Leatherstocking AEA July 17 Webinar Recap: "Making the Executive Committee Work"
NYCON would like to thank the panelists of our July 17 Webinar, "Making the Executive Committee Work"!
- Diane Brown (Community Foundation for South Central New York)
- Victoria Kappel (Chenango Arts Council)
- Johna Peachin (Oneonta YMCA)
Some of the takeaways from Wednesday morning's lively discussion:
The executive committee can serve in many roles. Often, the executive committee meetings may be a place to address
- personnel issues
- implement strategic planning
- serving as a finance committee
- evaluation of the Executive Director
- development of relationships between the board and Executive Director.
Additional responsibilities include making board decisions in the event the board cannot meet, or acting if there is no quorum. Executive committee members also prove valuable in setting organizational expectations and facilitating orientation of new members to the board.
These functions outline why the executive committee is worthwhile; but how, exactly, can we "make them work"? Our panelists suggested that, although the executive committee is traditionally made up of officers, it could be beneficial to consider expanding the scope of the committee to include standing board members. When asked how often meetings should occur, the consensus was that there is no one "right" answer. Some meet once monthly, some ad hoc: it is dependent on what works best. In terms of the meetings themselves, Ms. Kappel made the point that executive committees can help streamline meetings, keep agendas moving forward, and address challenges efficiently. One suggestion for using your executive committee was the allocation of time at the end of each board meeting to clarify any issues and ensure that everyone is on the same page.
Thanks again to our panelists!
Additional resources offered: committee charges and board job descriptions
In addition, we've included a list of committee charges:
Typical Responsibilities of the Executive, Finance, Personnel, & Nomination/Board Development Committees
Executive Committee
Composition:
Chaired by the Board President and comprised of officers. Sometimes includes chairs of standing committees, past presidents, and/or board members at-large. It is important that the committee have the composition of board leaders necessary to legitimatize whatever actions it may need to take.
Typical Responsibilities:
- Maintains surveillance of the business and affairs of the corporation
- Empowered to exercise all of the powers of the board that may lawfully be delegated in the management of the affairs of the corporation as may be necessary between board meetings or as specifically authorized by the board and/or bylaws
- Reports its actions to the board at the next regularly scheduled or special meeting of the board
- Evaluates the Executive Director
Personnel Committee
Composition:
Typically appointed by the board president or his/her recommendations are subject to board approval.
Responsibilities:
- Formulates, revises and recommends policies on all matters relating to paid and volunteer human resources, including compensation practices, to the board for approval
- Maintains familiarity with, and assures that all personnel practices of the board are in accordance with, applicable law and contractual obligations
- Monitors, on behalf of the board, the implementation of all personnel policies approved by the board of directors
- Keeps the board informed on the organization's personnel requirements and needs
- Establishes procedures and processes to hear grievances and to arrange necessary negotiation with any unions involved with the organization
- Serves as an advisory resource to the Executive Director on personnel matters for which (s)he has assigned responsibilities
Audit & Finance Committee
Composition:
Typically chaired by the treasurer, although this is not always advisable. Members are usually appointed by the President or his/her appointments are subject to ratification by the board. Board president is ex-officio and usually an active committee member. It is advisable that the chair or liaison connection with other financially focused committees of the board (i.e. investment, fund development and audit) also serves on this committee. Committee members usually are those board members with some level of expertise or knowledge of fiscal matters.
Responsibilities:
- Develops a proposed budget that advances the organization's purposes and goals for consideration and approval by the board of directors
- Develops policies, processes and reporting procedures that promote the financial well-being, sound financial budgeting, management and the safeguarding of assets, and regulatory/contractual compliance of the corporation for recommendation to and approval by the board of directors
- Monitors, on behalf of the board, implementation and compliance of all financial policies approved by the board
- Reviews the financial implications of new initiatives and changing project revenue
- Serves in an advisory and resource capacity to the treasurer in ensuring that accurate, complete and timely financial records and reports are developed, maintained and reported
- Educates the board as to their fiduciary role and responsibilities
- Assures that appropriate and sufficient insurance coverage is secured
- Performs the functions of audit and investment committees if either or both of these committees do not exist
Nominations or Board Development Committee
Composition:
Elected by the board of directors and/or membership of the corporation. It is not advisable to have this committee appointed, without board ratification, by the board president. Committee members should not include board members and officers who will be eligible for election during the committee's work. Some organizations permit non-board members to serve on this committee.
Responsibilities:
- Ongoing assessment of the strengths and limitations of the board's composition vis-à-vis achievement of organizational mission and goals
- Regularly review and propose to the board for revision of board and officer job descriptions, expectations and ethical standards
- Identify, recruit and nominate officers and directors for board/membership consideration
- Develop succession plans for key board leadership positions
- Design and implement new board orientation
- Coordinate ongoing development and training for all board members and officers
FUND DEVELOPMENT COMMITTEE
ROLES AND RESPONSIBILITIES
Board of Directors:
The job of _______________ is to achieve the mission of the organization in a prudent and ethical way. The job of the Board is to make contributions to achieving the mission that are unique to its public trusteeship role and necessary for proper governance and management of _____________________. As it relates to fund development, members of the Board shall:
- Make a financial gift to ___________________ that is personally significant.
- See that the organization you represent, if eligible, becomes a member of _________________.
- Understand and support __________________ fund development efforts.
- Use every opportunity to heighten the profile of _____________________ in the nonprofit sector.
- Assure staff performance (through control and evaluation of the Executive Director).
- Assure Board performance (through Executive Limitations and Governance Process Policies).
Fund Development Committee:
The job of the Fund Development Committee is to support the Board's trusteeship role and to make contributions to achieving ___________________'s mission and financial objectives. As it relates to fund development, the Committee shall:
- Lead the Board's fund development efforts and, with the Executive Director:
q Recommend fund development strategies,
q Assist with the development of fund development plans,
q Enlist Board support and action to implement fund development plans, and
q Lead major funding requests/proposals
- Review ____________________'s operational budget prior to submission to the Board for approval to ensure consistency with fund development plans and activities.
- Develop and recommend policies and/or guidelines to address how and to what extent fund development, public relations, marketing and related tasks are expected of the Board.
- Develop and recommend policies and/or guidelines to address how and to what extent fund development, public relations, marketing and related tasks are expected of the Executive Director.
- Assist the Board in evaluating and monitoring fund development efforts of the Executive Director.
Following are some sample officer descriptions:
Sample Position Description: Board President
The President of the Corporation is the chairperson for the board of directors who:
- Discusses issues confronting the organization with the executive director
- Reviews with the executive director any issues of concern to the board
- Monitors financial planning and financial reports
- Helps guide and mediate board actions with respect to organizational priorities and governance concerns
- Participants in the evaluation of the performance of the executive director and informally evaluates the effectiveness of board members
- Recognizes good performance of board members
- Recognizes performance of the executive director, evaluates the board's effectiveness (objectivity in making decisions, willingness to take action, and influence to carry out the mission.)
- Evaluates the board informally by observing what is happening in the organization, assessing the committee chairs, monitoring relations with other organizations, sounding out public opinion
- Self-evaluates his/her own performance and shares with Executive Committee
- Addresses performance and/or conflict of interest problems with board directors
- Accepts other appropriate board leadership duties as directed by the board
Desirable Qualifications:
1. Vision - broad, overall image of the agency's operations
2. Generalist approach to the organization
3. Impartial attitude
4. Caring nature
5. Strong leadership skills
6. Ability to facilitate
7. Working knowledge of Robert's Rules of Order
Sample Position Description: Board Vice-President
- Shall have all of the powers and functions of the president in the absence of the chief volunteer officer.
- Be a "President-Elect" and shall succeed the chairperson of the board when appropriate.
- Shall have signatory authority for cash transactions or other official agency reports.
- Perform other appropriate duties as requested by the board or chairperson of the board.
- Sometimes helps to support committee functioning and leadership.
Sample Position Description: Secretary
- Perform or oversee documentation for activities of the board.
- Assure that all documentation of corporate activities is managed in an appropriate manner.
- Have custody of all records and reports of the corporation.
- Perform or delegate to staff and assure the following:
- Creating and mailing agendas for all meetings of the board
- Keeping and reporting of complete and accurate minutes of all meetings of the board and all unanimous written consents executed by board members
- Knowing and advising the board on Roberts Rules of Order
- Serves on the Executive Committee.
- Perform such other duties as pertain to the office or as may be prescribed by the board.
Desirable Qualifications:
1. Good Communication skills, especially written
2. Experience with minutes (ability to participate in a meeting & record at the same time)
3. Strong filing and organization skills
4.
Sample Position Description: Treasurer
- Oversee all financial activities of the corporation and act as the chairperson of the Finance Committee that reviews all financial matters.
- Assure that all financial matters are managed in an appropriate manner.
- Have custody of all funds and securities of the corporation.
- Perform or delegate to staff the preparation of the following:
- Maintaining full and accurate accounts of receipts and disbursements in the corporate books. Records of financial transactions shall be retained for eight years from the date of transaction.
- Depositing all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board.
- Disbursing the funds of the Corporation as may be ordered or authorized by board and preserve proper vouchers for such disbursements.
- Rendering to the chairperson and the board at the regular meetings of the board, or whenever they require it, an account of his/her transactions as Treasurer and of the financial condition of the Corporation.
- Rendering a full financial report at the annual meeting of the board.
- Being furnished by all corporate officers and agents at his/her request with such reports and statements as s/he may require regarding the financial transactions of the corporation.
- Acting with the Finance Committee, see that a true and accurate accounting of the financial transactions of the corporation is made, that reports of such transactions are presented to the board, and that all expenditures are made to the best possible advantage, and
- Performing other duties as are given to him/her by these Bylaws or as from time to time are assigned to him/her by the board or chairperson.
- Serves on the Executive Committee and all other finance related committees as determined appropriate.
Desirable Qualifications:
1. Accounting knowledge
2. Skill in assessing financial position
3. Ability to separate the overall financial picture from detail oriented day-to-day operational issues and to focus on the overall financial picture.
Board Committee Chair- Job Descriptions
The bylaws define the functions of standing committees, how committees are formed and their composition. Committee chairs are either denoted by position and responsibility in the bylaws (i.e. the treasurer shall chair the Finance Committee) or the process of appointment is stated. Generally, the board president or chair appoints chairs of board committees. Some bylaws may call for such appointments to be ratified by the board.
Committee chairs are an important and critical part of the board leadership team. Their responsibilities and duties generally include the following:
- Recommending to the president and/or board, who (s)he would like to see serving on the committee.
- Calling meetings & setting the agenda
- Ensuring meetings are properly recorded
- Managing the committee or group process, as customary for the position of a chair
- Coordinating communication and staffing services with the Executive Director (and/or assigned staff)
- Regularly report to the board all committee recommendations, progress and any other significant issues or concerns that warrant the committee's attention.
- Keep the board president appraised on an ongoing basis of committee work and progress, and notify the president of the committee's report to the board in advance of the board meeting
- Ensure that the committee stays within its governance charge and is accountable to the board of directors as appropriate.
- When the committee provides advice to the Executive Director and/or staff, clearly distinguishes and articulates to all concerned that such advice is not a directive or supervisory in any way.
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FROM IDEALWARE
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