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By Mike Burns
Robert’s and Roberta’s Rules of Order, the universally adopted meeting management guides, both offer that committees of a board are structural vehicles for preparing a board for its fiduciary policy, planning and decision-making — effectively, doing the homework of the board. With this said, let us look at the real challenges of board committees:
- Committees often put a scheduling and preparation strain on the committee chair and staff.
- Committees often lack clear purpose and focus (even with bylaws or a board manual).
- Committees frequently lack strong leadership (including finding someone willing to take the position).
- Committees struggle with staff — in mostly small to medium nonprofits, having staff to be available for support; and in larger nonprofits, utilizing staff as managers rather than providing information.
- Committees often have board members who have not read their reports or opt to rehash committee work, which results in committee members questioning their purpose.
So, what can a committee do to at least reduce the weight of these challenges and strengthen the benefits of the pluses? Here are some ideas:
- A committee job description should be concrete about each committee’s purpose, focus, duties and relationship to the full board. While the by-laws may provide a brief description of a committee, a more complete and detailed mandate or “job description” can be kept and annually updated in a board manual (which can now be stored on online board portals). In the manual, be sure to include meeting frequency and reporting expectations. Committee descriptions should be sure to describe size, composition and rules of order, which could be decided by committee members. Should the board assign a special task out of a board meeting, be sure the goal, specific desired outcome and timeline are in the board meeting minutes.
- Leadership. The board, likely guided by the governance committee, can use the same process for selecting board officers as it does for selecting committee chairs and possibly a committee secretary. Training in meeting management and facilitation should also be provided each cycle a new chair is selected. Consider selecting leaders who do not have expertise in a specific committee’s mandate but an eye toward development of all non-officer board members as prospective officers. Additionally, leaders should have a goal of cross-training all members to build a board that is more comprehensively informed for decision-making.
- Committee membership. Use the same guidelines for selecting committee chairs as for selecting members. I recommend engagement and inclusion as core criteria for selecting members. Again, the governance committee has an important role in filling out committee membership.
- Committee rules of order and processes should be specific and clear, and part of the up-front training when members begin their committee tenure. Rules of order can be based on models but don’t have to conform with the model used for board meetings. Efficiency and effectiveness to achieve purpose should rank higher than model conformity.
- 5. Committee matters and outcomes. The committee should do the work described in the bylaws, the board manual or at board meetings. Committees should produce findings or recommendations around policy development, planning or evaluation. Board committees do not, unless specifically given by the board, have the authority to carry out their recommendations. Action is the job of the full board.
- Types of board committees. All committees are not created equal in purpose or composition. The least complicated model for board committees offers two types: standing and ad hoc. Standing committees are identified by the nonprofit’s by-laws. Standing committees often report on their work at every board meeting. Ad hoc committees are created for a single purpose, with a start and end timeline. Ad hoc committees may also be called task forces or working groups. A board may, however, opt to reduce the number of standing committees, make ad hoc committees standing or not have committees at all (not my recommendation).
- Types of non-board committees. Staff may establish committees that meet staff needs, report to the staff and often focus on operational staff needs. These advisory committees can be comprised of individuals who don’t need to be board members, can be recruited by staff and will serve as technical advisors (e.g., a kitchen cabinet) on specific matters selected by the staff. They may never meet as a group. They have no fiduciary responsibility or authority. They are not the board, and their purpose, role and expectations must be clear. I would pose that these staff members are opportune sources for board membership, so the criteria developed for board membership should be considered when recruiting.
- Evaluation of committees and the structure can be conducted annually by the governance committee to ensure that committees are doing their job and to identify and develop strategies for addressing weaknesses.
In summary, committees can play an important role in ensuring that a board is able to govern effectively. Committees can be the place to engage individual board members more fully in understanding the work of the board. But committee members are most effective when they are clear about their purpose and are trained to achieve tasks. The pros of board committees can, with careful attention, outweigh the cons of board committees.Return to Insights & Events