Does the Executive Director Belong in Board Executive Committee Meetings?

Welcome back to Ask a Nonprofit Expert, NPQ’s advice column for nonprofit readers, by civic leaders who have built thriving, equitable organizations.

As always, this series offers Leading Edge members the opportunity to submit tough challenges anonymously and get personalized advice. In this column, we’ll publish answers to common questions to strengthen our entire community’s capacity.

In today’s issue, Jan Masaoka answers a reader’s question about who should and shouldn’t be involved in executive committee meetings.

Stuck on a problem? Submit your question here.

Dear Ask a Nonprofit Expert,

Does the executive director belong in board executive committee meetings?

Sincerely,

Ethically Concerned

Dear Ethically Concerned,

This question manages to convey a lot of frustration in just a few words. I’m guessing you are either an executive director or a board member who is not satisfied with how your organization currently answers this question.

The good news is that this tension underlies an unglamorous but important truth: It depends on the situation.

Let’s take a step back for a moment.

First, it will be helpful to split your question into two.

1. Should the executive director be a member of the board executive committee?
   Answer: No.

2. Should the executive director attend meetings of the executive committee?
   Answer: Usually, but not always.

Why is it generally better not to have the executive director (or CEO) on the board’s executive committee? Unless you want a docile board, it is important for board members to have a sense of the board and its committees as separate from the staff. Doing so affirms the checks and balances between board and staff and strengthens the board’s sense of ownership beyond simply supporting the staff. Also, the board’s leadership needs space to discuss concerns that they are not yet ready to bring to the executive director.

Unless you want a docile board, it is important for board members to have a sense of the board and its committees as separate from the staff.

As a parallel, think about a board finance committee that is chaired by the chief financial officer (staff) who establishes the agendas, conducts the meetings, writes up the minutes, and makes finance committee reports to the board. Such dominance diminishes the ability of finance committee members to think proactively about the financial status and business strategies of the organization; it diminishes their sense of contributing to the organization and can even make them wonder why they bother serving on the committee. Effective oversight is likely not going to happen.

“Lead the Board to Lead”

As a former executive director myself (twice), I am sympathetic to the instinct that the executive director should be “in on everything,” including every meeting with board members. A good guideline—if mysterious, at first—is that the executive director’s job is to “lead the board to lead.”

Concretely, this means recruiting board members who have the sensibilities to be leaders and working with them to establish spaces for them to initiate discussion and, in fact, lead.

A counterpoint might suggest: But the board’s executive committee is different! It’s about making board decisions between board meetings and making big decisions! Shouldn’t the executive director be part of that?

A good guideline—if mysterious, at first—is that the executive director’s job is to “lead the board to lead.”

That takes us directly to the second question: Should the executive director attend meetings of the executive committee?

Let’s take a second to remind ourselves that executive committees are chartered differently in different nonprofits.

In some cases, they meet regularly and preview discussions and decisions as a smaller group—usually under the premise that the board is too big or doesn’t meet often enough. Unfortunately, this kind of executive committee often ends up supplanting the board itself. If everything has been predigested or even decided by the executive committee, board members legitimately wonder what the point is of having other board members at all.

In other nonprofits, to preserve the importance of the full board and to develop leadership through substantive discussions, the executive committee meets as needed and typically in response to items that are one or more of the following:

1. Very urgent, requiring a decision before the board can meet or be informally polled
2. Highly sensitive, such as a possible lawsuit, a serious HR matter, or first indications of wrongdoing
3. Related to evaluation of the executive director

How to Decide Who Should Be in Attendance

Whether the executive director should attend such an executive committee meeting depends on the topic and the timing.

For example, one executive director told the board chair that a staff member had been talking angrily and openly about suing the organization for discrimination on the basis of disability. The two then decided it was important to get a sense of the responses the organization should take now, realizing that once a lawsuit was filed it would be prudent to let the full board know immediately.

In this case, it was decided to start with an executive committee meeting that included the executive director but also the staff person serving as human resources coordinator.

Starting with a smaller committee would get all the information on the table and prevent board members from becoming unnecessarily alarmed. The group decided to ask the human resources coordinator to start with a meeting with the person in question (along with another staff member as witness) to ask more about their reasons for such statements. It was also decided that the executive director should review the organization’s insurance coverage related to lawsuits against the organization and/or the board. The executive director, the human resources coordinator, and the executive committee members appreciated a sense of alertness and taking steps without overreacting. At the next board meeting—in closed session with the executive director as the only staff present—they reported on their discussion and updated the board on how it had played out so far.

We shouldn’t start with who is a member of which committee. Instead, we should start with who needs to be part of each discussion.

Such a discussion needed the information directly from staff, so it was important to include staff.

In another situation, the board chair received a letter from a staff member with serious charges against the executive director related to mismanagement of funds. The chair didn’t want to decide on her own how to handle the situation, and she knew the board would need to decide together how to respond. She called for a meeting of the executive committee and let the executive director know it was happening, but that it would be only for the committee’s members.

In the meeting, one of the members brought up an incident from several months ago that she had not mentioned to the board and that might also indicate financial mismanagement concerns—in this case, a very expensive present purchased for the executive director’s assistant. There was a candid and earnest discussion that might not have been possible if the executive director had been present.

These real-life examples illustrate the importance of having the right people in the room based on the nature of the discussion.

If the executive director should be included, then include them. If the executive director shouldn’t be included, don’t include them. We shouldn’t start with who is a member of which committee. Instead, we should start with who needs to be part of each discussion.