Board Committees Deal with Governance, Staff Committees Deal with Administrative Matters
It’s truly amazing how much some not-for-profit organizations (NPOs) accomplish given their limited staff and financial resources. How is it that in some NPOs, so few directors and staff members can accomplish so much?
One of the prime reasons for this high level of performance is that successful NPOs consistently develop and maintain a committee system that permits the organization to leverage its limited resources to achieve an enormous number of the organization’s goals.
The most notable thing about these successful NPOs is that they appreciate two important characteristics of committees.
1. There are two very different types of committees operating within the NPO;
- Board committees that deal with governance matters, and
- Chief Staff Officer (CSO) committees that deal with administrative matters.
2. Only board committees report directly to the board of directors; CSO committees report to the CSO.
A board committee, sometimes referred to as a board statutory committee, may be:
- required by the provincial or federal legislation governing the organization;
- required by the organization’s bylaws; or
- created by the board of directors itself.
Board committees typically continue on an ongoing basis from year-to-year. The Audit Committee and the Nominations Committee are two examples of such committees.
The board of directors will often be assigned responsibility for approving the selection of the chair of the board committee and its members, although sometimes this responsibility will be delegated to the chair of the board of directors. The committee will provide written reports on its activities for each board meeting.
Each year, the board of directors should review and approve the terms of reference of all board committees to ensure they are current and that, indeed, there is still a need for the committee. The terms of reference for each committee will define its:
- chair (preferably a board director);
- membership (preferably including non-directors);
- responsibilities ;
- meeting schedule and time commitment;
- staff contact; and
These terms of reference become an important tool for the board to monitor the performance of the committee.
Board task forces
The bylaws normally give the board of directors the authority to create task forces (sometimes called ad hoc committees) if and when required. A task force is a “committee” established by and reporting to the board of directors created to assist the board by developing policy alternatives and recommendations for the board’s consideration. When a task force is created, it is given a clearly defined task, terms of reference, and a termination date (sometimes called a “sunset clause”) for its activities.
For example, a board of directors might establish a task force to examine and develop recommendations on a board policy dealing with membership criteria, membership discipline, ethics, or codes of conduct. Task forces also provide written reports for each board of directors meeting.
These are committees that are appointed by and report to the Chief Staff Officer that deal with administrative matters.
The CSO decides who will serve on these committees and who will serve as the chair. From time to time, a director may be asked to serve on a CSO committee – the director in this situation must remember that they serve at the request of, and report to, the CSO.
The terms of reference for CSO committees will define their:
- chair (usually a staff member);
- membership (may include staff, directors or non-directors);
- meeting schedule and time commitment; and
If an indecisive board of directors is having difficulty determining whether a particular committee should be a board committee or a CSO committee, it is helpful to ask a simple question about committee’s work: if the NPO had greatly increased financial resources, would it include in its budget, funds to hire someone to fulfill the responsibilities of the proposed committee? If the answer to this question is yes, then the committee is most probably a CSO committee.
For example, should the Public Relations Committee be a board or a CSO committee? Should the Newsletter Committee be a board or CSO committee? Should the Conference Committee be a board or CSO committee? To be sure, each of these committees is doing important work, but they are doing administrative work that, presumably, the organization cannot afford to hire staff to do. The solution, therefore, is to have unpaid staff (that is, volunteers) do the work. The CSO is responsible for the successful completion of these administrative functions and is held accountable, by the board, for their accomplishment. Hence, the CSO should have responsibility for selecting the members of these committees, determining their terms of reference and monitoring their progress.
Successful boards know how to accomplish great things notwithstanding limited financial and human resources. Great things are possible if the board of directors successfully structures the NPO to recognize the importance and purpose of both board committees and CSO committees.