The executive committee
A board can create any sub-committees it wishes, and can give those sub-committees any powers it wishes, although the ultimate responsibility for everything will still remain with the board.
Most of these committees will cover particular areas - the planning committee, say, or the fundraising committee, or the recruitment committee. Instead of giving a committee authority over one thing all the time, though, the board can also give it authority over everything for part of the time.
It can set up an executive committee to act on behalf of the board between meetings.
An executive committee recognises the fact that some things can't wait around for the leisurely timetables of a board that meets every two months or less, and tends to disperse into the scrub around Christmas and school holidays.
Decisions leap out of the bushes at you at the most inconvenient times. Calling a special meeting of the board at short notice may be difficult, impossible or inquorate. What's wrong with having a small and flexible group handy to take those decisions at the time they need to be made?
If that's what you want, the board needs to decide who sits on it and what its terms of reference are.
Generally, the executive committee will be the office bearers - president, vice-president, treasurer, and secretary - because the board has already decided that they have particular talents to offer.
If there are other important positions, you could add them. If you want to, though - and particularly if there are special circumstances, such as the vice-president and the treasurer taking off for a two-month honeymoon cruise to Antarctica - you can pick anybody at all.
Your terms of reference can bind the executive committee as tightly or as loosely as you like. At the University of Canberra, for example, the executive committee is given wide and unspecific powers.
Those powers include:
- To consider matters on behalf of academic board, in between the scheduled meetings of academic board. These will be matters which cannot be deferred until the next scheduled meeting of the board.
- To report to the academic board on matters the executive committee has considered and any decisions it has taken on the board's behalf.
- To support the chair in providing leadership and encourage discussion at meetings of the academic board within the context of the board's prescribed statutory role and the university's strategic priorities … as well as … advising the board on ways to respond to those priorities.
- To advise the academic board on any other matters referred to the executive committee.
Bearing in mind that the body that decides what is and isn't able to be deferred is the executive committee, you have to be able to trust them.
The University of Canberra trusts them a lot; if the full executive committee can't be gathered together quickly, it's a one-person show:
The chair may, after consultation with secretary and any other appropriate members of the university community, exercise the powers of the academic board executive committee to consider any urgent matters…
You generally can trust your office bearers, particularly as the executive committee will be expected to follow existing board-approved policies, and generally to act as the board would.
If they do take a contentious decision, however, that's still valid, and the board can't unbreak those eggs.
If you're less trusting, the executive committee's terms of reference can be used to place restrictions on what it can do.
You might, for example, say that it had authority to commit the organisation only for sums below $100,000, or $10,000, or $1000.
Every such restriction, though, cuts a little into the reasons for having such a committee in the first place. What happens if a decision has to be made now, this very minute, for more than that maximum? We're back with having to get the vice-president and the treasurer back from their icefloe all over again.
If you really can't trust the office bearers to act in good faith, you may have bigger problems than the ones you're looking at here.
Still, if you're that worried about ultimate power getting into the wrong hands you may wish to approach the problem in another way.
You could, for example, use the technology now available to have a teleconferencing board called together at a moment's notice to catch those occasional decisions on the fly, with the vice-president showing you penguins on her smartphone.
If you have a CEO, you might like to let them mind the shop over the holidays.
In any case, all decisions of the executive committee must be reported to the next meeting of the board.