Governance through the structure of board meetings, committees and evaluation helps boards fulfill oversight responsibility.
In this third article, we explain how nonprofit board members are responsible for developing and evaluating governing structures through which they can effectively oversee the nonprofit.
A nonprofit board of directors has four key responsibilities: guide the mission, approve policy, apply governing structures and monitor results. So far, we have covered how a nonprofit board is responsible for keeping the organization on mission and approving policies that form the basis for governance.
Governance requires a board to act in an organized, planned and highly disciplined manner. Along with clear mission and policies, the board accomplishes its governing responsibilities through the structure of executive members, board meetings, committees and evaluation. While it can be easy for board duties to become informal, structure helps ensure important responsibilities are observed.
Executive board roles
Board executives are appointed and voted on by the board members. Assigning leadership to certain board members helps the entire board function more effectively. Bylaws and board policies define those roles in more detail.
Here are typical executive board roles and some of their duties:
Chair or president – leads board meetings, directs the executive director
Vice chair or vice president - fulfills the duties of the chair or president when that person is absent
Treasurer – oversees compliance with financial policies
Secretary – coordinates important filings for the organization and documents meeting discussions in a meeting minutes summary
Board meetings
Governance discipline begins with board meetings:
Board meetings are scheduled in advance with structured agendas. The board chair and secretary typically coordinate the agenda with consultation from other board members or the executive director. Some topics are included at every meeting, such as the treasurer’s report.
The purpose of board meetings is to keep members informed, but it is also to take actions and make decisions. Sharing information with members in advance of meetings facilitates good discussions and decisions.
The board chair presides over the meeting and keeps order. Many follow a simplified version of Robert’s Rules of Order.
The board secretary publishes written meeting minutes shortly after the meeting.
Typical nonprofit board committees
Committees are approved teams that tackle governing issues requiring more time or specialized expertise. Teams can even include non-board members, but only the board approves work of the committee.
There are no required committees, although larger organizations may have more committees. Here are some typical nonprofit board committees:
Executive committee - Officers of the board. Helpful on large boards where some duties can be accomplished with a smaller group.
Finance committee / Audit committee - Often led by the board treasurer, this committee leads financial oversight or annual audit process.
Fundraising or development committee - Helps plan fundraising events or meet with prospective donors. Critical if the organization lacks staff to support fundraising.
Membership or nominating committee - Interviews, recommends and trains new board members.
Governance committee - Reviews and recommends improvements to board oversight. May also include functions of the nominating committee.
Succession planning, hiring or compensation committee - If necessary, these committees are tasked with recommending a new executive director/CEO or that person’s salary.
Important initiatives - Solve complex board decisions with the recommendation of a dedicated committee, for example, identifying a new location for the nonprofit.
Your bylaws may require certain board committees, but the board can approve more. Committees can also be temporary: For example, a relocation committee recommends a new facility and is disbanded after the move is complete.
Board committee charter
The work of the board committees has potential pitfalls. First, board committees must be careful not to interfere with the executive director’s responsibilities. The role of the executive director is to lead, manage staff and execute the approved plan. In addition, as discussed in the first article, the activity of the board should be linked to the mission.
To avoid pitfalls, adopt board committee charters – a written explanation of the committee’s work — approved by the board. Committee charters include:
Purpose of the committee’s activities
What the committee is authorized to do – and what they should not do
Names of committee members and committee head. Large committees may waste member time, while small committees may be overburdened
How they will work together, including how often they will meet
Board evaluation
The health of an organization begins with the health of the board. One of the benefits of having a board governance committee is that it can take ownership of a regular board evaluation process. This evaluation could include anonymous surveys or guided discussions. Depending on the health of the board, the board may decide to bring in external consultants for an objective perspective.
The goal of the evaluation is corrective action to improve the effectiveness of the board. Perhaps board members could benefit from board governance training. Maybe board policies or committee charters need to change. A formal evaluation process allows board members to speak safely about improvements that ultimately must be approved by the entire board.
Practical next steps
Here are suggested changes to help your board evaluate governing structures:
Survey your board members on their expectations for board meetings. Take steps to add meeting disciplines that respect board members’ time and responsibilities.
Regularly evaluate your current committee structure and performance.
Adopt committee charters clarifying the expectations and role of committees.
Consider adopting or strengthening a board evaluation process.
Well-written board operating policies also help define roles including executive board members. Compare our template to your current documents, especially if you think the relationship between the board and executive director could be improved.
Remember, templates do not substitute for legal advice or a professional opinion. They are intended to provide a starting point for discussions with board members and advisors.
In the final article of our four-part series, understand the nonprofit board responsibility to monitor results.