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Executive Committee

How Technology Can Help Your Board’s Executive Committee…or Help You Kill It Off

Does technology make Executive Committees better…or potentially make them unnecessary? The answer: yes.

Last month, a session on “Transformational Governance” led by author and governance guru Katha Kissman at the BoardSource Leadership Forum, New Orleans, prompted discussion on the purpose and utility of nonprofit board Executive Committees. The discussion was passionate on both sides of the aisle – with some CEOs in the room explaining that the Executive Committee plays a critical role as a sounding board and “lab” for ideas that aren’t ready for full board discussion, as well as a group of trusted decision-makers who can quickly swing into action. Others felt that Executive Committees too often function like rogue “mini-boards,” meeting regularly and sometimes preempting full board deliberation and discussion on issues. The discussion also touched on the role board portal software plays in connecting boards overall, and executive committees in particular, in a more real-time and meaningful way. Which begs the question: does technology make Executive Committees better…or potentially make them unnecessary? The answer: yes.

But before explaining further, it’s helpful to define what the Executive Committee is and remember why these governing bodies came into being in the first place. In most organizations that have an Executive Committee, the group is comprised of the officers of the board (e.g., the President or Chair, VPs or Vice Chairs, Treasurer, Secretary) and sometimes the heads of the standing committees. The mandate of the Executive Committee is to serve as a smaller decision-making body that can be called to order to act on the full board’s behalf in times of crisis, when it would be impractical to convene the full board to meet.

Executive Committees can be especially practical options for organizations whose board members are spread across a wide geographic area, and/or meet infrequently (e.g., 3-4 times per year). Additionally, for organizations that have large boards (>15 members), having a smaller body that can be more nimble, and convene quickly, provide a significant advantage. Executive Committees can also serve an important supportive role for the CEO. Barry Bader, Founder and President of Bader & Associates and the creator of Great Boards newsletter, sums it up nicely in his article, “The Executive Committee: Roles, Uses, and Abuses”:

“Used appropriately, [Executive Committees] enable a board to conduct urgent business when a regular meeting isn’t scheduled and the full board can’t readily be convened, and they provide the CEO with a confidential sounding board for insights and advice from trusted leaders.”

Conversely, in too many cases, the Executive Committee does not function appropriately. In the worst examples, the Executive Committee becomes a “clique” that makes decisions in lieu of full board deliberation – not just in cases of emergency, but as a routine matter of course. A recent blog post on Charity Lawyer (by Carter Law) sums up the dangers of this situation succinctly:

“Unfortunately, it is not unusual for executive committees of nonprofit boards to overstep their authority by taking action without informing the full board.”

This can happen for many reasons. Sometimes the organization has too large of a board, low levels of board member engagement, poor participation/attendance at meetings, or a lack of trust among the senior management, officers, and the rest of the board. In such cases, it may be helpful to repurpose the Executive Committee (for instance, by converting it into a Governance Committee, a suggestion offered at Kissman’s BoardSource session).

With all of this in mind, advocates for Executive Committees may strive to enhance their performance, while opponents of Executive Committees may wish to repurpose or kill them off altogether. Wherever one stands on this issue, board portal technology can help. Specifically, board portal software can assist the Executive Committee in many of its responsibilities, as well as make the full board sufficiently nimble to reduce the need for an Executive Committee. These include:

  • Convening members quickly and with short notice using virtual meeting and online scheduling tools
  • Providing immediate access to critical information which can be posted & updated regularly the instant new developments occur
  • Securing a safe space where the CEO and board officers/chairs can have candid and confidential conversations. Most board management software platforms offer strong security protocols and data encryption for peace of mind.
  • Engaging members through feedback tools – such as surveys, polls, discussion forums, task assignments – that can allow the group to collaborate in real-time even if they cannot meet in person
  • Fostering board education/knowledge development – critical in any crisis – through the use of searchable document repositories, archives, dashboards, and curated content.
  • Searching records, gaining insights, spotting trends, and collaborating more fully.

Whether you are a fan or a foe of Executive Committees, board portal software is an indispensable tool at your disposal. With its help, you can effectively achieve the outcomes you need from that governing body.


Dottie Schindlinger

Dottie Schindlinger is Executive Director of the Diligent Institute, the governance think tank and research arm of Diligent Corporation. In her role, Dottie promotes the intersection of governance and technology as a recognized expert in the field. She co-authored Governance in the Digital Age: A Guide for the Modern Corporate Board Director, ©2019, John Wiley & Sons Publishers, and is creator and co-host of The Corporate Director Podcast, a fortnightly show featuring corporate directors sharing their stories about modern governance.
Dottie was a founding team member of BoardEffect, a board management software platform launched in 2007 focused on serving the needs of healthcare, higher education & nonprofit boards. Prior to BoardEffect, she spent 15 years working in a variety of governance roles, including as a board support professional, consultant, trainer, board member, and senior executive. Dottie serves as the Vice Chair of the Board of the Alice Paul Institute, and is a Fellow of the Salzburg Global Seminar. She is a graduate of the University of Pennsylvania.

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