution. Executive Committees disempower, whether intentional or not.
Paraphrased from an article Joyeaux wrote for BoardSource in 2016.
The old adage comes to mind: If you want to go fast, go alone. If you want to go far, slow down enough to bring everyone else with you. When operations and governance is controlled at the Executive Committee level, the organization is nimble and able to make decisions quickly precisely because it includes fewer people. And non-Executive Committee members gradually feel less and less engaged.
Involving more people would mean that the land trust is LESS nimble. Less able to make decisions quickly. It would also mean that everyone on the Board would need to be far more engaged with operations and governance. And that self-replication is more likely and that the great work you have spent all this time accomplishing has a better chance of surviving you.
I’m not sure I’m ready to completely disempower the Executive Committee. But I do agree with the Conclusion offered by BoardSource at the end of Joyeaux’s article.
Before forming an executive committee, the board should analyze its entire structure to determine whether that particular committee would add value. If an executive committee is given the power to act on behalf of the board, the bylaws need to define the limits of its authority; otherwise, it has the authority to make major organizational decisions that normally belong to the full board. To ensure that the full board remains in control and informed, decisions made by the executive committee should be confirmed by the full board at the following board meeting.
And to that end, I would also offer this as well: It should be the job of the officers of the Board (regardless of whether they are called and Executive Committee) to ensure that every Board member arrives at every Board meeting completely prepared to discuss, debate, and make decisions on the strategic issues of the meeting. This can probably be satisfied by simply mailing or emailing the Board packet ahead of time, because most Board members read everything that is sent to them in advance of a meeting, right? But some Board members may need to be emailed more than once.
And some may even need to be called.
(Go figure.)
Cheers and Have a Good Week!
-da
PS: Your comments on these posts are welcomed and warmly requested. If you have not posted a comment before, or if you are using a new email address, please know that there may be a delay in seeing your posted comment. That’s my SPAM defense at work. I approve all comments as soon as I am able during the day.
Photo by gaubreee courtesy of Pixabay
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