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I’m in the middle of a bylaw review when my telephone rings.

Director: (Quietly) How much power should the Executive Committee have?

LMWE: What’s up?

Director: (Frustrated) I’ve been on a Board for nearly a year. The Executive Committee gets all the information and keeps it from the rest of us, they meet without us, and only bring things to the Board for rubber-stamp approval.

LMWE: Go on.

Director: (Voice rising) Well, it’s not what I agreed to when I joined the Board! I’m out of the loop and I’m worried about the decisions we’re making. I don’t feel I have enough information and if I ask questions, I get chastised for undermining the volunteers who did the work.

LMWE: As a Director, you’re liable for those decisions anyway.

Director: (Sighing) I was afraid of that. I think I’ll resign.

LMWE: Wait! No! Aaaaaaaaaack! (Silence)

Is this the script for the “Nightmare on Association Street”? No, it’s real life for many associations. I’ve had dozens of calls from Directors complaining about the Executive Committee, yet Executive Directors only complain about the Board or staff. Why is that? I decided to ask several national/provincial/local and charitable/professional/industry associations. As usual, my CSAE colleagues shared openly their experiences and opinions. My findings raised more questions than they answered, which led to my desire to present and receive more information on this subject at the 2006 CSAE National Conference.

Beginnings

With a new association Board, the officers (i.e., Chair, Vice Chair, Secretary, Treasurer) generally do the lion’s share of the work. Because there is no staff, they call themselves an Executive Committee and handle operations in addition to working with the rest of the Board on governance. What happens when the association reaches the capacity to hire an Executive Director? Well, what should happen is that the new ED should handle the operational work, and the volunteers who’ve been filling in should return to their role of governing. Instead, the ED frequently gets added to the Executive Committee and the group gains momentum.

Polarization

In “Boards that Make a Difference” John Carver suggests that an Executive Director renders the Executive Committee redundant; ECs interfere in staff work, and other Directors lose interest in Board work. At the other end in “Governing for Results,” Mel Gill appears to support ECs, indicating they are tasked with making urgent decisions between Board meetings, subject to ratification by the Board. With so many associations claiming to follow Carver’s principles, I wonder why Gill’s appear to dominate Canadian associations?

… make great hamburgers. If Executive Directors think Executive Committees are so great, why do I get so many calls from disgruntled Board members? EDs from associations that aren’t grumbling tell me that they discontinued the Executive Committee because, a) they have an ED or, b) they moved to a stronger policy governance model. Invariably they add, “And we’re doing great.”

ED’s of other associations – the simmering ones – tell me, “Yes we have an Executive Committee…and I couldn’t live without them.” A red flag propels me, “But you have an ED with staff…what does the rest of the Board do?” “The Executive Committee helps me,” I’m told, “and the Board doesn’t want to do all that work anyway.” Hmmm.

So, even when Executive Directors take over the Executive Committee’s original mandate, EC members keep being given new tasks, which they perform. Our peers tell me these are the most typical roles for the Executive Committee:

• ED’s sounding board;
• Making urgent decisions between Board meetings;
• Finance and Audit Committee;
• Personnel Committee in charge of ED contract and compensation;
• Strategic planning.

As an Executive Director, I invite you to consider the following:

• Wouldn’t you like to choose in whom you’ll confide/rely instead of having the officers prescribed?
• If everyone on your Board has a telephone and/or access to email (and if your bylaws permit), shouldn’t the entire Board be expected to make urgent decisions?
• Are the Chair, Vice Chair, and Secretary the most qualified to work with the Treasurer on Finance and Audit? Perhaps other Board members are better suited. Or, could you have the officers populate that Committee but with terms of reference related only to F&A (i.e., no other “executive” business)?
• Do the Chair, Vice Chair, Secretary, and Treasurer have the human resources proficiency that your contract and compensation deserve? If they don’t, does your Board contract HR expertise to handle this function? Again, could this Committee be populated with (qualified) officers and narrow (i.e., HR-related) terms of reference?
• Doesn’t the entire Board need to own the strategic plan and then make decisions and monitor performance based on it?

If your Board is not as engaged as you’d like, or if conflicts are developing, look first to your governing structure and documents. Make sure your structure is appropriate for your association and that there are clear expectations and communication lines. If your bylaws say you “shall have an Executive Committee,” then seek a bylaw amendment to change “shall” to “may.” This will enable you to make structural changes when you’re ready.

What would happen if you disbanded the Executive Committee? Here is what Executive Directors said would happen:

• Work might not get done (implying the Board is unreliable);
• Board would either engage or leave;
• My staff would probably be happier;
• I’d prepare packages for, and attend, half the number of meetings;
• I’d feel more comfortable about some of our decisions;
• Costs would go down;
• The old guard would revolt – they like the prestige, nice dinners, being “in the know.”

Here’s what the Directors said would happen:

• I’d get better information and I’d trust it;
• I’d feel better about our decisions;
• I wouldn’t feel like an outsider;
• I wouldn’t be so anxious about my fiduciary duty and liability;
• The workload might go up, but they don’t ask me to do much now anyway;
• I might not resign.

Most of these arguments lend support to disbanding the Executive Committee. Surprisingly, when asked if they would proceed, most EDs said they would not. Why the resistance?

1. If you don’t have an ED or if you have a small, junior-level staff; 
2. If you have a large Board (more than 20 Directors), or if it is based on representation and/or is not a typical policy-governance Board; 
3. If Board members do not have telephones or email; 
4. If members refuse a bylaw amendment changing “shall” to “may” or one allowing use of technology to hold meetings/make decisions; or
5. If other issues facing the association are so critical that dissolving the Executive Committee at this time would impair/distract rather than benefit the association.

For the majority of other Boards, however, I stand my ground. Your staff members deserve to do their jobs without interference. You deserve to do your job without redoubled efforts and meetings. Your Directors are liable for the decisions of the Board; tasking a smaller group to make these decisions increases other Directors’ anxiety and decreases their trust. If Directors need more information, give it to them until trust returns. Only then – when all Directors feel they have what they need to make decisions, when they trust that information, when they believe their input is valued – will they become an effective, engaged Board. Yes, you may lose a few but most volunteers want you to use their skills and talents. If you use and value what your staff and volunteer resources bring to the table, you will enhance your whole association.

My motivation in challenging the tradition of Executive Committees is to raise awareness of a potential cause of some persistent association problems. If something undesirable is happening with your Board, extend your investigations to the Executive Committee. It is my experience that some tweaking here will remedy several common, and a few uncommon, ailments. Clear expectations and terms of reference for all committees, projects and staff can make the difference between satisfied and frustrated participation.

One last piece of advice? If you suspect a problem here, don’t refer it to the Executive Committee!

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