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A board of directors meets on a schedule, but the decisions it needs to make doesn’t always wait for it. An executive committee exists to close that gap, giving a small group of directors authority to act between board meetings when circumstances require it.
That authority is also the source of the risk. A committee that decides too much displaces the board it was meant to support, and the directors who were not in the room remain accountable for the outcome.
This guide covers what an executive committee is, who serves on it, what it may and may not decide, and how a charter keeps it in remit.
Key Takeaways
- An executive committee is a small subset of the board of directors, authorized by the bylaws to act on the board's behalf between full board meetings.
- Executive committee membership consists of board officers such as the chair, vice chair, treasurer, and secretary, rather than the organization's senior executives.
- State corporate statutes limit what a board committee may decide, and under Delaware law a committee cannot amend the bylaws or adopt an agreement of merger.
- An executive committee charter records the committee's authority, membership, quorum, and reporting obligations, defining what it may decide alone and what it may only recommend.
- Every executive committee action should be reported to the full board at its next meeting, because directors remain accountable for decisions taken in their absence.
What is an Executive Committee?
An executive committee is a standing committee of the board of directors, made up of a small number of directors and empowered by the organization’s bylaws to act on the board’s behalf between scheduled board meetings.
The purpose of the executive committee is speed. A full board may meet four times a year, while the decisions on contracts, personnel, or emerging risk can arrive at any point in between. The executive committee handles those matters within limits the board has set in advance, then reports back.
Here is a list of executive committee roles and responsibilities:
- Act on delegated matters between board meetings
- Set the meeting agenda with the chair, decide what reaches the full board
- Oversee the chief executive (performance review, recommended pay)
- Serve as the board’s first responder during times of crisis
- Coordinate across committees
Membership is defined by the board bylaws and usually consists of:
- Board chair
- Vice chair or chair-elect
- Treasurer
- Secretary
In some organizations, the chairs of various standing committees may also attend.
Additionally, the chief executive, usually the nonprofit’s executive director, is often in attendance. Whether that person votes depends on the bylaws and on whether they hold a board seat. Many organizations deliberately keep the chief executive non-voting on this committee, because it can be asked to evaluate the chief executive’s performance.
In nonprofits, the executive committee typically sits alongside the other nonprofit board committees, such as finance and governance.
Are Executive Committee Members Paid?
Executive committee members are directors, and their compensation follows whatever the board’s arrangement is. Public company directors typically receive a cash retainer and equity, sometimes with an additional retainer for committee chairs.
Nonprofit directors serve without compensation and are reimbursed only for expenses, a practice asked about on IRS Form 990. Serving on the executive committee does not by itself create a separate salary.
Executive Committee vs. Board of Directors
| Full Board | Executive Committee | |
|---|---|---|
| Size | All directors | Typically three to seven directors |
| Membership | Elected or appointed under the bylaws | Board officers, often joined by standing committee chairs |
| Meets | On a set schedule, often quarterly | As needed, sometimes monthly |
| Authority | Full authority granted by the bylaws and statute | Delegated authority, limited by the bylaws and by statute |
| Decides | Strategy, budget, executive hiring, bylaw amendments, mergers | Time-sensitive matters within its delegated remit |
| Cannot decide | Matters reserved to members or shareholders | Bylaw amendments, mergers, and anything the board has reserved |
| Accountable to | Members, shareholders, or regulators | The full board, through mandatory reporting |
Executive Committee Authority and Limits
An executive committee’s authority is never unlimited. Two things constrain it: board bylaws, which set what the board chose to delegate, and state corporate statute, which sets what cannot be delegated at all.
Under Delaware General Corporation Law Section 141(c), a board committee may exercise the powers of the board with specific exceptions. A committee may not amend the bylaws or adopt an agreement of merger or consolidation, and it may not declare a dividend or authorize the issuance of stock unless the board resolution, bylaws, or certificate of incorporation expressly grants that power.
Most state statutes and the model nonprofit acts impose comparable restrictions. Matters commonly reserved to the full board include:
- Amending the bylaws or articles of incorporation
- Approving a marger, dissolution, or sale of substantially all assets
- Electing or removing directors, or filling board vacancies
- Hiring or terminating the chief executive
- Approving the annual budget
Boards should confirm the limits in their own governing statute and record them in the committee charter rather than relying on general practice, since the specifics vary by state and entity type.
Executive Committee Charter
A board committee charter is the document that converts delegated authority into something a board can hold the committee to. At minimum, the executive committee charter should record:
- Purpose: What the committee exists and what problems it solves
- Membership: Which seats serve, how they’re appointed, and voting rights
- Authority: what the committee may decide alone
- Limits: Matters expressly reserved to the full board
- Quorum: How many members constitutes a quorum for committee action
- Reporting: How and when actions are reported to the board
- Review: When the charter is revisited
Give the Committee Its Own Governed SpaceExecutive committee work carries the same weight as the board's and often more urgency. OnBoard gives each committee its own materials, votes, and minutes inside the board's record, with permissions that control who sees what.
See Committee ManagementExecutive Committee Best Practices
Define Authority Before You Need It
The most common executive committee failure is deciding something the full board should have decided. Writing the boundary into the charter before an urgent matter arrives is what prevents a good-faith decision from becoming a governance problem.
Meet Against an Agenda, Not a Crisis
Committees that meet only when something is wrong develop no rhythm and no record. A standing cadence, even a short one, keeps the committee’s work visible.
Report Every Action to the Full Board
Every decision the committee takes should reach the board in the next meeting’s materials and appear in the board meeting minutes. Directors remain accountable for actions taken in their absence, and a board that learns about a decision months later has a trust problem rather than a process problem.
Keep the Rest of the Board Informed Between Meetings
Sharing committee materials with all directors, rather than only the committee members, is the simplest guard against a two-tier board. Most boards can do this with permissions they already have.
Review Whether the Committee is Still Needed
Some boards create an executive committee to solve a scheduling problem that no longer exists. If the committee has no exercised its authority in a year, the honest question is whether it should continue.
Support the Committee With the Same System as the Board
Committee materials, votes, and minutes belong in the same governed record as the board’s, with committee permissions controlling who sees what. Keeping the committee in a separate folder or thread is how its decisions end up outside the board’s record.
Keeping the Executive Committee Accountable
An executive committee earns its place when the board can answer three questions about it: what it may decide, what it may note, and how the rest of the board finds out. Those answers live in the charter, and the bylaws and state statute set the outer edge of what the charter can grant.
The committee that goes wrong is usually one that drifts. It decides something slightly larger than it did last time, reports it slightly later, and the directors who were not in the room learn about a material decision after the fact. Revisiting the charter when the committee’s compensation changes or when it exercises authority, is what keeps a good-faith decision from becoming a governance problem.
Committee materials, votes, and minutes belong in the same governed record as the board’s, with permissions controlling who sees what and when. OnBoard keeps committee work visible to the directors who remain accountable for it, without a separate system to administer.
Make Committee Decisions Visible to the Full BoardA demo shows how committee actions reach the directors accountable for them, from the materials and the vote through to the minutes the board sees at its next meeting. You leave knowing where your committee record currently breaks.
Schedule a DemoFrequently Asked Questions
What is the difference between an executive committee and executive team?
An executive committee is a subset of the board of directors, made up directors and acting with authority the board has delegated to it. An executive team is the organization’s senior management, including the CEO, CFO, and COO, who run operations and report to the board. The two sit on opposite sides of the governance relationship.
What decisions can an executive committee make without the full board?
Only what the bylaws delegate to it, and never matters the governing statute reserves to the full board. Under Delaware law a committee may not amend the bylaws or adopt a merger agreement. Most boards also reserve executive hiring, budget approval, and director elections regardless of what the statute permits.
Who sits on an executive committee?
Typically the board’s officers: the chair, vice chair, treasurer, and secretary, sometimes joined by the chairs of standing committees. The chief executive often attends and may be non-voting, particularly where the committee evaluates their performance.
About The Author
- Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.
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