Board Work via Board Committees
By Dani Robbins
Re-published with permission from nonprofit evolution blog
Appointed or elected community leaders govern an organization. As outlined in my favorite Board book Governance as Leadership and summarized in The Role of the Board, the Fiduciary Mode is where governance begins for all boards and ends for too many. I encourage you to also explore the Strategic and Generative Modes of Governance, which will greatly improve your board’s engagement, and also their enjoyment.
At a minimum, governance includes:
- Setting the Mission, Vision and Strategic Plan
- Hiring, Supporting and Evaluating the Executive Director
- Acting as the Fiduciary Responsible Agent
- Raising Money and
- Setting Policy
Committees are how the work of the board gets done. The committees, their structure and definitions will be outlined in your organization’s by-laws, which in Ohio are called Code of Regulations.
The by-laws will also dictate if committee chairs and committee members must be board members. I recommend that the chairs be board members but that committee membership not be limited to only board members. Committee work is a great way to build the bench of a board, see how someone works and it they are a good fit for a future board position. Most organizations have a requirement that Board members serve on at least one committee.
Committee members are responsible to the full Board for the research, work, framing of the issues and recommendation in their assigned area. There are a minimum of three committees I recommend as “must haves,” which are Board Development, Resource Development, and Finance Committee.
There is often also some version of an Executive Committee and there may be other committees as well. Let’s review each.
The Executive Committee is usually the four Officers (President, Vice-President, Treasurer and Secretary of the Board) or the Officers plus the Committee Chairs. Less often, Executive Committees have members at large.
Executive Committees can sometimes make decisions in lieu of the full board. This will be clearly stated in the by-laws. I generally recommend against this. In fact, other that in emergency situations when I think they’re critical, I generally recommend against the Executive Committee meeting on a regular basis.
Powerful Executive Committees tend to disengage the remaining board members. It allows the few to operate without the whole. Anything that contributes to board member disengagement works against the agency’s success and should be avoided.
The Finance Committee, chaired by Treasurer, works with the appropriate staff in examining the financial reports, understanding and monitoring the financial condition of the organization and preparing the annual budget. The Treasurer presents the monthly financial statements to the Board at each board meeting. This committee also selects an audit firm each year and reviews the audit plan, audit and 990, which should be signed by the Treasurer prior to submission.
As it is sometimes considered a conflict that the committee that monitors the books also manages the auditor selection, it is considered a best practice to have a separate audit committee. If this is not feasible for your organization and as auditing firms are independent of the agency, this conflict can be mitigated by bidding out your audit and changing your auditor every few years.
Resource Development Committee
The Resource Development Committee works with the CEO, the senior development staff, if there is one, and the Board of Directors in developing strategies to identify and secure needed resources and funding to support the operations of the organization. The Committee is responsible for creating and executing a plan to raise money. The full Board is responsible for introducing their network to the organization, attending events, financially supporting the organization and encouraging other to do as well.
Board Development Committee
The Board Development Committee is concerned with identification of new Board members and the development of the future leadership of the Board. The Board Development Committee helps develop an effective Board through its two main functions:
Board Building: A diverse board of directors (thought, skill, race, faith, ability, orientation, age, and gender) that is passionate about the mission of the organization is created through a Board Building process.
Board Education: Board members will fully understand and effectively fulfill their commitments to the Board of Directors when a comprehensive orientation, continuing education, annual evaluation and recognition process is in place.
With the exception of a functioning Executive Committee, the Board Development Committee is usually the most powerful committee of the Board. It is often the only committee that you can’t just volunteer for but must be invited to join.
Some Boards also have program committee, human resource committees and a variety of other committees.
The Program Committee is responsible for the program side of the Board’s fiduciary responsibility. They focus on how the programs tie to the organization’s mission, what they impact, how that impact is measured and the number of people who are served in those programs.
The Human Resource Committee is responsible for the development and recommendation of the personnel and other relevant policies, the creation of a salary adjustment plan and the framework for the CEOs evaluation.
A Word of Caution
I recommend caution when creating committees to do the work of staff. It gets very confusing as to who is responsible for what and responsible to whom. If Board members are acting in staff roles, the Executive Director retains the authority for decision-making. If the Board members are operating within the scope of their roles, the Board has the authority for decision-making. Conversations had in advance can help you avoid role confusion and the overstepping of boundaries.
Do you agree with my three “must have” committees? What else do you recommend? What is your experience with committee work? As always, I welcome your insight, feedback and experience.
Welcome to O.D. Fridays at DonorDreams blog. Every Friday for the foreseeable future we will be looking more closely at a recent post from John Greco’s blog called “johnponders ~ about life at work, mostly” and applying his organizational development messages to the non-profit community.
Today, we’re focusing on a post that John titled “Forward!“. In that post, he talks about monks and revolutionaries and how crying out the battle command “FORWARD” means different things to those two groups of people. You really need to click over and read John’s post because it hits the nail on the head.
After reading “Forward!” two thoughts came into my head as it relates to non-profit organizations.
- The existence of the “executive committee” is dangerous, especially if you aren’t careful about who sits on that committee.
- There are so many different decision-making paradigms that non-profit boards can use to make tough decisions, but few ever pay attention to these options.
I believe that BoardSource is the non-profit sector’s leading authority on all things board governance. In an article titled “Should nonprofit boards have execuitve committees” they say:
“An executive committee can be an efficient tool, but not every board needs one. An executive committee should never replace the full board. “
I go a little farther than my diplomatic friends at BoardSource. While there are certainly times an executive committee makes sense (go read the BoardSource article), I think those circumstances are far and in between, and most non-profit organizations should banish their executive committee to their organizational waste bin!
As John talks about in his post titled “Forward!,” your board of directors has people with different values and agendas. If you boil it down in the same way John did, then you have people who thirst for change and you have people who fight against change. This dynamic is at play all around us (turn on CNN and spend some time following the Presidential election coverage), and it is at play in your boardroom.
If you have an executive committee full of “revolutionaries” (as John puts it), then you have set-up a sitution where a small group of board members can cry “FORWARD” and drag the rest of the board of directors with them (including over a cliff). Chaos reigns!
Perhaps, a more common situation is where board members who aren’t on the executive committee disengage and stop attending board meetings. Yes, this can be the executive committee’s fault because the disengaged board member doesn’t see the urgency in attending board meetings or ensuring that quorum is attained. Why? Because the executive committee can always meet and take care of any pressing issue.
Ugh! If you must have an executive committee, I encourage you to use it sparingly and only in emergency situation. Most importantly, pay attention to who you put on the executive committee and make sure there is a balance between “monks” and “revolutionaries”.
If you’ve heard it once in the boardroom, then you’ve heard it a million times:
“All those in favor, say aye. Those opposed say no.”
Ahhh, yes . . . .Roberts Rules of Order, bylaws, majority rule . . . BUT it doesn’t have to be that way. There are many different decision-making paradigms that exist and some are better in certain circumstances.
If you have been reading recent posts at DonorDreams blog, then you know that I am on a Tony Stoltzfus kick as I re-read his book “Coaching Questions: A Coach’s Guide to Powerful Asking Skills“. Tony suggests there are 13 different decision-making strategies and he offers a variety of questions to help frame issues when using each of those paradigms. The following are just a few that you might find interesting for your board when making certain decisions:
- Cost: What would it cost in terms of time and resources to do this? What would it cost if you don’t do this? What’s the cost if you don’t decide or let circumstances overtake you?
- Alignment: How well does this decision align with your passions, your values, and your calling?
- Relational: How will this course of action affect the people around you? Who will benefit, who will be hurt?
There are 10 other decision-making strategies that can be used to frame boardroom decisions, but I won’t steal Tony’s thunder. You really need to go purchase his book!
If John is right, then you have monks and revolutionaries in your boardroom. Some decisions will be tough to make. Sure, you can tilt the scales by making sure there are enough of one kind of decision-maker voting in the manner that you want and need . . . OR . . . you can be strategic and thoughtful with how you frame issues and engage board members in approaching certain decisions.
There is nothing that says you have to always use a majorty rule voting paradigm. After all, I bet that there are certain things in your organizational bylaws that require a “super majority” vote. So, why not employ a consensus building model in certain circumstances? It isn’t right in all circumstances, but it is sometimes.
Does your organization still operate with an executive committee? If so, when do you activate that group and what decisions do they typically make? Does your board use different decision-making paradigms in certain circumstances? If so, please share the specifics and how that has worked for you. You can share all of your thoughts using the comment box below.
Here’s to your health!
Founder & President, The Healthy Non-Profit LLC