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Executive Committee: A Rundown of Its Purpose and Structure

In an ideal world, all board members can meet at the drop of a hat to develop a strategic plan and deliberate on the best course of action if urgent challenges arise. However, that’s not realistic for all boards, especially large boards with members scattered across the country. This is why most organizations form an executive committee.

An executive committee is a smaller group of board members elected by their peers to address pressing issues. This group of leaders meets regularly (often with little notice) to make decisions about urgent matters that may alter the course of the organization. When organized and run efficiently, an executive committee can drastically improve the governance capabilities of the entire board of directors.

As the CEO or executive director of a growing organization, you’re constantly looking for ways to stimulate growth and improve your leadership structure. You’re well aware that your organization needs the best leaders possible in order to steer it toward a sustainable future. To help you establish an organized executive committee, we’ll cover the following:

Boardable works one-on-one with executive committees at all types of organizations. While each committee has its own unique quirks, they all largely follow the same structure and have the same core purposes. We hope you’ll see the value in the tips we offer and can carry it over to your organization’s operations. Now, let’s kick things off with the basics!

What Is An Executive Committee?

An executive committee is composed of elected board leaders and acts as a steering committee for the full board. Its main purpose is to facilitate decision-making between board meetings or in urgent and crisis circumstances. It has the power to act on behalf of the full board and is a steering committee for the board. It prioritizes issues for the full board to address, is responsible for overseeing board policies, and must ensure good governance practices.

The officer positions that make up the executive committee typically include:

  1. Chairperson. Also commonly called the president, the chair is the chief officer of the board. The board chair presides at both board and executive committee meetings, appoints other committee chairs and members and is the primary spokesperson for the organization to the media and external groups. They work closely with the CEO to make sure the board’s actions are in line with the organization’s bylaws, goals, and mission.
  2. Vice-chair. Commonly referred to by many names (including vice president, co-chair, and chair-elect), the vice-chair is next in command to the chair. Their main responsibility is assisting the chair with their duties and filling in during board and executive committee meetings when the chair isn’t present. This individual may take on other roles such as chairing ad hoc committees.
  3. Secretary. The secretary is primarily charged with maintaining the organization’s documentation. That entails recording minutes at board and executive committee meetings, assuring all members can access key documents, and maintaining a calendar of events for board members. This executive officer may also be charged with tracking board members’ and officers’ terms as well as holding everyone responsible for exercising good governance.
  4. Treasurer. This officer manages the organization’s financial information, including (but not limited to) reconciling bank accounts, ensuring tax-related forms are filed on time, and assisting the chief executive with preparing the annual budget and presenting it to the board for approval. They’re also usually a signatory on all of the organization’s bank accounts and serve as the chair of the board’s finance committee.

Officer positions vary by organization, but most organizations’ executive committees typically consist of these roles. The larger the organization and its board of directors, the more likely it is you’ll need more officers on the executive committee.

Curious to learn more about what each of these positions entail? Check out our complete guide to board member responsibilities.

The Executive Committee vs. Board of Directors

If the topic of executive committees is new to you, it’s worth learning the primary differences between it and the board of directors as a whole.

A board of directors is the governing body of an organization. It ensures that the organization carries out its mission and achieves its objectives. It oversees the organization’s operations, sets policies, makes major decisions for the organization, and is legally responsible for the organization’s activities.  Boards establish standing committees (such as the executive committee) to address specific issues.

Together, the board of directors votes the executive committee into office, electing those who they believe will best suit the roles of each position. Board members define the specific duties of the committee. As such, the executive committee is a subset of the board of directors and is typically composed of three to seven members, whereas the board itself can range upwards of 30 members.

As we’ve mentioned, the executive committee has the ability to act on behalf of the entire board between meetings, such as in the event of an urgent situation. While the board may only meet biannually or quarterly, the committee is expected to meet frequently outside of board meetings to discuss any pressing work, typically on a bimonthly or monthly basis. 

However, the executive committee’s power is not absolute. They must answer to the board and are bound by the board’s voting power and provisions of its organizing documents.

Common Executive Committee Duties

The board of directors will outline the exact provisions of the executive committee in the organization’s bylaws, meaning that exact duties will vary based on the organization’s unique needs. However, many duties overlap across all charitable and for-profit organizations.

The executive committee is usually charged with the authority to:

  • Take immediate action in urgent situations and speak on behalf of the board
  • Meet on a regular basis outside of board meetings
  • Act as the key communicator between the board and CEO
  • Supervise the CEO, including conducting performance evaluations and setting compensation
  • Address high-level, serious workplace issues
  • Serve in an advisory capacity to the board and CEO
  • Establish and sunset committees and task forces
  • Oversee board development and board member evaluations

Boards usually have jam-packed agendas, and work done by the executive committee streamlines many of these activities so that time in the boardroom can be spent on the most important items.

What the Executive Committee Can’t Do

While executive committees do hold a considerable amount of power, there are several actions that they cannot take. Some of which include:

  • Amend the organization’s bylaws
  • Elect or remove board members
  • Hire or fire the CEO
  • Approve or change the organization’s budget
  • Make structural decisions like eliminating programs or approving mergers

These restrictions help to avoid delegating essential powers away from the board. Not to mention, delegating these activities to a smaller group of individuals limits the range of perspectives when compared to input from the entire board.

When A Board of Directors Needs An Executive Committee

A well-structured executive committee can streamline the board’s work in the right situations. Wondering if it’s time for your board to establish its own executive committee? Here are a few common scenarios in which it’d be useful to form one:

  • The full board is large, slowing down the decision-making process.
  • Board members are scattered across the country, making it difficult for everyone to meet on a regular basis.
  • The board needs to meet frequently. This could be to take emergency action or to make frequent decisions (like repetitive financial matters) that don’t require the full board’s input.
  • The board needs to invest more time into researching various ideas. The executive committee can conduct the research and report back to the board on its findings.

While most organizations have an executive committee, there are a few instances in which assembling one might do more harm than good. For instance, it would be less beneficial in these situations:

  • The full board is small and already makes efficient decisions.
  • The board is active and motivated to produce results without the need for additional guidance.
  • The board doesn’t have any standing committees. Instead, all committee-related activities are handled by temporary task forces.

Determining whether your board of directors actually needs an executive committee upfront will save you time later on. You don’t want to waste time hashing out its responsibilities, finalizing the paperwork, and running the first few committee meetings just to find out that an executive committee actually slows work down. First, consider if the above recommendations apply to you, then deliberate with your board from there.

How Boardable Can Help You Build An Impactful Executive Committee

Technology can simplify many aspects of our lives, and board management is no exception! Board management software (like Boardable) is created to simplify your board and committees’ work. That way, your executive committee can streamline tedious tasks and focus on leading your board, not just managing logistics.

Designed for forward-thinking boards and their committees, Boardable can bring a new, improved style of board management to your organization. Whether you have established routines or are just now forming an executive committee, here are some of the responsibilities that our platform can streamline for executive committees:

  1. Planning and running meetings. Maximize every moment in your executive committee meetings with our Agenda Builder. Create actionable agendas that include everything your committee needs to address. Then, find the best meeting time with automated scheduling and run your meeting however you like, whether you’re meeting virtually, fully in-person, or a mix of the two. Not to mention, your secretary will be able to take minutes with the Minutes Maker, leveraging your agenda as the template for maximum efficiency.
  2. Voting. When it comes to making important (and occasionally urgent) decisions, there’s no time to waste! Eliminate paper ballots and hand-raising with Boardable’s Polls + Virtual Voting feature. Everyone taps their vote on their devices, and the tool automatically tallies the results. Plus, the administrator has the option to make votes anonymous in the event of sensitive issues.
  3. Reporting. Your executive committee needs to stay on top of the board’s achievements and the organization’s overall health. Use the Reporting feature to track important metrics, such as board engagement, attendance, task completion, poll participation, or organization-wide goals. Boardable also handles the recordkeeping for you, saving time preparing annual reports and audits with quick access to the board’s activity metrics.

With powerful tools like these on your side, your executive committee can maximize its time together and produce greater outcomes for the board as a whole. Want to test it out first before you buy? Claim a free trial and see what Boardable can do for your board and its executive committee.

Conclusion & Additional Resources

Executive committees can generate immense value for the board of directors and organization as a whole for both for-profit and nonprofit organizations. As the board’s steering committee, it’s up to this group to make vital decisions in emergencies and boil down discussion items into what’s worthy of the full board’s attention.

These board officers have a direct influence on the board’s overall performance, so it’s up to the CEO and full board of directors to ensure the committee is made up of motivated officers who are assigned the correct responsibilities. With the right individuals as board officers, the entire organization will be set up to thrive.

Whether you’re forming your very first executive committee or revitalizing the structure of your current one, you should now be much more prepared to tackle what lies ahead.

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