Executive Committee

Understanding Board Committee Structure

An executive committee board structure can be confusing to some nonprofits. The role of an executive committee, as all committees, is to help the board accomplish its work in the most efficient way.

Boards should not form an executive committee simply because everyone else has one or by default. Boards should first analyze the entire structure of the board and determine whether that particular committee would add value.

This outline helps boards determine whether an executive committee is a necessary tool for their organization.

What is an Executive Committee?

As the name implies, an executive committee has special responsibilities and authorities above all other committees. While it is still accountable to the full board, it can act on behalf of the full board in certain circumstances. The executive committee’s main purpose is to facilitate decision making between board meetings or in times of urgency and crisis circumstances.

It often also acts as the communication link to the chief executive and, in some cases, conducts the chief executive’s performance evaluation.


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What are the Limits of its Authority?

Often the role of an executive committee is defined by what it cannot do. To avoid delegating essential powers away from the full board, it should not:

Who are the Members?

It is a common practice to include the officers of the board as members of the executive committee. Usually, the board chair also chairs the executive committee meetings. Sizable boards often elect to add other representatives to this committee to ensure necessary diversity in decision making and to avoid concentrating too much power in the hands of a few. The size of the committee should stay relatively small in order to keep it a flexible and efficient tool for the board. The chief executive tends to serve as an ex-officio member of this committee.

When would a Board Benefit from an Executive Committee?

Here are some situations that might warrant using an executive committee:

  • A large board—A smaller group authorized to act on its behalf in certain circumstances can speed up decision making
  • Board members geographically spread out—If your members are scattered all over the country, it may be easier for a core group to get together during an emergency
  • The board regularly needs to take action or make frequent decisions—Certain repetitive and standard financial and legal matters do not require full board meetings and could easily be attended to by an executive committee
  • A place to test controversial ideas—An executive committee can be used to study important issues and to present the findings to the full board

When is an Executive Committee Less Beneficial?

  • A small board—Decision making is already efficient when the full board meets
  • The board is active and motivated—It is easy to get everybody in the meeting room and produce results as all board members are optimally involved
  • No standing board committees—All committee activities are carried out by temporary task forces

Executive Committee Structure Concerns

An organization is well served by an executive committee when the committee facilitates the board’s time management. However, to keep every board member active and responsible for their own participation, pay attention to the following concerns:

  • The role of the committee should be defined in the bylaws, not by the committee itself.
  • The executive committee cannot replace the full board. It reports to and is accountable to the full board.
  • Even though the committee may be granted special powers in the bylaws, the full board should always confirm decisions in its next meeting.
  • The executive committee should not marginalize other board members. If the committee is perceived as an inner clique, outside members easily feel left out, resulting in poor morale.

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101 Resource | Last updated: October 24, 2019

Resource: Nonprofit Board Committees