A nonprofit Board’s Executive Committee (ExCom) is essential for the smooth running of the Board and the organization. Why is that?
Nonprofit ExCom roles & responsibilities
The Executive Committee (ExCom)’s role within a nonprofit Board is often unclear. And yet, it is essential for the smooth running of the Board; engagement of Board members; overseeing staff and resource efficiencies, and general oversight of the organization’s work and its mission.
ExCom is comprised of elected Board officers. To ensure legal status as a 501c3 nonprofit in Texas there are at minimum three officers – a chair, a secretary and a treasurer. Other important officer roles are the vice-chair or chair-elect (I encourage the use of the latter title to imply succession) and I often recommend having a strategy officer (see descriptions below). The immediate past chair usually stays on the executive committee for a year following his or her board chair term, either in a voting or ex-officio capacity depending on the organization’s Bylaws. Also serving in an ex-officio capacity is the executive director.
To put the ExCom’s role in context, the Board of Directors’ (Board) role is to set and approve the strategic direction of the organization; establish and authorize the broad policies that govern its actions in line with the organization’s Vision, Mission, and Guiding Principles; ensure appropriate resources are in place to achieve the agreed goals, and provide oversight and support for financial, legal and administrative functions.
ExCom:
- Is responsible for the general supervision of the organization’s affairs between Board meetings
- Makes recommendations to the Board on strategic and governance matters
- Ensures fiduciary responsibilities are being fully adhered to and presented to the Board
- Studies and recommends policies relating to funding and resources for the organization
- Stays current on external trends and other factors that may impact the organization in both the immediate and longer-term.
However, it is important to note that any decisions made by ExCom must be ratified by the Board according to the organization’s Bylaws.
Unless otherwise stated in the Bylaws, ExCom is not authorized to perform any of the following actions without Board discussion and approval, although they may prepare and present proposals to the Board on these topics:
- Amend the articles of incorporation or the Bylaws of the organization
- Dissolve the organization
- Hire or fire the executive director
- Enter into or terminate any contracts with a value in excess of $ (amount agreed by the Board)
- File or settle a law suit against another individual or entity
- Change a Board-approved budget
- Adopt or eliminate any major programs
- Buy or sell property with a value in excess of $ (amount agreed by the Board)
- Change policies of the organization as approved by the Board.
ExCom members role descriptions are:
Chair or President. The chair’s primary role is to lead the Board in support of the organization’s mission, according to Board policies and procedures agreed by the Board and those legitimately imposed upon it from outside the organization. He or she is responsible for encouraging the long-term sustainability both of the organization and the Board, with oversight of the strategic direction of the nonprofit, its governance and programs. The chair works with the executive director, if there is one, to ensure that Board members are engaged and effective in executing their roles and responsibilities.
Generally, the chair is the authorized spokesperson for the Board, although this role may be delegated in Board-authorized instances. Meeting discussion content will be those issues that, according to Board policy, clearly belong to the Board to decide, not to staff. The chair has no authority to make decisions beyond policies created by the Board. The chair is the principal liaison between the Board and the executive director, working with him or her to oversee strategic programming and provide guidance where needed.
Treasurer. Oversees the financial business and affairs of the nonprofit in conjunction with the executive director and the chief financial officer, if there is one. He or she usually serves as chair of the Board’s Finance Committee and as a liaison between the Board and any financial institutions. The treasurer advises ExCom on investment of any surplus funds and ensuring any reserves are adhered to. He or she is also responsible for providing an account of the organization’s financial status to the chair and Board, on a regular basis. The treasurer is also responsible, with the ED, for the creation and maintenance of financial policies and procedures.
Secretary. Is custodian of all corporate records and the seal and ensures that corporation status is maintained with the appropriate authorities. He or she works with ExCom to develop and distribute Board meeting agendas; drafts or organizes the drafting and distribution of Board meeting minutes in a timely manner and provides related handouts in accordance with the provisions in the bylaws. The secretary tracks actions and decisions arising from each board meeting and provides guidance on adherence to the organization’s Bylaws. Proposed changes to the Bylaws are typically overseen by the secretary and the governance committee, if there is one.
Chair-elect/Vice-Chair/Vice-President. Acts in place of the chair when the chair is not available and supports the chair in fulfilling his or her role functions. This position is typically successor to the chair. Specific responsibilities include working with the chair to develop and implement Board officer transition plans and taking on leadership of ad-hoc task forces or projects, such as working with the executive director on staff development plans or serving on or presenting to related organizations as the Board representative.
Immediate past chair. Usually stays on ExCom for a year and may or may not be a voting member, depending on the organization’s Bylaws. In addition, if appropriate, he or she may serve as chair of the Advisory Council, if there is one.
Strategy Officer. Is a possible additional position on the ExCom, although not required by law. If introduced, the role would need to be added to the organization’s Bylaws. This person is responsible for overseeing the development and maintenance of the organization’s Strategic Plan, in collaboration with the executive director and any senior directors responsible for strategic oversight. He or she ensures that the organization’s initiatives fall within the strategic guidelines as approved by the Board.
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