The Basics of Board Committee Structure

Committee Structure April 29, 2020 By: Eileen Morgan Johnson, CAE

From standing and ad hoc committees to task forces and advisory councils, a board accomplishes its work through a variety of smaller groups. Associations need to regularly evaluate their existing committee structure and be ready to adjust it based on the organization’s changing governance needs.

Just as every board is unique, every board’s committee structure is unique too. Most boards continue the same committee structure from year to year with little thought given as to what the committees do or whether they are still relevant. As a result, the committees have vague objectives, committee meetings are often endless discussions with no results achieved, and the members of the committees become bored or frustrated.

At the other end of the spectrum is the zero-based committee structure where the board reviews its work plan each year and then establishes only those committees that it will need. Similar to a zero-based budget, this frees the board from doing things the same way each year. Of course, this only works if the association truly looks at what it needs in terms of board work for the year and only forms those committees that are necessary.

If the committee structure has not been revisited in a few years, the board should consider looking at the current committee structure and what the committees actually do. If there are overlapping responsibilities or no work being done, then it is time to realign the committee structure. Committees with no work can be abolished, and committees with overlapping work can be merged. Committees should not take on a life of their own, nor should they overshadow the board itself.

Standing and Ad Hoc Committees

There are generally two types of board committees:

  • Standing committees (also called operating committees) are those committees that a board uses on a continual basis. They can be set forth in the association’s bylaws or in its board operations and policy manual, or they may be established by custom.
  • Ad hoc committees are formed for a limited period of time to address a specific need. When the work of the ad hoc committee is completed, the committee is dissolved. An ad hoc committee may exist for less than a year or for a year or more depending on the extent of the work assigned to it.

The bulk of the board’s work should be done through its standing committees. Some boards have board development plans where members rotate through the different committees to gain a broad understanding of the association. Others allow members to stay with the same committee each year to develop a deeper knowledge of the subject area to provide greater service to the association. A balance of the two strategies allows board members to gain experience with different committees and to develop some expertise with the work of one or two committees.

Ad hoc committees are often formed to amend the bylaws, recruit a new CEO, develop a strategic plan, form a new subsidiary, launch a new division, consider whether to sell a building, or work with other associations or coalitions. An ad hoc committee could also be formed to study and find creative solutions to a particular challenge an association is facing, such as falling membership levels or a particular challenge its members are facing.

Other Options

A board does not always need to add new committees to get its work done, nor must committee members always be members of the board. Task forces and advisory councils can be useful tools.

task force can be formed if there is an objective that can be achieved in a relatively short period of time. Planning a special event or analyzing a merger proposal are examples of work that can be handled by a task force.

Advisory councils assist boards in carrying out their work by providing expertise and advice in selected areas. Advisory councils do not have any governance responsibilities and are a good way to include former board members, potential board members, subject matter experts, and others in the work of the board without placing them on the board.

Not every volunteer makes a good board member. Sometimes a task force or advisory council is a better use of the volunteer’s talent, experience, and time.

Committee Number and Size

The larger the board, the more committees it may want to have to ensure that all board members can serve on a committee in a meaningful way. Boards should avoid the temptation to form too many committees. To be effective (and to avoid burnout), board members should generally not serve on more than two committees. Limiting service to one committee can give board members the opportunity to focus on an area and develop expertise that can further the work of the association.

The size of the board will determine how many committees are sustainable. A committee’s size should be determined based on the number of members needed to accomplish the committee’s work. When committees have too many members, the result is usually that only a handful of people do the work of the committee and the rest of the committee’s members are not engaged. It might take a year or two of trial and error to determine the right size for each committee.

Ad hoc committees and task forces are a good way to involve non-board members in the board’s work. This also gives the volunteer and staff leadership the opportunity to evaluate association members for their leadership potential and interest them in further volunteer opportunities. Keep in mind, however, that, in most states, the authorization to act on behalf of the board may only be delegated to committees composed solely of board members.

Committees should perform regular self-assessments to determine if they are working effectively, achieving their established goals, and providing value to the association. This can be done at the end of each committee meeting or on an annual or more frequent basis.

Role of Committee Leaders

Committee chairs and vice chairs should provide actual leadership to the committee. These are not empty titles but require real work in terms of translating the board’s goals for the committee into meeting agendas and work plans. Committee chairs and vice chairs should work with staff as appropriate to prepare background materials for committee meetings, schedule committee meetings, prepare minutes and reports, and otherwise keep the committee functioning.

Committee chairs have the difficult task of following up with absent committee members or addressing behaviors that are disruptive to the committee’s work. Committee chairs also report on the work of their committee to the Executive Committee and the full board. For this reason, committee chairs are often board members.

Sample Committee Structure

This sample committee structure is intended to be used by boards with more than seven members who find they need to work more effectively through committees. A board may not need all of these committees. An association may use different names for its committees, but board committees generally fall under these headings.

Standing Committees

Executive Committee

Depending on the size of the board, it may be advantageous to form a small (three- to seven-member) Executive Committee that is authorized to meet and take action between board meetings when it is impractical to get the full board together for a special board meeting. The Executive Committee can also serve as an advisor to the chief executive officer and a liaison between the CEO and the full board.

The Executive Committee is usually charged with oversight of the association’s chief executive officer. While there may be a separate CEO search committee or a compensation committee, the Executive Committee will often hire the CEO and work with the CEO in establishing goals for the year, evaluating performance, and setting compensation. The Executive Committee reports on these activities to the full board.

The members of the Executive Committee are often on that committee due to the position they hold within the association. The board chair and any vice chairs are normally on the Executive Committee. If there is a chair-elect or a past chair, that person may also be on the committee. Although in some associations the chair appoints the members of the Executive Committee, they can also be elected by the entire board. Another option is to have the chairs of each of the board committees and the chair of the board form the Executive Committee.

Audit Committee

Something of a rarity a decade ago, the Audit Committee is quickly becoming a standing committee at many associations. It is usually a small committee of three to five members. Its work is often seasonal, tied to the end of the association’s fiscal year. The Audit Committee selects the outside auditor, meets with the auditor to receive the audit report and management letter, and discusses the management letter with the full board and the senior staff.

The Audit Committee may also be charged with auditing the expenses of the board and the chief executive officer.

Members of the Audit Committee should be financially literate, and at least one (and preferably more) should be financial professionals. While there may be some overlap in membership with the finance committee, the chair of the finance committee and the treasurer should not be on the Audit Committee. Likewise, the chair of the board and the CEO should not be on the Audit Committee. These restrictions are intended to provide the committee with the independence it requires to operate effectively.

Governance Committee

The Governance Committee is charged with the care and feeding of the board itself. The responsibilities assigned to this committee vary with each board. As a general rule, the Governance Committee would be responsible for board recruitment, orientation, board and director self-assessment, continuing education, and board management.

Recruitment involves identifying current and projected vacancies on the board, assessing the composition of the current board and identifying gaps in competencies or demographics, and finding and recruiting potential board members. The Governance Committee is charged with developing a position description for board membership to inform prospective candidates of qualifications in terms of their experience and background and what will be expected of them if they join the board. The Governance Committee can also serve as the Nominating Committee for new board members and officers.

Orienting its new board members is one of the most important tasks a board does. New board members not only need to know about the association and its programs, finances, and plans for the future. They also need to know how the board itself operates, how the staff and board interact, and what their role is in the association. Orientation sometimes includes training to provide new board members with the basic skills they need to be effective members of the board, such as how to read nonprofit financial statements or basic parliamentary procedure.

Every board should conduct regular self-assessments, preferably every year but at least every two to three years. The self-assessment should be of the board’s performance as a whole and of each individual member’s performance. Regular evaluation of how the board is functioning is a good way to realign the board’s focus and activities if it has strayed off target. Individual self-assessments are helpful for board members to gauge their own performance. It can aid them in identifying skills that may need additional development or to evaluate whether they have the time and commitment to give to the association at this point in their life.

Continuing education is useful for every board. Nonprofit laws and best practices for nonprofit boards have been changing at a fast pace in recent years, and even the most experienced board member can learn something new. Continuing education also allows the experienced board members to share what they have learned through practical experience with less experienced members.

A mentoring program can be part of a continuing education program. In a mentoring program, new board members are assigned a more experienced mentor on the board who is familiar with the association. The mentor helps the new board member to adjust to the association and the board. The Governance Committee can recruit mentors, provide mentor training, and oversee the mentoring program.

Management of the board includes the adoption and enforcement of a conflict-of-interest policy and a code of conduct among the board members.

Finance Committee

Sometimes called a Budget Committee or a Budget and Finance Committee, this committee oversees staff’s preparation of the annual budget and the performance of the association in meeting its budgeted revenues and expenses. The Finance Committee often receives regular reports on the association’s performance in meeting its budget and presents that information to the full board.

The Finance Committee is different from the Audit Committee. In effect, the Audit Committee is tasked with checking the work of the Finance Committee and the treasurer in overseeing the financial management of the association. While there may be some overlap in committee membership between the Audit Committee and the Finance Committee, the chair of the Audit Committee should not serve on the Finance Committee. Ideally, the association has enough financially literate board members that the membership of the two committees does not overlap.

The Finance Committee may be charged with a wide range of responsibilities, such as managing the association’s investments, setting compensation packages for staff, overseeing capital campaigns, and raising funds. It may handle these responsibilities as a committee or through the formation of subcommittees. A board may have a separate development committee to oversee fundraising, or it may assign that responsibility to the Finance Committee or one of its subcommittees.

Membership Committee

If an association has a Membership Committee, that committee may be tasked with developing criteria for membership, credentialing members, overseeing elections, or developing and delivering programs for members. There may be some overlap with the Program Committee and the Governance Committee.

Developing the criteria for membership and credentialing can be a huge task depending on the association’s structure. While the daily issues and activities involving memberships are usually handled by staff, questions as to the criteria for membership, granting membership, and the revocation of membership are usually reserved to the board. The board may also determine the benefits available to members and establish dues for each category of membership.

If the association’s members have the right to elect members of the board of directors or adopt policies for the association, the elections process may be the responsibility of the Membership Committee rather than the Governance Committee. This committee would then identify expected vacancies on the board, advertise the openings to the membership, and oversee the elections.

Membership Committees usually keep closely connected to the association’s membership and work with the staff to identify and develop programs that meet the changing needs of the membership. The evaluation of program delivery can also be assigned to the Membership Committee.

If the association has an annual meeting or conference for its members, this activity may be overseen by the Membership Committee or one of its subcommittees.

Program Committee

While staff often carries out the day-to-day activities that result in the development and implementation of the association’s programs, the Program Committee may be charged with long-range planning and general oversight of programs. Depending on the extent of the association’s programs and the size of the board, there could be several committees devoted to programs that may bear other titles (for example, government relations, technology, and education). Each of these committees or subcommittees would be assigned a specific element of programs to oversee.

A Program Committee is a good way to involve an association’s members in the association. Non-board members can serve on the Program Committee or on its subcommittees.

Ad Hoc Committees

By their nature, ad hoc committees are formed when they are needed and dissolved when their work is done. Below are some examples of ad hoc committees.

Bylaws Committee

The Bylaws Committee is charged with reviewing the association’s bylaws and current practices to ensure that they are synchronized. Over time, it is not uncommon for an association’s practices to evolve so that they no longer follow the bylaws. The Bylaws Committee assesses why this has happened and recommends changes to either the association’s practices or the bylaws. This group can also be used to review current best practices and governance trends and make recommendations on those the association should consider adopting.

A Bylaws Committee may work with the Governance Committee or Membership Committee. Since a review of the association’s bylaws and practices is usually only done every few years, this does not need to be a standing committee.

A Bylaws Committee might also be tasked with periodically reviewing the association’s policies and procedures if these have been set forth in written form. It is not unusual for bylaws, policies and procedures to become unaligned over time and a periodic review can help to confirm that there are no inconsistencies among the various governance documents.

Capital Campaign Committee

A capital campaign is a coordinated effort to raise significant funds for an identified purpose, such as the construction of a building, the establishment of a scholarship program, or some other “big ticket” item outside of the association’s normal day-to-day fundraising activities.  A capital campaign will usually last for several years. An association may embark on a capital campaign only once a decade. Therefore, a capital campaign committee is an ideal ad hoc committee.

Donors who are not on the board can serve on the Capital Campaign Committee. Their commitment is not open-ended, and they may be more willing to serve in this capacity. The Capital Campaign Committee may work with the Finance Committee, the Membership Committee, or the Program Committee.

Strategic Planning Committee

Since it should take less than a year to develop or update an existing strategic plan, this task can be assigned to an ad hoc committee or a task force. Many associations will choose to make it an ad hoc committee. Members of the Strategic Planning Committee are responsible for developing or updating an existing strategic plan for the full board’s approval. They may also monitor the implementation of the plan and report on its progress to the full board. This ad hoc committee may work closely with the Finance Committee, the Membership Committee, and the Program Committee.

Task Forces

Task forces by their nature are designed to bring people together to solve a problem. Task forces are short in duration and specific in focus. Below are some examples.

New Program Development Task Force

When it is time to brainstorm about ideas to keep an association relevant in the face of changing demographics or trends, a New Program Development Task Force might be the answer. It can bring board members, members, consultants, funders, and representatives of the community together to find a creative solution to the association’s challenges.

Joint Activities Task Force

An association that is considering joining forces with one or more other associations may want to study the issue through the use of a Joint Activities Task Force. Task forces are ideal for identifying issues, collecting information, reviewing and analyzing the information, considering alternative scenarios, and making recommendations to a committee or the full board.

Special-Events Fundraising Task Force

Organizations that use special-events fundraising such as concerts, golf tournaments, walk-a-thons, or auctions may use a Special-Events Fundraising Task Force to help plan and carry out an event. This task force may work with the Finance Committee or other committees involved in fundraising.

Environmental Scanning Task Force

It is advisable to conduct an environmental scan before making a decision that will impact the association. A task force might be charged with conducting an environmental scan for proposed actions such as going global, forming a subsidiary, or launching a certification program.

Advisory Councils

Not every association uses advisory councils. Unlike task forces, advisory councils may exist for many years. They have no governance responsibility, so they are not referred to as boards. Below are some examples of advisory councils.

President’s Council

This advisory group usually comprises former board chairs who advise the association’s president on issues facing the association. This is a way for former board chairs to stay engaged with the association and move off the board to make way for new board members. It also provides the link to the association’s institutional memory.

The association should be careful to use an advisory council only so long as there is a benefit to the association. Keeping a President’s Council in place solely to provide a free trip to the annual meeting for former board chairs as a reward for past service does not meet that standard. Scheduling meetings with the CEO, the board leadership, and the President’s Council one or more times a year to take advantage of the expertise and experience of the council’s members can benefit the association, particularly if members of the council are from different industries or bring other diverse views to the association.

Major Donor Council

This advisory group often has a unique name to designate it as the pinnacle of volunteer involvement for donors. This group is given special access to the CEO and board, as well as advance briefings on issues. They receive special invitations to the association’s events. While they sometimes provide valuable advice to the association, Major Donor Councils often serve the primary purpose of recognizing major donors and cultivating additional gifts from them or their friends and family. While Major Donor Councils are often seen in 501(c)(3) organizations, an association might have a Major Donor Council for its PAC or foundation.

Professional Expertise Council

Sometimes an association wants to formalize the way it receives advice from volunteer experts. An association may form a council of scientists, physicians, educators, or other experts in a specific field to meet occasionally and provide advice as a group to the board or staff. Not only can the discussions by the experts advance the development of the association’s programs, but the qualifications of the experts on the council can also provide instant credibility to the association.

Ethics Council

As more associations are adopting member codes of ethics or codes of conduct, they are also forming Ethics Councils to handle any complaints that the association receives that members have violated the code of ethics or code of conduct. The members of the Ethics Council are usually individuals who do not currently serve on the association’s board of directors. They are often selected for their reputation within the association or for superior credentials that they hold.

Each board must determine which committee structure works best for it. The committee structure should be flexible and meet the changing needs of the association. There are a variety of options to choose from, and boards should be willing to experiment, keeping in mind that committees are simply tools that the boards use to get their work done. The right tool for today may not be the right tool for tomorrow. The challenge is in knowing which tool will get the job done.

Author’s Note: Nothing in this article should be construed as legal advice. If you need legal advice, consult your association’s attorney.

Editor's Note: This article is an updated version of one originally published on December 21, 2015. 

Eileen Morgan Johnson, CAE

Eileen Morgan Johnson, CAE, is a partner with Whiteford, Taylor & Preston L.L.P.