Board Committee Job Descriptions
Board Committee Job Descriptions
The Electronic Newsletter Exclusively for Members of Nonprofit Boards of Directors
Short enough to read over a cup of coffee, the Board Café offers a menu of ideas, information, opinion, news, and resources to help board members give and get the most out of board service. Thank you to the James Irvine Foundation and others for making the Board Café free to its 4,000 and growing subscribers.
Executive Chef / Editor: Jan Masaoka. February 9, 1999. Vol. 3, No. 2
I've served on board committees that have been great fun, and more satisfying than being on the board itself . . . but I've also served on board committees that were insulting wastes of time. And possibly the worst of all: board committees that exist only in the imaginations of the board committee chair and the board president. This issue of the Board Café has reference material (that means you don't have to read it, just keep it!) on a variety of board committees, which makes it longer than most Board Café issues, as well as a small "plug" for a speech I gave. Happy Valentine's Day . . . Jan Masaoka
SURVIVING A LAWSUITFor those of us who lie awake at night worrying about things like this, there's a new book from the Nonprofit Risk Management Center: The Best Defense: 10 Steps to Surviving a Lawsuit. $12.00 plus $5.00 shipping & handling; order by phone at 202-785-3891 or on-line at http://www.nonprofitrisk.org. A good feature is understanding the nuances of nonprofit relationships, such as the following example: "a church involved its members in carpentry and other tasks associated with the renovation of the sanctuary. One of the members fell off a scaffolding and died. The deceased's wife-- also a member of the church -- filed suit against the church."
DO WE NEED A POLICY ON BOARD-STAFF DATING?
Or on board members dating one another? At the Board Café we've recently received several questions about this issue from board members concerned about, for example, a board member dating the controller, or a board member and the executive director becoming romantically involved. When some organizations have tried to prohibit "extra-organizational" relationships, they've become entangled in definitions, and some staff and board have felt unfairly constrained ("do I have to choose between volunteering and a social life? ") Perhaps having the discussion is more important than the written policy. After several discussions, one board we know adopted this statement: "Members of the Board of Directors will exercise sound judgment when interacting with staff, volunteers, clients, or fellow board members, so as to promote utmost professionalism and minimize any perception of conflict of interest." Board Café readers: other examples of policies on this delicate subject?
WEBSITE OF THE MONTH: 9.5 ON THE RICHTER SCALE
Recently I was honored to give a keynote speech to a forum convened by five San Francisco Bay Area community foundations. The talk is titled, "9.5 on the Richter Scale," and looks at upcoming "earthquakes" for the nonprofit sector. You can see it on the web at http://www.genie.org or call our office (415-541-9000) and ask to have it faxed to you.
This Issue's "Main Course at the Board Café: "
Board Committee Job Descriptions
It goes without saying that there is no one-size-fits-all committee list for boards, or what the responsibilities or activities should be for each committee. In the last issue of the Board Café, we discussed when boards should have committees (if at all!), and how some boards make effective use of committees. In this issue we offer committee job descriptions for 15 committees, but your own organization will construct the committees that are appropriate for your own situation, and use these descriptions as a reference for your own committee job descriptions. Unfortunately, the list has resulted in an extra-long issue of the Board Café. We hope you don't mind having a long issue once in awhile . . .
The Fundraising Committee's job is not simply to raise money. Instead, the Fundraising Committee is responsible for overseeing the organization's overall fundraising and, in particular, the fundraising done by the board. To accomplish this, its responsibilities are:
- To work with staff to establish a fundraising plan that incorporates a series of appropriate vehicles, such as special events, direct mail, product sales, etc.
- To work with fundraising staff in their efforts to raise money
- To take the lead in certain types of outreach efforts, such as chairing a dinner/dance committee or hosting fundraising parties, etc.
- To be responsible for involvement of all board members in fundraising, such as having board members make telephone calls to ask for support, and
- To monitor fundraising efforts to be sure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.
The Finance Committee (often called the Budget and Finance Committee) tasks are:
- To review budgets initially prepared by staff, to help develop appropriate procedures for budget preparations (such as meaningful involvement by program directors), and on a consistency between the budget and the organization's plans
- To report to the board any financial irregularities, concerns, opportunities
- To recommend financial guidelines to the board (such as to establish a reserve fund or to obtain a line of credit for a specified amount)
- To work with staff to design financial reports and ensure that reports are accurate and timely
- To oversee short and long-term investments, unless there is a separate investments committee
- To recommend selection of the auditor and work with the auditor, unless there is a separate audit committee, and
- To advise the executive director and other appropriate staff on financial priorities and information systems, depending on committee member expertise.
Board Development Committee
In some ways the most influential of all the committees, the Board Development Committee (sometimes called the Nominating Committee or the Committee on Trustees) is responsible for the general affairs of the board. While the specific tasks of this committee vary greatly from organization to organization, they usually include some or all of the following responsibilities:
- To prepare priorities for board composition
- To meet with prospective board members and recommend candidates to the board
- To recommend a slate of officers to the board
- To conduct orientation sessions for new board members and to organize training sessions for the entire board, and
- To suggest new, non-board individuals for committee membership.
The Program Committee is often comprised of board members who are most familiar with the approaches and operations of the organization's programs. (Some boards feel that the organization's program--its "products"--should be overseen by the whole board.) Depending on its make-up and programs, this committee's most common responsibilities are:
- To oversee new program development, and to monitor and assess existing programs
- To initiate and guide program evaluations, and
- To facilitate discussions about program priorities for the agency.
Other Board Committees
Sometimes an organization with a large board forms an Executive Committee, which is a smaller group that meets more frequently than the full board. Some Executive Committees are comprised of the board officers; others include committee chairs; and some choose other configurations, such as the board officers and the Fundraising Committee chair. A risk with Executive Committees is that they may take over decision-making for the board, and other board members will feel they are only there to rubber stamp decisions made by the Executive Committee.
The role of the Audit Committee encompasses interviewing auditors, reviewing bids, recommending selection of an auditor to the board, receiving the auditor's report, meeting with the auditor, and responding to the auditor's recommendations. For many organizations, the annual audit is the only time the organization's financial systems are reviewed by an independent outsider, and as a result the auditor's report is an important mechanism for the board to obtain independent information about the organization's activities. On smaller boards, the functions of the Audit Committee are managed by the Finance Committee.
The functions of the Personnel Committee include drafting and/or revising personnel policies for board approval, reviewing job descriptions, establishing a salary structure, and annually reviewing staff salaries, and reviewing the benefits package. In some organizations the board's Personnel Committee also acts as a grievance board for employee complaints. Because difficulties can arise if many less serious complaints are brought directly to the board rather than to the staff person's supervisor, it is preferable for the personnel committee to act only on formal written grievances against the executive director or when an employee formally appeals a decision by the executive director to the board.
Public Policy Committee
Organizations whose mission includes Public Policy or education may create a Public Policy Committee that stays informed on relevant matters and brings proposals to the table for a board position or an organizational activity. For example, a Public Policy Committee might draft a written position paper related to pending cuts in welfare funding or propose that the board join a coalition of neighborhood nonprofits protesting the closure of a park.
Management Oversight Committee for geographically distant boards
Boards where the members are geographically distant from one another have a difficult time keeping in touch with the work of the staff. The board may only meet twice a year or quarterly, and much of the contact among board members may be through e-mail or just with the staff. To ensure financial and legal oversight in between board meetings, some boards establish a Management Oversight Committee (MOC), which meets every 6 weeks and where two of the three members live near the office (the out-of-state member participates by phone). This committee has finance, audit, legal and personnel responsibilities which might be done by separate committees if the organization were larger and working in only one city. The MOC provides a report on the organization's operations to each board meeting.
Some committees are convened on a temporary basis to address a specific, single event or issue. Often called ad hoc committees, they meet for a few months and then disband once their task is completed. Commonly used temporary committees and their designated tasks include:
- Site Committee: To work with staff to evaluate the existing location and consider a move to a different location, to review a new lease, or to weigh the feasibility of purchasing a building.
- Special Event Committee: To coordinate the board's assignments on a particular event, such as an annual dinner.
- CEO Transition or Search Committee: To seek a new executive director, including recommending guidelines and a search process to the board, to take steps to help the new executive succeed. Some search committees hire the new executive director, while other search committees present a group of candidates to be evaluated by a different committee or the whole board.
- Merger Committee: To pursue a possible merger with another organization, and to bring information and recommendations back to the full board.
- Planning Committee: To lead a strategic planning endeavor (the planning committee may consist of both board and staff members).
- Special Issue Committee: To investigate an unusual problem or opportunity, such as negative publicity in the newspaper, deep staff resentment against the executive director, an unusual grant opportunity or a possible joint project with another organization. Setting up a Special Issue Committee to research the situation and report back to the board ensures that decisions are based on adequate information.
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