THE THREE-COMMITTEE MODEL

A nonprofit’s board committee structure shapes how governance work is done inside the organization. An organizational structure that is understood and respected by all board and staff members removes opportunities for unnecessary conflict; encourages efficiency, transparency, and accountability; and keeps the organization in compliance and credible to outside stakeholders.

The three-committee model allows the board to increase its efficacy and efficiency.

Many nonprofit organizations have such a large number of committees that at any given time, at least a couple aren’t active or are failing to fulfill their responsibilities. Additionally, having too many committees makes it difficult for leaders to support committee work, track progress, and ensure engagement from all board members.

The three-committee structure consolidates responsibilities under three committees working on multiple, interrelated issues where each Committee Chair has the power to delegate tasks, identify the point person(s), and develop ad hoc subcommittees as needed.

The three-committee structure has several advantages:

Each board member serves on just one committee, and each committee has enough members to accomplish its work. Highly engaged members are utilized more effectively.

With similar topics grouped together under one committee, members stay apprised of various initiatives without duplicating or competing activities, and unnecessary barriers to collaboration are removed.

Simplified governance and fewer meetings mean less work for staff and officers, improved understanding of governance, and increased transparency.

Board meetings are organized around reports from only three committees, reinforcing the importance of big-picture thinking and saving time for more productive discussions and activities.

GUIDELINES & STANDARDS

Each committee should develop written standards that include items such as membership guidelines, meeting logistics, and accountability. Additionally, each committee should create and regularly review a written description that includes goals, scope of work, and activities.

When assigning tasks, consider the distinction between governance (the board’s domain) and administration (the staff’s domain). Just as importantly, consider who has the skills, experience, and traits necessary to address the topic/task successfully and appropriately.

For example, a Certified Public Accountant (CPA) might seem like a good candidate for the Treasurer position -- but not if that person only has experience in for-profit accounting, has zero experience in fund accounting, and your organization is significantly funded by restricted grants.

If there are no board members possessing necessary skills for a particular task, consider a third-party contractor or volunteer in the short term. And in the long term, work with the Governance Committee to recruit members who have skills not yet represented on the board roster.

Tying officer positions and staff representatives to certain committees can be helpful for setting clear expectations and for succession planning. This can be codified in role descriptions and practice.

In general, it is best to not include the committee structure in the bylaws – except for a description of the power and limits on the officers/executive team. This ensures flexibility for the board and ensures that powers are retained appropriately by the full board. Instead, include a note in the bylaws that the board may establish and disband committees and/or workgroups as needed to support its work.

Sample Committee Guidelines

Membership:

Each committee shall consist of 3-6 members.
The committee’s chair shall be a board member, preferably a board officer.
The majority of committee members should be board members.
Each committee shall have a staff representative.
Each committee may decide if and in what capacity they would like to admit non-board members such as community volunteers, representatives from partner organizations, and/or additional staff members.

Scope of Work:

Each committee shall keep records including its charter, goals, responsibilities, and member rosters with contact information.

Each committee shall have written descriptions of goals, scope of work, activities, important dates, and topics for discussion.
Each committee shall conduct a review of their goals and activities at least annually.

Meetings:

Though most committees will meet most months, each committee shall meet no less than 4 times annually.
Committees shall make every reasonable effort to keep to a regular meeting schedule. Changes to meeting times and locations will be announced to all committee and board members in advance.
Minutes shall be taken at each meeting and promptly submitted to the Board Secretary.

THE EXECUTIVE TEAM

In this three-committee model, the board officers are referred to as the Executive Team rather than Executive Committee. This group includes the Chair, Vice Chair, Treasurer, Secretary, and – in a non-voting, ex officio capacity – the Executive Director. With board officers actively involved in chairing the three committees, there is no standing executive committee, and the Executive Team only meets as needed.

It is important to clarify the role and power of the Executive Team members. The Handbook of Nonprofit Governance (2010) states, “If the executive committee is allowed to act on behalf of the board, its memberships, functions, and authority level must be specifically stated in the organization’s bylaws.”

One of the purported benefits of an executive committee is that it can be convened easily to make decisions quickly in an emergency situation. However, most issues rising to the level of emergency are those that require input and approval from the full board. Additionally, the modern era has shown how easily boards can convene even when geographically distant via video platforms such as Zoom. (The organization’s bylaws should address voting methods and what constitutes a quorum.)

The risks of having a standing Executive Committee include two main issues. First, the board may be inclined to delegate – or the executive committee may be inclined to take over – responsibilities that are properly handled by the full board. Second, when a select group handles major issues, the rest of the board may feel underutilized or disenfranchised. Nonprofits have taken different steps to avoid these two dangers. Some alternatives to a standing executive committee include:

A team of board officers whose role is refined to a few highly specific functions, such as the Executive Director’s performance review, which may be better handled by a small, knowledgeable group that can better maintain confidentiality.
A team of board officers and key community members to act as a strategic think tank.
An informal group of committee chairs to coordinate committee work, ensure efficiency of structure and activities, focus the attention of the board, and address their roles in board leadership.

According to The Handbook of Nonprofit Governance (2010), however the nonprofit organization approaches the structure, the bylaws should clearly delineate that the officers/executive team/executive committee cannot:

Amend bylaws;
Determine its own role in the organization;
Elect or remove board members;
Hire or fire the chief executive;
Approve or change the budget; nor
Make major structural decisions such as adding or eliminating programs, approving mergers, or dissolving the corporation.

These are all essential powers of the board and should not be exercised without formal approval from the full board of directors by quorum, as defined in the organization’s bylaws.

GOVERNANCE COMMITTEE

The Governance Committee’s role is to recruit new board members and to ensure that each board member is equipped with the proper tools and motivation to carry out their responsibilities. This committee also ensures organizational compliance with governing documents, legal statutes, funder requirements, and ethical best practices.

The chair of the Governance committee would ideally be the Board Vice President and the staff representative would ideally be the Executive Director. It is imperative that the President, Vice President, and Executive Director have a strong understanding of the distinct roles of the board and the staff.

The Governance Committee’s activities may include:

Board Recruitment

Assess existing board composition and prioritize skills/experience needed in new candidates.
Develop procedures for interviewing and vetting potential candidates.
Meet with prospective board members and recommend candidates to the board.
Recommend a slate of officers to the board, host the Annual Meeting, and run annual elections in accordance with bylaws.
Plan and implement the succession plan(s) for board officers and executive staff.
Suggest new, non-board individuals for committee membership.
Work with the Board Secretary to maintain appropriate files for each candidate/member.

Board Training, Development, & Accountability

Assess existing and needed knowledge/skills among board members.
Conduct orientation sessions for new board members.
Organize training sessions for the entire board.
Maintain relationships with and provide support to all board members.
Coordinate annual self-assessments of individual members, committees, and the board as a whole.
Ensure all board members meet their requirements as outlined in the bylaws and in respective role descriptions; work with the officers to address any issues.

Compliance

Facilitate the board's annual review of bylaws, policies, and other governing documents.
Make recommendations to the board on governance policies, practices, and procedures.
Monitor compliance with the organization’s bylaws and policies, nonprofit law, IRS tax code, funder requirements, and best practices.
Monitor and assess the relationship between the board and staff, and make recommendations to ensure that the board continues to function independently from and in conjunction with management.
Review and approve changes recommended by staff, including but not limited to issues regarding disclosures, policies, and ethical considerations.

INTERNAL AFFAIRS COMMITTEE

The Internal Affairs Committee addresses all internal and operational issues, including those related to finance, human resources, and facilities. Keep in mind that the board’s role is oversight, not daily administration or implementation. Board and committee members should defer to the plans and decisions of the staff member(s) responsible in each area. The board should be especially careful around personnel issues, taking care not to engage in decision making that should fall under the Executive Director's purview or activities that could undermine the ED’s ability to perform as the manager of the staff.

The chair of the Internal Affairs committee would ideally be the Board Treasurer and the staff representative would ideally be the Finance Director. It is imperative that the Treasurer, Finance Director, and Executive Director have a strong understanding of the distinct roles of the board and the staff.

The Internal Affairs Committee’s activities may include:

Budget & Finance

Review budgets initially prepared by staff.
Help develop appropriate procedures for budget preparations.
Report to the board any financial irregularities, concerns, opportunities.
Recommend financial guidelines to the board such as establishing a reserve fund, obtaining lines of credit, and overseeing any short- and long-term investments.
Work with staff to design financial reports; ensure that reports are accurate and timely.
Advise the ED and other appropriate staff on financial priorities and information systems.

Financial Audit

Interview auditors, review bids, and recommend selection of an auditor to the board.
Receive the auditor's report, meet with the auditor, and respond to recommendations.
Facilitate the filing of the IRS Form 990 through the auditor.

Personnel Policies

Approve certain personnel policies. (The Employee Handbook and its policies should mostly be the responsibility of staff leadership.)
Establish and annually review a salary structure as part of the policy review process.
Review/approve the benefits package as part of the budget process.
Note that Human Resources functions are NOT included in this list. Items such as staff supervision, disciplinary actions, separation, and grievances should be left to staff or a third-party HR services provider.

Program Evaluation

Facilitate strategic planning for programmatic priorities and new program development.
Monitor and assess existing programs; initiate and guide program evaluations.

EXTERNAL AFFAIRS COMMITTEE

The External Affairs Committee addresses all external topics including fundraising, communications, public relations, and advocacy. Keep in mind that the board’s role is oversight, not daily administration or implementation. Board and committee members should defer to the plans and decisions of the staff member(s) responsible in each area.

For example, board members should ask the Development Director how they can support fundraising efforts. If board members want to do a fundraiser, they should discuss it with the Development Director to ensure that their activities won’t compete with other planned efforts and that the organization’s administrative functions are able to support the board’s activities.

The chair of the External Affairs committee would ideally be the Board Secretary and the staff representative would ideally be the Development Director. It is imperative that the Secretary, Development Director, and Executive Director have a strong understanding of the distinct roles of the board and the staff.

The External Affairs Committee’s activities may include:

Fundraising

Be responsible for involving all board members in fundraising.
As needed, assist staff with the execution of fundraising efforts such as special events, direct mail, social media, phone-a-thons, peer-to-peer campaigns, etc.
Take the lead in certain types of outreach efforts, such as hosting fundraising dinner parties, stewarding and thanking donors, creating an event planning subcommittee, etc.
Monitor fundraising efforts to be sure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.

Communications & Public Relations

As needed, assist staff with the execution of communications efforts.
Identify and leverage existing relationships board members may have with stakeholders, community partners, etc.
Support the creation and dissemination of newsletters, social media content, web content, and other official communications.
Identify opportunities for board members to participate and encourage their efforts.
Develop and maintain contacts with the media.

Public Policy & Advocacy

Keep informed on relevant matters, especially those in the local and state context.
Bring proposals to the board for a declared public position or an organizational activity.

BENEFITS OF THE THREE-COMMITTEE STRUCTURE

Consolidating workgroups into fewer committees with more responsibilities allows the board’s work to be accomplished more efficiently, effectively, and collaboratively. Staff representatives and Executive Team members have fewer workgroups to monitor and fewer meetings to attend.

Groups that only meet sporadically or at certain times of the year are incorporated under more active workgroups, keeping each member engaged by having them work on multiple, related activities throughout the year. Each committee is responsible for a big-picture topic, which helps keep their core goals front and center.

The activities covered by traditional committees are still covered in the three-committee structure. These activities can be assigned to the committee as a whole, to an ad hoc subcommittee, or to a pointperson or two. With more insight into board members’ activities, leadership can more easily assess the capacity of each individual member and assign responsibilities accordingly.

The three-committee structure also provides clarity, particularly in setting appropriate boundaries between the Executive team and the rest of the board as well as between the board and the staff. Having specific groups with clearly delineated responsibilities helps manage expectations of board members, including those who may not have nonprofit experience.

The Best Nonprofit Board Structure