Strategies to Optimize Executive Committees
Executive committees are critical to good board governance, which is why most association boards have them. But not all executive committees are structured or function the same way. They vary in size and role based on the specific attributes and needs of a particular association. However, despite these differences there are several common guidelines that can help boards optimize their impact.
Acting on Behalf of the Board
A primary function of executive committees is to serve on behalf of the board in between meetings when the board can’t convene. For example, the executive committee might be called on to resolve a matter that was considered at a board meeting but still had a few loose ends that needed to be tied up. “A majority might have agreed on the matter but couldn’t approve it without some additional information. In such cases, the full board may authorize the executive committee to convene at the appropriate time to approve the matter once the information is available,” explained Steve Bova, Executive Director of the Financial & Insurance Conference Professionals.
As a general rule, if the executive committee doesn’t know how the board would act on a given topic, the matter should be deferred to the full board, said Bova. Similarly, the executive committee shouldn’t vote on matters that have not been authorized or discussed by the board. For example, an executive committee shouldn’t decide what should be done with excess reserves when that topic has not been previously deliberated by the full board.
However, there are some exceptions. There are certain circumstances, usually due to the timeliness of decisions, where the executive committee may act on a matter when the board’s position is not clear. For example, they might have to act quickly to take advantage of an opportunity or resolve an issue that can’t wait for the full board to consider. In situations like that, a best practice is for the executive committee to approve the action or decision as they are able, perhaps with the caveat that it be validated by the board at the next meeting and entered into the minutes, Bova said. Further, the full board should receive a summary of executive committee decisions at its next meeting.
There should also be clear, documented limits on what the executive committee can do so that all board members understand the decision-making authority of the executive committee versus that of the full board. It's essential for the full board to establish parameters on which matters, under which circumstances, and under which guidelines, the executive committee is authorized to act on its behalf. Ultimately, as stewards of the association, the full board is accountable for all decisions, so it must be comfortable with any actions taken by the executive committee.
Picking the Right Size
For each board, the size of the committee will vary depending on the size of the board, the number of officers, whether other committee members are included, and perhaps other factors. The one common denominator is that all executive committees include, and are run by, the current board chair or chief elected officer. Beyond that, it may include the vice chair, chair-elect, vice chair-elect, treasurer, secretary, other committee heads, or some combination of those individuals. Financial & Insurance Conference Professionals, for example, has a nine-member board with an executive committee of three — the chairman, chair-elect, and immediate past chair. They serve for one-year terms, with the chair-elect moving to chair the following year. In other cases, boards often have two-year terms for the executive committee.
How many people serve on the executive committee depends on the individual board, but all should consider one leading practice — it should not be as large as half of the full board. So, if there are nine board members, it would be optimal for four or fewer people to serve on the executive committee. “If there are more than half, they represent a majority, which gives the executive committee ultimate power and authority over the full board,” said Bova. At the same time, if there were nine board members and five executive committee members, the other four board members may feel they have less influence and are on the outside looking in. This could cause them to withdraw and not contribute as they should.
Executive committees also serve as a sounding board for new ideas or sensitive subjects, Bova explained. Often, the executive director may communicate with the executive committee about an idea that’s not fully fleshed out or ready for a full discussion by the board. Maybe there is an idea about rebranding the association, for example. Before taking it to the full board, the executive director may want to discuss the concept first with the executive committee to see if it makes sense to pursue.
The executive director often serves on the executive committee, but their specific role varies. Ideally, the executive director should serve as an ex-officio, non-voting member of the executive committee, said Bova. Their job should not be to influence decisions or vote on matters, but to answer questions, provide the staff perspective, assist administratively or procedurally, provide context and history, or consult in any way needed.
Don’t Meet Just to Meet
Executive committees, as a leading practice, should meet only when necessary, said Bova. Some associations do schedule executive committee meetings in advance in order to make it easier to hold them on calendars in case they are needed, or for a review of strategy, but they should only meet if they need to. In addition, executive committees should avoid convening before full board meetings to go through the board meeting agenda first, essentially conducting a dress rehearsal. That would of course marginalize the rest of the board.
The executive committee of the Clinical Laboratory Management Association previously held regular, standing meetings of the executive committee, but the full board made the decision to scale that back to have them meet only when necessary. As a replacement, the full board added additional meetings to its calendar to ensure timely discussion and decision-making.
Executive committees, like every other aspect of board governance, require thought and attention to perform at their peak efficiency. The guidelines above can help executive committees ensure that they have the greatest possible positive impact.
JUNE 2018 EDITION
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