Structure, Committees, and Meetings

Structure – both of the board as a whole and of individual board meetings – is an important part of an efficient and successful nonprofit board.

 

Form follows function, or at least it should when it comes to boards. Without a strong structure, boards can fall prey to a whole host of dysfunctions, not the least of which is wasted time, boring or unfocused meetings, and lack of strategic engagement from the board.

There’s no one-size-fits-all approach to board structure, but there are some general principles that each board should keep in mind when thinking about its ideal structure:

  • A board can be too big — just as it can be too small. While it’s impossible for BoardSource to say what the “right” size for a board should be, we have seen boards that are too big and too small.

A board that’s too big may
  • struggle to meaningfully engage all of its board members
  • find it difficult to effectively discuss important issues and make decisions as a full group
  • have an executive committee that is too powerful and functioning as the governing body for the organization or an executive who wields too much power
A board that’s too small may
  • not have enough external perspectives to provide meaningful input on organizational strategy
  • not enable the organization to reach important networks for purposes of advocacy, fundraising, and collaboration
  • be too insular to provide effective oversight, and the executive may wield too much power

  • Just because it’s important doesn’t mean you need a committee for it. Standing committees should be formed only when there’s a true need for a role or function to be performed by board members on an ongoing basis. BoardSource recommends that every board have a committee focused on financial oversight as well as a committee focused on the performance and composition of the board (often called a governance committee). Many boards also see the value of a fundraising or development committee, as well as committees focused on other organization-specific ongoing leadership roles for the board. To address specific projects and designed tasks, time-bound task forces or focused discussions within board meetings are preferable.
  • Well-structured and planned meetings are essential to getting the most from your board. If your board meetings could just as easily be accomplished through a written report or email chain, then you’re missing the magic of what board meetings and leadership should be all about. Board meetings should be the place for the discussion, debate, and consideration that can’t take place in a written report, and must be intentionally structured to make that happen. BoardSource recommends moving routine reporting and updates to a consent agenda and reserving meeting time for discussion of critical issues, concerns, and decision making.

Wonderful things can happen when a board is well structured and when its meetings are well orchestrated.

The following resources have been curated from BoardSource’s community and member resources, questions raised by leaders within our network, and tried and true guides from the BoardSource library.

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Written Resources


All 101-level topical resources listed below are available publicly. BoardSource members have access to 101, 201, and 301- level resources. Don’t forget to visit the BoardSource store for more resources and training on this topic.

3 Audit Committee Must-Dos

201 | Members only resource.Many nonprofits are legally required to have a standalone audit committee. But even if you are not, you should consider establishing one if your organization’s finances are independently audited. Here’s some information about what the committee should do and who should serve on it.

A Nonprofit Board’s Dynamics and Processes — FAQs

101| Community resource. Have a question about board processes and dynamics? Check here. For easy reference, we’ve compiled the answers to questions we’re frequently asked into one resource.

Advisory Groups

201| Members only resource. Not every nonprofit has a need for advisory groups but when one is created, it is important to plan carefully, define roles, and cultivate the membership to make its contribution valuable to the organization.

Ask Our Consultants: Board Committees

101 | Community resource. A BoardSource consultant provides information about best practices for how committees should work and communicate with the full board.

Benefiting from Diversity

101| Community resource. By understanding the power of diversity and by utilizing it appropriately, a nonprofit board possesses the basic tools for creating a responsive and open-minded organization.

Board Culture and Meetings

201| Members only resource. Whether you know it or not, your board has an internal culture, and how your board runs its meetings is a reflection of it. Whether you carry on a structured business meeting, diligently following strict rules, or do business in a relaxed manner and atmosphere may be creating either an incentive or a hindrance to fully engaging your present and future board members.

Board Development Plan

201| Members only resource. Developing, educating, or building your board all have the same objective: to create an effective board that is conscious of its own role and responsibilities, motivated by the mission of the organization, willing and able to actively participate in board leadership, and qualified to guide the organization toward progress. A good board development plan will promote board members’ continuous growth and learning.

Board Meeting Attendance Reimbursement Policies

101| Community resource. The cost of attending board meetings should not create undue financial burden for any board member. Regional and national boards sometimes have a special challenge in this regard. At the same time, transferring the financial burden to your organization is not necessarily the best or easiest solution. Here are possible options to consider when your board decides to adopt a meeting attendance reimbursement policy.

Board Meeting Minutes

101| Community resource. The minutes from a board meeting are the permanent record of that meeting. They provide information about when the meeting occurred and what action was taken during it. Regardless of how you write and present the minutes, consider carefully what elements to include.

Board Meeting Quorum

101| Community resource. Does your organization have difficulties reaching a quorum during board meetings? Are the board members reluctant to make an effort to attend meetings regularly? How do quorum statutes affect the running of business during a meeting? Here are some guidelines.

Board Meetings — FAQs

101| Community resource. BoardSource has been answering governance-related questions posed by nonprofit leaders for more than 25 years. Here are answers to some of the most frequently asked questions about board meetings.

Board Officer Succession Planning

101| Community resource. Leaders have a lot to do with the quality of a team. Every board needs to plan for board officer succession: how to identify leadership qualities, elect the best candidates for the positions, train the officers for their roles, and ensure timely rotation.

Board Size: Finding the Sweet Spot

101 | Community resource. Wondering if your board has hit its sweet spot when it comes to size? This resource is designed to help you answer this question.

Building Trust

201| Members only resource. A productive collaboration relies on trust among team members and building this trust is critical to the board’s ultimate success. Board members — as team members — must be able to rely on each other openly and without reservation.

Coming to Terms with a Conflict of Interest

101| Community resource. What should happen when a board member clearly has a conflict of interest but does not recognize it or won’t acknowledge it? Is it acceptable to join a board if you come with an apparent conflict of interest? These are both questions with which many boards struggle.

Consensus Decision Making: A Success Story

201| Members only resource. Founded in 1989, OPAL (Of People And Land) was one of the first community land trusts in the American West and remains at the forefront of perpetually affordable housing. What accounts for the OPAL board’s success and what can other boards take away from it to apply to their own governance practices? Lisa Byers, executive director, shares her insights here.

Consent Agendas

201| Members only resource. Creating an efficient meeting agenda is an issue with which many chairs and chief executives struggle. Standard, repetitive items often eat up the agenda and not enough time is left to focus on serious deliberation. Consent agendas are one way of liberating the allotted meeting to important issues requiring careful discussion.

Dashboard Reporting

201| Members only resource. Dashboard reports emulate the function of a car dashboard: Before pressing the gas pedal, you have in front of you the necessary lights and signals indicating whether the car is ready and safe for travel.

Do We Really Need Board Committees?

101| Community resource. Over the past 30 years, board committee structures have been streamlined. According to Leading with Intent: A National Index of Nonprofit Board Practices 2015, the average number of committees is 4.8 with most boards having four or fewer committees. In 1994, boards had an average of 6.6 committees. Many boards are looking for more flexible ways of managing their workload while adjusting to the board’s evolving needs. Here are some alternatives for delegating — or not delegating — various tasks to specific committees.

Executive Committee

201| Members only resource. When creating any committee, it is wise to first analyze the entire structure of the board and determine whether that particular committee would add value. This outline helps boards determine whether an executive committee is a necessary tool for their organization.

Executive Sessions

201| Members only resource. Executive sessions provide an opportunity for the board to meet in private. As they normally are closed meetings, often restricted only to board members, it is advisable to set straightforward rules and communicate openly their function and purpose.

Executive Sessions: How to Use Them Regularly and Wisely

301| Members only resource. Nonprofit board meetings are convened for the board to transact business and address important organizational issues with the chief executive and, often, senior staff. While many nonprofit boards choose to conduct their meetings in private, some organizations are required to operate in the public arena due to their states’ open meeting laws.

Finance Committee Fundamentals

101 | Community resource. This resource explains the fundamental responsibilities of a finance committee. A board that is able to separate its various financial tasks among a finance committee, an audit committee, and an investment committee are often in a better position to focus its energies on these key duties.

Generative Governance: Tips on How to Put It into Practice

201| Members only resource. Governance as leadership provides boards with a significant opportunity to steer their meetings away from straight reporting and toward an adaptive leadership model.

Helping Nonprofit Boards Make Good Decisions

201| Members only resource. Board members are decision makers. Making good decisions means coming prepared to board meetings, sharing ideas and perspectives, listening to fellow members with respect, and finally reaching a collective conclusion that furthers the common purpose and objective of the organization.

Non-Board Members as Committee Members

201| Members only resource. Committees help facilitate board’s work; prepare board members for informed decision making; provide a mechanism to use all available skill and expertise; and offer hands-on opportunities to serve the organization.

Open Meeting Laws and Nonprofit Organizations

301| Members only resource. Transparency is important to a nonprofit’s ability to earn and keep the trust of the public. For the past several years, nonprofits have seen a significant push to provide more information to donors, constituents, and the public.

Productive Meetings

101| Community resource. Without concerted efforts, it is easy to waste time and resources, dampen members’ enthusiasm and interest, and end up meeting without demonstrable results. By planning ahead and focusing on activities before, during, and after the meeting, you move closer to efficient meeting procedures and outcomes that meet the expectations.

Proxy Voting and Your Board

201 | Members-only resource. Proxy voting is common during large membership meetings but it is not appropriate for board meetings. As fiduciaries for their organizations, board members should not delegate their powers.

Public Policy Committee Charter

201| Members only resource. Are you forming a new public policy committee? It will need a charter. Here’s a sample public policy committee charter to help.

Rubber-Stamping Boards

201| Members only resource. In strong boards, members comprehend their role as the fundamental unit guiding the organization. In some weak boards, individual board members seem oblivious to their specific expectations and obligations and are content to be led by others. When the entire board is complacent — a bit too comfortable with status quo or too submissive to authoritarian rule — a potentially detrimental situation threatens the organization as well as individual board members.

Sunshine Laws

201| Members only resource. Nonprofit board meetings are often considered as private meetings that only the board and a few select staff attend. While this picture is true for most nonprofits, sunshine laws require some organizations to open their board meetings to anyone who wants to attend.

Term Limits

101 | Community resource. Bringing in new board members on a regular basis keeps away stagnation and gives the board an opportunity to renew itself. Each board should establish its own system for defining term limits.

The Best Board Meeting I Ever Attended

101 | Community resource. While lots of little things can distract from a productive meeting, there are key elements that can make each board meeting great. Les Wallace discusses the best board meeting he ever attended in this resource.

The Consent Agenda: A Tool for Improving Governance

301| Members only resource. A consent agenda can turn a board meeting into a meeting of the minds around the things that matter most. A consent agenda is a bundle of items that is voted on, without discussion, as a package. It differentiates between routine matters not needing explanation and more complex issues needing examination.

The Engaged Board

201| Members only resource. We are all motivated to serve on a board for different reasons. For a board to accomplish its mission, it must attract members who are committed to the cause, want to be engaged, and find their board service satisfying.

Virtual Board Meetings

201| Members only resource. The benefits and challenges of virtual board meetings are being tested by a growing number of nonprofit boards. The need for sharing information faster forces boards to find and adapt to new ways of communication. How should boards prepare themselves for new technology while still remaining effective in their decision making?

Virtual Meeting Attendance: Not Present But Still Here

301| Members only resource. Telecommuting staff are accustomed to meeting this way. Why can’t board members do the same? “Virtual attendance” can accommodate individual board member’s needs, save time and money, and, under some circumstances, be an effective alternative to physical attendance.