Officers and Committees

BTMAD 08

Officers and committees are the mechanisms by which a board divides its labor. There are three aspects to consider: minimalism, preservation of the Executive Director (ED) role, and board holism.

Structure is best kept to the minimum necessary to accomplish the task. Establishing the fewest officers and committees required by the tasks will result in clearer rules and a smoother process. A chairman and secretary are the minimum required by law. Additional officers should be added carefully and only when necessary. Similarly with committees, only those the board feels are really necessary should be established.

Accountability is best when delegation is traceable, unitary, and balanced with respect to authority and responsibility. For delegation to work, each link from superior to subordinate must be clear to all. If the board is the boss, then the principle of unity requires that all members speak as one and preserve a single channel of communication. The ED works for the board as a whole.

A holistic board is a single organizational position. Consequently, board officers exist to help the board do its job, not as powers unto themselves. The chair is responsible for the integrity of the board process. The secretary is responsible for the integrity of board documents. These responsibilities serve the wholeness of governance.

The chair is the guardian of what the board is doing and the secretary is the guardian of what the board has done. The chair applies discipline to group responsibility, and with as much affection as firmness, confronts the board with its tasks. The quality of governance depends on the skill of the chair.

The secretary keeps the official records and certifies board actions, policies, and minutes. What the board “says” includes only those statements passed in an official process. Detailed narrative minutes are unnecessary and detract from the board’s “one voice”, as well as filling the record with matters of negligible significance.

Committees are a danger to the board acting as a whole. The only way a board can create unified policies is to do so as a whole. Consequently, when committees assist the board in decisions, they should do “pre-board” work, not “sub-board” work. Pre-board works are committee recommendations (plural) for board debate and decision. Presenting only one option is a flaw because better decisions can only be made if several alternatives are available. The board needs to know the choices and consequences, for only then can in ponder, debate, and vote intelligently. Real work is done as a whole, not in committees.

Board policy making is divided into four divisions. One option is to structure committees around these categories. One committee does preparatory work for board choices about Ends, a second prepares choices about ED limitations, a third for policies about board process, and a final one prepares policies on Board/Executive relationship. These committees can be ad hoc and disbanded when the task is complete.

This approach to board committees differs substantially from conventional practice. Traditionally, committees and officers monitor staff performance. However, if criteria and systems are in place as described in BTMAD 06, then that function is covered and committees need not monitor.