Role and Use of an Executive Committee

Many clubs have Executive Committees, which can range in size and function. Some club bylaws specify the individual members as well as the limitations on the Executive Committee, but most boards have flexibility as to how to structure and employ and Executive Committee. There are advantages to having an Executive Committee, such as the efficiency of a smaller group if a board decision is needed on short notice. The Executive Committee can also serve as an advisor to the General Manager on sensitive matters when it’s desirable to keep strict confidences.

But having an Executive Committee is not without its risks, the most damaging of which is the Executive Committee’s tendency to act like a mini-board. In such situations, the rest of the board can feel like there are two tiers on the board – the first tier being the Executive Committee and the second tier being the board as a whole. To guard against this risk, boards are advised to be clear on what authority it will give to the Executive Committee and how it is expected to use it. Below is an example of a board policy addressing the Executive Committee. It is taken from Section 3.6.8 of the SPM that is contained on the CMAA website. Notice that the policy is clear on the limitations of the Executive Committee’s authority. The policy also requires that (1) the Executive Committee make a determination that its action is needed in the near term and (2) it report any decisions to the whole board in a timely way.

3.6.8 Executive Committee. This committee shall comprise the Chair, Vice Chair, and the Chairs of the Finance and Planning and Programs Committee. It shall have the authority to act for the Board on all matters except those listed below so long as the Executive Committee determines that it would be imprudent to wait for the next Board meeting to take such action. The Executive Committee is required to report to the Board within 10 days any action that it makes on behalf of the Board. The Executive Committee is not authorized to make decisions or to take actions with respect to:  Financial assessments  Hire or fire the GM  Enter into major contracts or sue another entity  Change a Board-approved budget  Adopt or eliminate major programs  Buy or sell property  Change policies that have been designated as requiring the full Board to change