Who’s on a Board Committee?

I’ll give you the answer right up front: only board members can be on a board committee. “But wait!”, you may be thinking. “What about all the talent, wisdom, and leadership potential that’s not on our board?”

Don’t worry – those great people can also be involved, via an advisory committee. If you have a board committee with non-board members on it, be sure that you either are aware that it’s not a board committee but an advisory group. Or make it clear in the board committee charter that any non-board member attending a board committee meeting is there as a guest and does not have a vote.

I see this come up regularly in my work with clients. I might be reviewing or just referencing their bylaws, or working with one of their committees. Suddenly, it pops up that, “Oh, yes, so-and-so is on a board committee, but not on the board.”

Ruth McCambridge, the Editor-in-Chief of the Nonprofit Quarterly, has been known to say that most of our norms in nonprofits aren’t legal requirements, they’re just ideas that consultants have been propagating as true. She says this like it’s a bad thing, and sometimes I agree with her.

Regardless, this isn’t just a case of non-legal “best practice” or “good practice” or “leading practice” where norms are being implemented irrespective of what’s legally required or what research shows to actually work well. In this case, there are actual legal implications.

Board members have legal responsibilities…and legal risks. Not to scare anyone, but if you’re on a board, you could be personally exposed to lawsuits. The point being that board decisions matter. And board committees can make decisions that are actually, or perceived to be, decisions of the board.

So, don’t let non-board members be board committee members. You want people who make decisions to bear – or enjoy! – the responsibility for their decisions.

You don’t need to exclude non-board members from being engaged. Quite the opposite. Non-board members are critical to the operations of any nonprofit, and they can bring in great new skills, knowledge, and fresh perspective. 

Just know, and name, any committee-type groups that they are on, what they are: an advisory committee or an advisory group.

Are you still with me? I have more resources below—definitions, explanations, and a sample Committee Charge.

BOARD COMMITTEE STRATEGIES AND DEFINITIONS

When you are devising (or revamping) your board’s committee structure, here are some of the options available to you:

Board Committees and Advisory Groups/Committees. Virtually any group that’s separate from the board (and often—but by no means always—smaller than the board) can be a board committee. As described above, a Board Committee is comprised ONLY of board members. Advisory Groups or Advisory Committees should have at least one board member on them or at least have a designated individual empowered to report to the board.

Committee Charge or Committee Charter. This is a sort of job description for a committee. Many of the organizations I’ve worked with don’t ever take the time to create them…but they don’t need to take a long time and they can be a great way of creating clarity around why this group exists and what its goals are. I’ve seen them called charters more often than charges, but I love the sense of action implicit in the word charge (and the implication that the work can be completed and the committee disbanded with honor when the work completed!).

Committee effectiveness. Committee work gets a bad rap, and not always without reason. When a committee strikes the balance of being both inspired and well-constructed, it will be more likely to be effective and satisfying to be on. Clarity around purpose, roles, appropriate size and stakeholder representation, and a trusting, positive working relationship with the board can assure its efficiency and effectiveness.

Common committees. One common—and somewhat controversial—committee is the Executive Committee. This is usually comprised of the officers of the corporation. Because some “ExComms” have grown in power to rival the work of the full board, there are some in our field who say they should be abolished. What’s appropriate for your organization is what will work best with your organization’s mission, history, and culture. Other common committees are Development Committees (for grantseekers) or Grants Committees (for funders); Finance and/or Investment Committees, and Nominating Committees to cultivate future board members (for organization with regular turnover of board members).

Standing and ad hoc committees.  Standing committees are either defined in the bylaws or created by the board. They tend to hang around, which can be great if you need it again and again over time. Ad hoc committees are created when you need them, disbanded when you don’t.

Zero-based committee structure. Some organizations use this strategy as a way to reduce structure and rigidity. In other words, they want to constantly have a fresh perspective. It’s another way of saying that there are no standing committees; all committees are ad hoc. As with most things, whether this is a good idea or not depends on the organization—its culture and goals. That said, if your organization adopts this approach, I encourage you to make sure that your bylaws and your practices are clear about when, how, and how quickly, the organization can create a new committee when it’s needed. LAST BUT NOT LEAST! Would you like a free Committee Charge/Charter template? If so, please provide your name and email address and I’ll send it to you.