Governance Committees: Positive Trend on Nonprofit Boards

Board Café

Governance Committees: Positive Trend on Nonprofit Boards

Last month the Board Café took on a difficult topic: What to Do When You Really, Really Disagree with a Board Decision. Here at the Board Café we are proud that we take on issues that other publications don't. Some archived issues on other difficult topics include Going Out of Business the Right Way (July 2000), Firing Your Executive Director (March 1999), What to Do With Board Members Who Won't Do Anything (April 2001), How Much to Pay Your Executive Director (July 2002), and Loans From Board Members (February 2003). All past issues are archived at . Readers, are there topics you'd like to see in future Board Café's? - Jan Masaoka

CompassPoint's recent study found that minority women serving as nonprofit executive directors are more experienced and better educated than executive directors in general. A surprising one fourth are immigrants to the U.S. (most frequently as children) and lead organizations of all sizes (from 1 to 575 employees in this study). The research suggests that there are more and more women of color in these nonprofit leadership positions-the study is called On the Rise: A Profile of Women of Color in Nonprofit Leadership. Download it for free or order a hardcopy at

"Dear Board Café: I am part of a small nonprofit dance company in central Wisconsin with a budget of $9,000 per year. I am the co-artistic director and regularly attend board meetings, although I am not a board member. Is it possible for me to be a voting member on the board, even though I am the artistic director? If so, could I also be elected as an officer of the board?"

We asked Joe Valentine, Executive Director of the Stulsaft Foundation and a member of the Board Café Mail Crew, to answer: "If the board hires and fires the person in your position then usually that position is not a member of the board, but may meet with the board at its pleasure. Paid staff can be board members as long as 50% or more board members are not paid staff or family of paid staff; but it's still advisable to excuse yourself from any discussion or vote where you would have a financial benefit. With your organization's budget being so modest, it is not likely that self-dealing or conflict-of-interest would become a problem. If you become a board member, then you would be eligible to be elected or appointed to any officer position that is prescribed in the bylaws."

This month's Main Course article:

Governance Committees: Positive Trend on Nonprofit Boards
by Betsy Rosenblatt

The current trend is for boards to reduce the number of standing committees. But at least one new committee is being created more frequently: a Governance Committee or Board Affairs Committee. The Governance Committee replaces the nominating committee or board development committees, but does more than either. The governance committee serves as the "conscience of the board."

The governance committee examines how the board is functioning, how board members communicate, and whether the board is fulfilling its responsibilities and living up to the objectives and aspirations set for itself and the organization. While all board members should understand the organization's mission and goals, the governance committee must consider them with an eye on the board's responsibility to guide the organization and what is required of the board to best accomplish that. The governance committee must be able to articulate the board's vision for the board and find the board members who can put it into action.

Committee responsibilities can be grouped into distinct categories.

Find, keep, and/or get rid of board members

  • Develop board member job descriptions.
  • Create a board profile of what skills and expertise the board and the organization need.
  • Identify potential board members and maintain information about each candidate.
  • Cultivate and recruit new members from beyond the board's traditional circles.
  • With the board chair, help assess and maintain board members' individual commitment, support, and participation in governance duties.
  • Observe and nurture potential leaders within the board.
  • Evaluate board members' eligibility for re-election.

Educate board members

  • Orient new board members to ensure that they have adequate materials and understand their roles and responsibilities.
  • Involve board members in "continuing education." The governance committee can update board members (about new programs, legislative action, and so forth) and continue to improve their skills as board members.
  • Establish an effective communications network to keep board members apprised of activities through newsletters, board and committee minutes, media reports, phone calls, and thank you notes.
  • Evaluate the board's performance
  • Annually lead the board in its self-assessment and develop recommendations to the board for self-improvement.
  • Discuss with the chief executive staff (and perhaps other staff )their views of the board's performance and ways to strengthen the board in both its governing and supporting role.

These particular tasks are only the skeleton of the governance committee's job. The spirit of the committee is to ensure that the board is doing its job and doing it well, and if not, come up with suggestions to remedy that. Betsy Rosenblatt is the Communications Officer at the Eugene and Agnes Meyer Foundation in Washington, D.C, and former Editor at BoardSource.

Should the Board Have Committees? If So, Which Ones?

Job Descriptions for Board Officers

Self-Assessment Survey for the Board

Next month in the Board Café: Executive Director Succession Planning for Nonprofits of All Sizes
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