Best Practice: Law Firm Governance - Executive Committee - Non-Equity Member and Procedures

Asked and Answered

By John W. Olmstead, MBA, Ph.D, CMC

Q. Our firm is a fourteen attorney firm in Orlando, Florida. We have Two equity members, five non-equity members, and seven associates. We are currently managed by the managing member. In order to be more inclusive we are thinking about eliminating the managing member position and moving to a three member executive committee with one of the three members being a non-equity member. I would appreciate your thoughts?

A. I have several client law firms that have taken this approach. Here are a few suggestions:

1. Draft a charter (position descriptions) for the equity membership and the executive committee outlining the specific responsibility and authority for each. 
2. If the firm has a firm administrator draft a job description for that position outlining his/her responsibilities and authority.
3. Since there are only two equity members there will be no election for those members on the executive committee until such time in the future when there are more equity members. At that time the two equity members should stand for election by the equity membership for staggered three year terms.
4. Have the non-equity members elect a representative non-equity member annually for a one-year term on the executive committee. 
5. Suggest that each member have one vote including the non-equity member. The goal of the executive committee should be to manage by consensus but when they can't a vote should be taken.
6. Have the non-equity member sign a non-disclosure agreement and advise him/her as to the content that can be shared with the non-equity members and content that cannot be shared.
7. Elect a chair of the executive committee.
8. Have regularly scheduled meetings.
9. Use agendas and prepare minutes or notes after each meeting.

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John W. Olmstead, MBA, Ph.D, CMC, (www.olmsteadassoc.com) is a past chair and member of the ISBA Standing Committee on Law Office Management and Economics and author of The Lawyers Guide to Succession Planning published by the ABA. For more information on law office management please direct questions to the ISBA listserver, which John and other committee members review, or view archived copies of The Bottom Line Newsletters. Contact John at jolmstead@olmsteadassoc.com.