Boston Project Rebound Reentry Services, Inc.
What Is a Nonprofit Executive Committee?
To establish a well-functioning executive committee, nonprofit boards have to select the right members.
A nonprofit executive committee is a standing committee that typically meets on a regular basis. If you aren’t sure who should serve on your executive committee, your bylaws should give you an accurate description of how to form your committee. Best practices for non-profit governance suggest that you comprise an executive committee that consists of your officers, board chair, and executive director. You may select other individuals as well if you are bylaws allow it, and if it makes sense for your organization. Nonprofit organizations have some flexibility in forming executive committees. Some organizations prefer to give boards and the board chair the responsibility for appointing the chairs of each standing committee.
Each member should be aware of their duties and responsibilities individually, and as a group, and be committed to fulfilling them.
Your executive committee should strive to form close ties with the executive director and other important staff, so they’re aware of important issues and emerging concerns. Executive committees often have to meet with little notice to address major issues that can’t wait until a full board meeting.
Most often, the board appoints the members of the executive committee in accordance with the bylaws. A nonprofit executive committee can consist of any size. In the nonprofit world, it’s common to set the executive committee’s membership between 3-7 members. Joan Garry, a leading governance expert, says what’s most important is that executive committee members are willing to ask tough questions, vet all issues thoroughly, and steer the full board toward responsible leadership.
Why Are Executive Committees Important?
The full weight of a board member’s responsibilities quickly becomes glaring when they’re faced with a host of important decisions they need to make, often with little notice. It’s often difficult for the full nonprofit board to get together for a meeting on short notice. It’s easier for a smaller group of decision-makers to assemble to take immediate action or speak on behalf of the board. By design, executive committees were developed to help boards be more agile and prioritize the most important issues for boards to address.
Unless the bylaws outline how often executive committees are required to meet, committee members can set up their own schedules for meetings. Depending on the board’s needs, executive committees may meet every month, every other month, or quarterly, or as needed.
What Is the Role of the Nonprofit Executive Committee?
In addition to best practices, your bylaws should outline your executive committee’s specific duties and responsibilities. Executive committees play a strong advisory role and they’re responsible for ensuring strong executive director leadership.
The following list tells you everything you need to know about the role of the nonprofit executive committee:
- Acts and behalf of the full board. The bylaws generally give the executive committee the power and authority to act and make decisions on behalf of the full board. This power extends to speaking with donors, the media, and the general public.
- Hires the executive director and sets the compensation package. The executive committee is responsible for recruiting, nominating, and hiring the executive director. Committee members set executive compensation levels and work with the executive director to establish goals. The committee reports to the board on their activities in connection with executive appointments.
- Serves in an advisory capacity to the board and the executive director. The executive committee works closely with the executive director and advises him or her on important matters. In addition, nonprofit executive committees also serve as a liaison between the executive director and the rest of the board.
- Acts as a steering committee for the board. Executive committees provide direction for the board, steering them toward the most important issues, and helping to prioritize board meeting agendas.
- Conduct research to assist in strategic planning. Executive committee members are generally responsible for conducting research as necessary on various issues, including governance issues. The committee helps to evaluate the nonprofit’s progress toward strategic goals and initiatives.
- Providing oversight for the entire organization. Executive committees are responsible for overseeing board policies and ensuring good governance practices.
- Establishing and sun setting committees and task forces. Executive committee members should take responsibility for ensuring that all board members serve on at least one committee. Also, they take responsibility for ensuring that task forces and committees are necessary and productive.
- Addressing high-level workplace issues that are serious in nature. If serious issues escalate beyond the normal chain of command, the executive committee hears the matter first and makes the decision about the next best steps.
- Takes the lead on board member education and development. To ensure effective leadership in governance practices, the executive board generally takes the lead on ensuring that board members learn about their responsibilities and the committee takes responsibility for following through with annual board self-evaluations.
Executive committees should assign someone to take minutes of their meetings for the board’s review.
Delegation is a core component of good nonprofit governance. Executive committees fill the gaps in many areas that are difficult for the full board to address. Another important component of nonprofit governance is documenting the board’s actions and decisions. It’s helpful to have the right tools to document activities responsibly. A Board Effect board management portal makes the job of documenting board meeting minutes and executive committee meeting minutes easier, and there’s also less chance of error. Board Effect is the most effective tool for overseeing nonprofits and guiding them in the board’s work of fulfilling the nonprofit’s mission.
- Board of Directors that will include at least three members: President, Secretary and Treasurer. The Board will add members as needed and the President, Secretary and Treasurer will function as the Executive Committee.
Boston Project Rebound Re-Entry Services, Inc. shall have a board of directors consisting of at least 3 and no more than 15 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors. The board of directors will include at least (51% of consumer??) 2 consumers and they shall also sit on the Consumer Advisory Committee as Co-Chairs of the Consumer Advisory Committee.
All corporate powers shall be exercised by or under the authority of the board and the affairs of Boston Project Rebound Re-Entry Services, Inc. shall be managed under the direction of the board, except as otherwise provided by law.
(a) All directors shall be elected to serve a three-year term, however the term may be extended until a successor has been elected. During the startup phase of the corporation Board Members appointments will be staggered to accommodate future term end dates.
(b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
(c) Directors may serve terms in succession.
(d) The term of office shall be considered to begin February 1 and end January 31 of the second year in office, unless the term is extended until such time as a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number (15) of directors under these Bylaws.
(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board for the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by two-thirds (⅔) vote of the board of directors then in office, if:
(a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or:
(b) for cause or no cause, if before any meeting of the board at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.
4.07 Board of Directors Meetings.
(a) Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four (4) days notice by first-class mail, text, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone/text message. If sent by mail, facsimile transmission, text, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting and if the meeting will be in-person or virtual (internet video meeting or by telephonic conference call). Every effort will be made to have at least the Annual meeting in person. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with Commonwealth of Massachusetts law.
4.08 Manner of Acting.
(a) Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
(C) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
(e) Executive Committee. The President/CEO, VP, Clerk/Secretary, & Treasure make up the Executive Committee of the Board of Directors. In emergencies or due to time restriction shall act with the authority of the Board, informing the full Board of any actions taken with discussion at the next board meeting.
4.09 Compensation for Board Service
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
(a) take any final action on matters which also requires board members’ approval or approval of a majority of all members;
(b) fill vacancies on the board of directors of in any committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the board of directors or the members of these committees;
(f) expend corporate funds to support a nominee for director; or
(g) approve any transaction
(i) to which the corporation is a party and one or more directors have a material financial interest; o
(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
- Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
- Informal Action By The Board of Directors
Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.
6.01 Board Officers
The officers of the corporation shall be a board president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective
6.04 Board President
The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
6.07 Non-Director Officers
The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
What Positions Make Up a Executive Committee?
- Chairman of the Board/President. …
- Vice Chair/Vice President. …
- Secretary. …
- Treasurer. …
- Board Members.
if you would like to be on our Executive Committee please contact Board Secretary or Board Chairman)
Page Updated on 11/23/2021