Executive Committee, Yes or No

The Relationship Model
Executive Committee, Yes or No

Have you ever had the experience as a member of an Executive Committee of discussing the board meeting agenda before the meeting of the full board? Then when the board meets, you discuss it all again with but this time with more people. Did you ever ask what advantage there was to discussing the same things twice – and coming to the same conclusions? Imagine designing a process like that!

The bylaws of some not-for-profit organizations require an Executive Committee. It’s very common for the bylaws to authorize this committee to act on behalf of the Board of Directors between meetings of the board. Thus, it becomes a mini board, vested with the same authority as the full board but for much more of the time than the board itself.

This practice reflects the common experience of boards that manage rather than govern. In the absence of policies by which a board directs and controls the leadership and management of the organization, a managing board is making regular management decisions. Consequently, a managing board has to have some way of making management decisions between board meetings. Enter the Executive Committee.

Sometimes the Executive Committee has even more power. In rare cases Executive Committees have even been authorized to approve changes to bylaws. I have even heard of Executive Committees where board members are not welcome.

The sad reality is that Executive Committees usually disempower the very boards that are their source of authority. The Committee can make board members feel like they aren’t informed enough to make decisions of quality and that all that is left for the board is to rubber stamp the decisions of the Executive Committee. It’s pretty ironic and certainly backwards.

The ideal situation is having a board that controls by governance instead of management. With governance policies, a strategic plan and clear delegation of management authority to the CEO there is no need for an Executive Committee. Not only is the board more empowered, but the CEO is too.

Losing an Executive Committee is usually a gain for an organization. Conversely, an organization that still has an Executive Committee is likely not the governing board it may like to think it is. An organization can be stronger without an Executive Committee.


The Relationship ModelTM enables a board to respond to its stakeholders, to set the strategic direction as a committee of the whole and then to delegate management to a professional CEO. In this model the board’s main function is to ask the question, “What services shall we offer to which people in which places and in what order of priority?” The next most important function is to answer that question in the form of a strategic plan. Exit the Executive Committee.

Les Stahlke, President/CEO
GovernanceMatters.com Inc.

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