Structuring Board Committees
Over the past 30 years, board committees and their structures have been streamlined. Many boards are looking for more flexible ways of managing their workload while adjusting to the board’s evolving needs.
According to Leading with Intent, the average number of standing board committees is 4.1 with most boards having four or fewer committees. In 1994, boards had an average of 6.6 committees. Here are some alternatives for delegating — or not delegating — various tasks to specific committees.
Traditional committee structure
Most boards consider committees an essential part of their structure. Traditionally, the bylaws define the standing committees and their roles. According to Leading with Intent, the most common standing board committees are finance; executive; fundraising/development; and governance/nominating, nominating, or governance and nominating.
To allow for flexibility, the bylaws could authorize the board to form committees as necessary and allow for policies to define the details. In addition, boards can form ad hoc committees or task forces that are created to carry out a specific task. Task forces work best when they have committee charters establishing goals and members have job descriptions.
Role of a committee
Committees can be a practical way to structure and manage the board’s work. A committee created to handle a task on the board’s agenda or provide counseling and advice. Committees are most effective when their work is clearly defined by the board. It is unusual for a board to give decision-making authority to a committee, whose recommendations will still need to be approved by the board.
Qualities of an effective committee
A streamlined committee structure makes board work easier. Involving board members in committee activities is a direct way of taking advantage of everyone’s special skills and expertise. An effective committee has
- a clear job description and defined goals
- a chair who is able to involve all members in the committee’s work
- members who are committed and willing to spend the needed time to accomplish their tasks
- a sense of being part of the full board and not working in isolation
- an understanding of time constraints and deadlines
- an understanding that it does not make decisions; rather it advises, recommends, or carries out a task
- an evaluation process to assess its accomplishments
Task forces or ad hoc committees
Some boards do not form any standing committees. Instead, they create a task force or an ad hoc committee when a need is identified. Each task force is unique, so the answers to questions concerning meeting frequency, membership, and size will vary. Task forces allow the board to concentrate on only pressing issues and avoid wasting board members’ time on activities that are not of strategic importance. Examples of these work groups would be a bylaws task force, tasked with reviewing the bylaws, or a search committee, tasked with leading the search for a new chief executive. Others only use committees for work that is continual, such as finance, governance or development, as appropriate, and use task forces for time-limited work such as those outlined previously.
Non-board members as committee members
Few boards possess all the necessary skills and expertise. Some organizations choose to address this by inviting non-board members with specific experience, skills, contacts, or knowledge to serve on committees or task forces. Committee members have different responsibilities, liabilities, and pressures than full-fledged board members. This is an excellent way to bring new talents and perspectives to the board as well as provide busy professionals with an opportunity to serve a mission they support. It is also an excellent way to cultivate prospective new board members and build the bench for future board roles. Other benefits include engaging more people without the need to increase the board size, and providing opportunities for former board members to remain active and stay engaged.
When to consider having no committees at all
Small and particularly cohesive boards may find that they need no committees at all. Board members manage the workload together as a committee of the whole or delegate tasks to individual board members. This requires effective leadership and commitment from every member.
To push efficiency even further, some boards start each year with a clean committee slate. Only the ones that are still needed are re-created. An evaluation process allows the board to reassess the composition of the committee and redirect the focus of the working group if necessary. The benefits of this approach include the following:
- Stagnation can be avoided. The board is flexible and future-oriented.
- Unnecessary committees are dissolved.
- Leadership opportunities are more frequent.
- Leadership changes are not threatening.
It is more likely the case that boards have fewer standing committees to address ongoing work and use task forces or ad hoc committees to complete time-limited work.
What’s right for your board?
No board’s committee structure should be set in stone. Every board should pay close attention to the needs of the board and the organization and make sure its work groups are meeting those needs. Frequently reevaluating your board’s committee structure and keeping it flexible allows your board to address structural issues as they occur or even before they start.
Consider the following questions as you evaluate your board committee structure:
- Do your board members feel their participation in committees provides them with a way to contribute to the board’s work and use their expertise that regular meetings do not?
- Are committee assignments distributed evenly across the board so that every member has a chance to be involved in committee work?
- Do your board committees foster, rather than hinder, board-staff interaction and cooperation and deepen the board’s understanding of the issues that have an impact on the life of your organization?
- Do all of your work groups have an objective? A lifespan?
- Are any of your committees duplicating another committee’s work or the staff’s work?
- Has a standing committee that had important work to do in the past now completed its objective and taken on work that may have yet to be sanctioned by the board to occupy its time?
- Does your board have so many committees that your board members are being stretched thin and having to attend too many meetings?
- Are there standing committees that could be turned into task forces with a specific objective to be accomplished within a specific time frame?
- Are your board committees focused on policy and strategic work? Or are they involved in operations, which is usually the staff’s responsibility?
- If you have an executive committee, are all board members comfortable with the role it is playing? Does anyone feel the committee is acting in place of the board?
Keep the committee structure simple and flexible
The easiest way to keep the committee structure simple and flexible is to limit the number of standing committees to the bare minimum and to supplement these with a few less permanent work groups.
- Make sure each committee has a significant amount of ongoing and important work to do. If a committee does not have enough work to do, it should be disbanded.
- For short-term or special projects, rely on task forces, but create them with care. Make sure they relate to the organization’s mission, strategy, and priorities; have a reporting structure; have no liability issues; and the work cannot easily be handled by one board member working with staff.
- Weight the pros and cons of keeping the committee structure out of the bylaws, except for the description of the executive committee, if you have one. If you choose to eliminate committee structure include a phrase in the bylaws that says the board may establish and disband committees as needed to support its work.
- Give each work group an objective. The purpose of each work group should be explained in writing. Each charter should explain its role, what it is responsible for achieving, and to whom it is accountable. The full board should agree on the objective.
- Lay some ground rules and determine lines of communication on how committees will work with the board.
101 Resource | Last Updated August 28, 2023