The Governance Committee: Why You Need One (That Works)

11/01/2020 4:01 PM | Anonymous

By Amy Schiffman, ACN Member

Are you growing a little tired of statements prefaced by words like “In these uncertain times …?”  Me too. But it’s a little hard to avoid these days. So, I’ll just come right out and say it: the world is in a state of upheaval, so if your board of directors is not firing on all cylinders, your nonprofit is in deep (or at least deepish) trouble.

Let's focus on how you get to a professionalized, focused, strategic board – one that concerns itself with capacity building and is able to help the organization withstand troubling times. As a fundraiser, you might think I’d be most concerned with your resource development committee, but you would be wrong. As a consultant who has spent over 25 years working with nonprofits to build sustainable futures, I believe that your board development committee (aka committee on trustees/nominating/by-laws/governance) is the single greatest asset on your board – no contest. And it’s the key to a great fundraising program, because if the governance committee is not doing its job, it’s likely nothing else is working.

What do I mean by “not doing its job?” If the governance committee is either a) not meeting, b) not well managed or c) has no idea what it’s there to do, it’s not far-fetched to assume that your standing board committees aren’t in great shape, either. Why? Well, let’s review the governance committee role and function and then revisit that question.

It is the job of the governance committee to promote, maintain, and ensure the health and well-being of the board of directors. This work generally focuses on four to five major areas. They include:

1.    Helping to ensure board members know what their job is this includes standing board committees:

  • Regularly update the board member role description and train board members on what is expected of them.
  • Ensure that all standing board committees have updated charters or role descriptions, annual goals and work plans. Provide training on an annual basis to all standing board committee chairs so they know how to do their job. Don’t assume they do.
  • Assist the board in periodically updating and clarifying the primary areas of focus for the board and help shape the board’s agenda for the next 12 – 24 months, based on a current strategic plan.

2.    Ensuring a healthy board member pipeline and a diverse representation of voices:

  • Regularly examine board composition and develop an “ideal candidate profile.” Current board members should be aware of the characteristics, attributes, skill sets, network, demographics and access to resources available on, and missing from, the board. Once you identify the skill gaps, you know who you’re looking for.
  • Develop and “work” the board candidate pipeline to ensure that new volunteers are introduced to board and committee work, and promising board candidates are cultivated and educated.
  • Manage the board nomination and election process and create and manage an onboarding program that includes a board manual for new members.
  • Ensure that term limits are enforced and assess individual board members’ interest in continuing on the board. Help board members assess their board and committee work and identify ways in which they can help the organization reach its goals. This includes helping board members choose a role on a standing board committee.

3.    Helping to educate, professionalize and build team spirit:

  • Provide a mentor for new board members.
  • Ensure board members receive ongoing professional development and training on topics such as fundraising, financial literacy, donor cultivation, policy updates and sector-specific information.
  • Bring the work of the organization to board meetings via “mission moments” and regular opportunities to hear from clients, students, department chairs, clinicians, alumni, etc.
  • Provide regular board retreat and team building opportunities.

4.    Setting goals and evaluating the board’s effectiveness

The board should self-assess on an annual basis, both as a team and as individuals. If you’re not setting goals and taking the time to determine whether or not you’ve reached them, how will you evaluate success? How will you identify challenges and opportunities for growth? 

  • Ensure the board is working from a current strategic plan. If there isn’t one, work the executive committee to develop a strategic planning task force. The work of your standing board committees should be guided by the goals established in your strategic plan. No plan = no roadmap + no vision to share with donors and key stakeholders.
  • Review periodically the board’s by-laws as well as practices and policies around confidentiality, conflict of interest, term limits, fundraising expectations, etc.

5.    Ensuring healthy leadership succession

  • To ensure strategic board leadership succession planning, track current board roles and forge a path for promising future leaders. This process should outline the ideal steps to be taken toward executive committee and board chairmanship engagement.
  • Create a nominating subcommittee process that drives the nomination of new board members, the election of board members to leadership positions and the formalization of renewed terms. Track terms and term limits, ensuring that the board is continually focused on the development of diverse new leadership.

So now back to our question. Why is this committee so critical? If the governance committee is doing its job, then the rest of the board is engaged in meaningful committee work, board members are focused on capacity building, and the board is provided with the training and resources they need to do their jobs well. If the governance committee is either dysfunctional or inoperative – well – I’m guessing you know what happens. If that feels a little too familiar, let’s give your board development committee the role description I’ve outlined above. It’s a start. J

Amy Schiffman is president and CEO of Evolve Giving Group. She and her rock star team can be found at so feel free to reach out with comments or questions.

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