Non-profit organizations should periodically review the size and membership of their board to ensure they are conducive to effective decision-making. If a board is too large, its members may lose a sense of personal accountability for decision-making, yet if the board is too small, board members may be stretched too thin. There is no “one size fits all”. The answer is found through examining the board responsibilities.
Some boards form committees to handle the different areas of work under its responsibility. When a committee is formed it is given a degree of responsibility to review information, make recommendations and decisions and bring back the information to the full board for discussion and approval.
REASONS FOR A COMMITTEE
Establish board committees when:
- The board needs to address issues are too complex and/or numerous to be handled by the entire board;
- Recommendations are needed for a policy prior to approval by the entire board;
- More meetings and time commitment are needed that scheduled in regular board meetings.
Board Committees are very useful, but they should not supplant the role of existing staff. And, all Committee work should eventually be shared with the board as a whole.
Although not as popular today, Executive Committees are sometimes created to help decrease the amount of meetings required by a full board. The Executive Committee is given authority, based on bylaws in the constitution, to make decisions on its behalf, when necessary. It is still required to take these decisions to the full board at the earliest convenience. Minutes should be recorded for Executive Committee meetings if the bylaws indicate the Committee can make decisions in place of the board when needed. This Committee will often meet to review monthly financials, perform the Executive Director’s performance review, approve payments, and serve as a hiring committee. All board members should realize, they are still liable for any decisions made by an Executive Committee.
FINANCE OR AUDIT COMMITEE
Non-profit organization that have an audit will benefit from an Finance or Audit Committee comprising of three or more independent board members who have experience in financial reporting. The audit committee's responsibilities include:
- helping to ensure that the audit is conducted in an efficient and cost-effective manner;
- overseeing the organization's financial systems and internal controls;
- recommending approval of the organization’s annual financial statements; and
- recommending the appointment of the external auditor, and the appropriate fee.
The Finance or Audit Committee will also work to ensure the entire Board understands the organization’s financial situation. Although best practice is to have a separate Audit Committee, many smaller organizations the Finance Committee assumes both roles.
Many boards will likely also find it useful to have a Nominating Committee responsible for proposing new members to the Board. For example, in some board members are elected by the organization’s membership at large; while this is highly democratic, it may not result in the most effective board. Boards need members who will work well as a team, and are able to best represent the organization as a whole - not just particular constituency or discipline.
An increasingly common practice among non-profit boards is for them to have a Governance Committee. The Governance Committee is responsible for ensuring that an appropriate governance model is in place and for coordinating the evaluations of the board, its committees and individual board members. This committee is also responsible for ensuring the compliance of the board, management and others with the policies and procedures of the board and the organization. This committees roles could be combined with the Nominations Committee.
Another area where volunteers with special skills can help, the Communications/ Marketing Committee is often formed to help the organization promote its programs and services.
SPECIAL OR AD-HOC COMMITTEES
Special or Ad-Hoc Committees may be formed from time to time to accomplish a goal and then cease to exist. They can be made up of board and non-board members, and often include staff members as well.
Committees: Primer for the Directors of Non-Profit Organizations, Corporate, Insolvency and Competition Law Policy. Industry Canada, 2014
Developing Job Descriptions for Non-Profit Board Members. The Muttart Foundation and Albert Culture and Community Spirit, 2008.