Imagine being asked to serve on a Board of Directors for an entity that you admire and respect. You humbly accept and shortly thereafter begin your board service—a commitment that you take very seriously. After several board meetings you discover that your presence on the Board doesn’t mean much because you are not on its Executive Committee. You notice that the Executive Committee is the one who is making all the relevant decisions and that the Board is for the most part irrelevant.
Unfortunately, this scenario is fairly common and it sets the framework for a potentially dysfunctional organization. Consider the individual above who is not on the Executive Committee. He/she will over time, believe it or not, feel resentment towards the Executive Committee and its members. And that individual will begin talking to other Board members who are not on the Executive Committee. They begin referring to the Executive Committee as the “real Board” or the “Board within the Board”. They wonder if their presence on the Board is appreciated or necessary and start missing Board meetings or disengage from the organization. Furthermore, the discussions among the non-Executive Committee Board members find their way to others who support the organization and its mission.
Before I go any further, I want to note that I do serve on the Executive Committee for a non-profit organization. However, the organization is a Chamber of Commerce which has a fairly large Board of Directors—more than 40! If you know anything about Chambers, this is not atypical as these organizations consider business development and networking as a core element to its functioning—and nowhere is this seen better than at their Board meetings. Thus, an Executive Committee for a large Chamber of Commerce is almost critical to its functioning. However, as to the other organizations for whom I serve on a Board, I advocate that their Executive Committee be limited to their Officers and meet only when there is an emergency and the Board cannot be convened immediately—and these limited powers should be expressed in the Bylaws. It is difficult for me to see how in this technological age that a Board meeting cannot be convened in short order to address an emergency situation (provided of course the organization’s Bylaws support such a method—conference call, video call, etc.).
Thus, consider limiting the power of your Executive Committee, or run the risk of creating a Board within a Board.
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