It’s been around since time immemorial and every board has one. It’s the executive committee. This sacrosanct group is usually made up of the officers of the board; typically the chair, vice-chair, secretary and treasurer. Its daunting mandate can include making decisions for the board in the event of an emergency, and doing the business of the board between meetings.
If you are just a board member and not part of this elite and exclusive club, you ought to be terrified. But let me digress.
You are familiar with the idea of a quorum. In the case of a board it’s the minimum number of directors that need to be present at a meeting to do the business of the board. The reason for a quorum is to make sure that a small group of people aren’t making decisions which are binding on the rest of the board. If you aren’t at a meeting, but quorum, or the minimum number of directors, are at the meeting, then any decision made by implication includes you, even if after finding out what decisions were made, you don’t agree with them.
The executive committee is allowed to meet and make decisions without informing the board beforehand that it is meeting. Unless there are clearly stated protections, it can make binding decisions on your behalf and for which you have a legal responsibility. If it is meeting in the event of an emergency, it has the unilateral right to determine what constitutes an emergency. If there was an emergency of such consequence that a decision needed to be made quickly, I would want to be part of making that decision. In the 21st century technology allows for meetings to be held almost immediately.
But our executive committee needs to have its decisions affirmed at the next meeting. The next time that happens, my suggestion is that you withhold your affirmation. It may not make you popular but it will make a point. You cannot affirm something, unless you have the choice to withhold the affirmation.
But the executive committee of the board I’m on would never do that. If it’s not going to do that, then why even give it the authority to make broad sweeping decisions on your behalf? Just get rid of that committee altogether.
There are exceptions. There are times when a board will formally delegate to a committee the authority to make a particular decision with clear guidelines in a specific situation. But to intentionally allow an executive committee to function unchecked is foolhardy.
Having an executive committee with the overarching authority to make decisions on your behalf is at best ridiculous and at worst dangerous. Never allow yourself to be part of a board where someone else has the power to do the business you were elected or appointed for or perform the duties for which you are accountable.
Good governance – in fact, improved governance – will survive the extinction of the executive committee.