A word of advice for institutional leaders scrambling to root out dysfunction in their school's governance structures: Look first to the executive committee of the board. In my experience, as the executive committee goes, so goes governance across the whole institution.
Executive committees are standard fare in board governance, and they fulfill a useful role when they're functioning appropriately. At their best, executive committees facilitate smooth board operations and encourage the full participation of all the members.
But executive committees have a potential dark side as well. Writing in the Better Boards newsletter, Barry Bader describes them as "intrinsically exclusionary, devolving easily into a powerful clique that makes other trustees feel like second-class citizens."
When an executive committee claims all the "good stuff" for itself, presenting precooked action items with the expectation of rubber stamp approval, the board isn't able to function as an effective team.
Moreover, the story doesn't end at the board-room door. Campus-wide governance patterns tend to mirror those of the board. If open discussion and shared decision making are the board's modus operandi, then collaborating across governance lines comes easily. But if a small group of insiders has commandeered the board, chances are slim that shared governance will flourish in other corners of the campus.
In short, there's a definite trickle-down aspect to institutional governance. The good news for boards suffering from the effects of an overactive executive committee is that there is a cure. The following three steps can put the board and the school back on the road to full governance health.
1. Define appropriate behavior
The surest guard against "authority creep" by the executive committee is a periodic comparison of the way the committee is functioning to how it should function, as described in the school's bylaws. If existing documents aren't sufficiently specific in defining the executive committee's roles and responsibilities, the board as a whole should issue clearer instructions.
At a minimum, there needs to be clarity about when the executive committee can act on behalf of the full board and whether the board must ratify the committee's actions or just be informed. BoardSource has even more specific advice. That organization, which provides resources for non-profit boards, suggests that the executive committee "should not amend bylaws, elect or remove board members, hire or fire the chief executive, approve or change the budget, make major structural decisions, add or eliminate programs, approve mergers, or dissolve the corporation."
Although members of the executive committee may think they know the mind of the board, it is better to ask than to assume. Exemplary governance depends upon free-flowing communication — within the board and between the board and other governance stakeholders.
There needs to be a shared under-standing of how board members feel about the responsibilities the executive committee has taken on. Are some trustees concerned that the executive committee has usurped work that properly belongs to the full board? Do other governance stakeholders perceive that good faith and a collegial spirit fuel communication within the board?
Slowing down long enough for self-assessment doesn't come easily, but as the executive committee seeks and accepts feedback, it models the best of shared governance.
3. Seek alternatives
Size of membership, geography, and infrequency of board meetings are sometimes cited as insurmountable barriers to efficiency in governance. That's the reason that some board members tout their reliance on a small group of highly engaged individuals as the only viable way to go. Still others grudgingly accept a strong executive committee as an unfortunate fact of board life. But is an executive committee that functions as a board within the board the best solution to this governance conundrum? There may be other ways to address the challenges of a large or far-flung board, or one that can only meet once or twice a year.
So back to my beginning premise: If an institution is struggling with governance issues, the board should look first at the executive committee. An ounce of prevention applied at this level will almost certainly be worth a pound of cure to the school's governance system as a whole.
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