Scott DeWald

Streamlining your nonprofit’s business: Some legal considerations for forming an executive committee

posted by
Scott DeWald,

Partner
Lewis and Roca LLP

“We have so many board members, we’re having trouble reaching decisions.”

The time it takes to reach consensus on a board of directors is often directly proportional to the size of the board. It’s simply more efficient to present, review, discuss and decide as a group when the number of members is manageable.

Ironically, a nonprofit that succeeds in recruiting a large number of board members with a passion for its mission can reach a point of diminishing returns, notwithstanding the valuable input each board member brings, because the time needed to give each member a say on every major decision lengthens (sometimes in an agonizing way) the time needed to reach those decisions. One way organizations can improve this process, without reducing the size of the board and the participation of its constituents, is by forming an executive committee.

An executive committee can be given the authority to act on behalf of the board only between meetings of the full board, or might be tasked with considering important matters prior to their presentation at the regular board meeting. Another option is to give the executive committee authority to act with the full power of the board in emergencies.