Board Committees

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In this section:

Types of Committees
Value of Committees
Developing Board Committees
Terms of Reference and Guidelines
Using Committees Effectively
The Committee Chairperson

In the first section, "The Role of the Board," the key governance and management functions of the board of directors were discussed. In order for the board to fulfill these diverse responsibilities it is often wise and necessary to use committees.

Committees may be used for a number of functions. Therefore, it is important that their purpose and responsibilities be clearly defined. The committee may have an advisory role, drawing on the skills and wisdom of a highly qualified group to recommend actions to the board regarding particular items.

An exploratory committee would be made up of a group of individuals who have the skills to examine an issue, carry out research regarding that issue, and present their findings to the board.

The role of an implementive committee is to take action. These committees should have representatives with the characteristics discussed in the members of advisory and explanatory committees, along with experience at both policy and operational levels.

Members must have the ability to implement their recommendations once they have been approved by the board.

It is the board’s responsibility to clearly state the scope of authority the committee is delegated. Written terms of reference, or guidelines, for the committee will help avoid future misunderstandings of the purpose and authority of the committee.

Non-profit organizations are sometimes reluctant to create and empower committees because of a fear of losing power. Staff may also voice concern that committees may result in the undermining of their advisory and management roles. It is important to understand that a committee only has the power to make recommendations. It is the board which approves and directs actions to be taken. If a committee is requested to implement actions at an operations level it should provide reports to the appropriate management.

Types of Committees

Non-profit organizations generally use two types of committees, standing committees and ad hoc committees.

1) Standing Committees are usually named in the by-laws and handle the regular work of the organization. They work year-round and attend to continuing situations. Their terms of reference may also be defined in the by-laws. Standing committees are expected to meet and report to the board regularly.

Examples of standing committees include finance and budget, human resources, audit, executive program and evaluation, nominating, facilities, public relations and policy and procedures. Each board must decide which standing committees are appropriate for its structure.

If the committee’s purpose is to deal with

  • financial planning and procedures
  • long-range planning
  • paid personnel
  • monitoring of operations (the executive committee)

then these committees, because of their confidential and strategic nature, should be comprised solely of board members. Although it may be possible to select someone outside the board who has special expertise, the majority of members should be from the board of directors.

Other standing committees, special committees and task forces are typically linked to the board by one board member acting as a liaison. This board member can act as the committee chairperson.

The option always exists to form a committee without any board member participation. In this instance it may be prudent to select a chairperson who is a former board member or who is well respected by board members.

Since standing committees are included in the organization by-laws, they must exist unless the membership amends the by-laws.

2) Ad Hoc Committees are often referred to as "special committees," "steering committees" or "task forces." These committees are usually created to perform a task or function. An ad hoc committee is created by a motion passed by the board which should include terms of reference, time lines by which the task should be completed and when the committee will be terminated. The work of a special committee may carry on so that the committee becomes a regular or standing committee. The by-laws may have to be amended to reflect this.

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Value of Committees

Committees have several advantages which include:

  • allowing for a reasonable distribution of the work load
  • ease of convening small groups
  • allowing for more individual participation because of the smaller groups
  • giving people with special skills and interests an opportunity to work on a committee that requires their ideas and knowledge
  • providing a "training ground" for potential board members

A well-developed committee structure is often the key to organizational effectiveness.

An effective committee system removes time-consuming detail from a board meeting and lessens the tendency for board members to make decisions in isolation from the facts. Highly skilled individuals working on committees can broaden the responsibility of board decisions and provide advice or help to implement a project. When individuals pool their knowledge and discuss different viewpoints, better ideas often emerge.

Committees involve more people in the process which can speed up board acceptance and implementation of a committee’s recommendations. People tend to support those decisions that they have been involved in making.

Developing Board Committees

When developing a board committee whose purpose is not of a strictly confidential nature, choose other people in addition to board members. The chair should be a member of the board but staff, clients, general membership, professionals and local citizens can provide valuable input into decision-making and the carrying out of programs. This creates a feeling of teamwork and permits individuals to make personal contributions at their own level and grow within the agency.

It is critical that each committee have individuals who have skills and knowledge relevant to the work of the committee.

In addition to appropriate skills and knowledge, choose members who:

  • have interest in the activity of the committee
  • are committed to furthering the purpose of the agency
  • represent different segments of the agency
  • will work well together and are able to manage conflict
  • will provide good leadership
  • will communicate between board and committee

By bringing some care to the committee-appointment process and remembering the potential which committees have in leadership development, a significant contribution to the future strength of your board can be made.

Problems involving committees and their members can be reduced if members are able to answer the following questions.

1. What is the purpose of this committee?
Do we understand our authority and the limitations of these powers? What is the scope of our work?

2. When are we supposed to complete the work?

Do we understand the time frames to carry out tasks and directives and to submit reports?

3. How do we carry out this job?

What resources are available to us? (budget, staff support, spending authority).

These questions should all be answered in carefully developed terms of reference for committees.

Terms of Reference for Committees

A committee is a work unit of the board and the board must develop clear and concise terms of reference that assign responsibilities to the committee. When committee members know what they are expected to do, they are more likely to enjoy the task and reach a high level of productivity.

Guidelines For Developing Terms Of Reference

Terms of Reference should include the following points:

Name of Committee:

Purpose: What is the general description of the area in which the committee works and what does it do?

Membership: Is representation from interest groups needed? Is staff assistance needed?
Who is appropriate?
What is the length of term?
Are members appointed or elected?

Time frame for ad hoc committees:

Authority: How much power does the committee have?

Accountability: To whom does the committee report?
How often does it report?

Orientation: How are new members oriented?

Meeting schedule:

Responsibilities and functions:


While a terms of reference statement should cover all this information, the way the information is arranged may vary from agency to agency. The most important considerations when developing the terms of reference for a committee are clarity and completeness.

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Using Committees Effectively

The following guidelines for effective committees were adapted from Improving Boardmanship Skills, Project Manage 1984.

  1. Where appropriate use short-term "ad hoc" committees. Short-term commitments appeal to busy people.
  2. Staff committees with people other than board members, including staff, general membership, clients, professionals and local citizens to enhance involvement with the agency and commitment to its programs.
  3. Create a committee only for a specific reason. If a committee does not have a job to do, it should not exist.
  4. Be certain every committee has written guidelines and plans.
  5. Use every committee member and do not overload one or two people.
  6. Do not use a committee to do a job that could be more efficiently done by one person with expertise in that area.
  7. Do not create committees that are too large to work efficiently.
  8. Evaluate the performance of the committee and its members. Recognize efforts and assist in the development of members.

The Committee Chairperson

Next to a clear statement of the committee’s purpose and responsibilities, the most important ingredient to a committee is its chairperson. The careful selection of a chairperson is critical to the success of a committee.

The following is an overview of the committee chairperson’s responsibilities.

1. Organization

  • Carefully selects committee members
  • Selects a sufficient number of members
  • Provides adequate orientation
  • Develops, with the committee, a sequence of work
  • Delegates work
  • Provides structure (subcommittees, special task force)
  • Supports and coordinates the work of committee members
  • Ensures optimal use of members’ abilities and connections

2. Meetings

  • Prepares for and calls the meeting
  • Confers with committee members on their participation at meetings
  • Prepares the agenda and supporting materials
  • Presides at committee meetings to:
    • provide the background on agenda items and lead the discussion to approve or amend the agenda
    • request reports from members providing suggestions as needed
    • give the committee information from the board of directors, other committees and volunteers
    • helps the committee evaluate its effectiveness

3. Meeting Follow-Up Work

  • Makes a regular progress report to the board of directors
  • Consults with the president, staff and other committee chairpersons, on the committee’s work and possible recommendations
  • Retains a file of pertinent data including minutes
  • Delegates work, encourages and guides committee members

4. Develops Committee's Budget

  • Develops a realistic budget in consultation with board and staff
  • Ensures that the association’s treasurer receives a copy of the budget by the agreed upon date

5. Liaison With Agency

  • Reports or interprets committee plans and progress
  • Seeks advice, opinions and approval of plans and activities
  • Presents progress reports, evaluations of committee’s work and plans for coming months
  • Works with other committees on matters pertaining to the committee


At first glance it often appears that agencies and their boards seldom make decisions, instead, referring the decision to a committee, or if a committee does not exist, establishing a new committee to make the decision. In non-profit agencies, committees seem to appear everywhere, with an endless variety of tasks.

While it is possible to be cynical about committees it is important not to lose sight of why they exist.

A committee is a work unit of the board. It is one way the board takes its work and breaks it down into manageable pieces. By appointing competent people to a specific job, the board is able to multiply both its effectiveness and the amount of quality work accomplished.

An effective committee system removes time-consuming detail from board meetings. Boards can make better use of their time and arrive at more effective decisions when they have complete information in the form of committee reports.

Committees also allow more people to be involved in the board’s work and as a result the agency’s support base is expanded. Individuals with special skills who are not board

members (or even members of the organization) may also be asked to serve on a committee so the agency is able to benefit from their expertise.


Committee Self-Evaluation (PDF)

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