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Building a new not-for-profit organization: What to expect from your committees
By Paulette Vinette, CAE
April 20, 2009

This is the third in a series of articles focusing on key steps in building a solid not-for-profit organization. As referenced in the first two articles, we have relied on the excellent information offered in the Government of Canada’s Primer for Directors of not-for-profit corporations (Rights, Duties and Practices) for the content of these articles.
Purpose of Committees
There are many purposes for appointing committees to serve the board of a not-for-profit organization. Here are three broad categories, keeping in mind that categories can vary according to the mandate and type of organization.

Governance: The board of directors is a committee, and so is the executive committee. They perform the basic role of any committee, which is to formally draw together people of relevant experience to share information and coordination actions. Their level of autonomy and accountability is set out in their Terms of Reference, which is explained later in this article.

Coordination: The board typically appoints committees to coordinate work on specific topics. Examples include the finance committee, marketing committee, membership recruitment committee, audit committee, fund-development committee, conference/congress committee, nominating committee...and the list goes on. These are known as "Standing Committees" because they are permanent and usually enshrined in the organization’s by-laws.

Research and recommendation/advisory committee: The board may appoint a special committee to conduct research and make recommendations for the board’s consideration, or use its expertise to create advice for the board’s consideration. Such committees are usually dissolved upon submission of their final recommendation. Some organizations call such temporary, fixed-mandate groups a "task force" or a "working committee."

Committee accountability
As we learned in article one, committee are accountable to the board, which are accountable to the members.

A common practice is that the board appoint a committee chair, who then selects committee members based on documents provided by the board. These include:

Committee terms of reference

Organization’s strategic plan

Organization’s by-laws

Committee Terms of Reference
A committee Terms of Reference is a written document that outlines why and how the committee is expected to function and how this fits in the overall work of the organization. Topics that should be included in a Committee’s Terms of Reference include:

Name of the committee. The "formal" name of the committee and the acronym if one is commonly used.

Purpose of the committee. What is the mandate of the committee; what is its purpose/job?

Accountability of the committee. Who does the committee report to and with what frequency?

Responsibilities. What are the duties and responsibilities that have been assigned to the committee? This section should include committee procedures on how to operationalize their duties and responsibilities.

Committee composition. Who is required to serve on the committee (example - is a board member required)? What skills must be available through the committee members (example - ability to read financial statements, fluency in marketing/communication/public relations, fundraising skills, lobbying skills, etc.)

Chair selection process. How (under what circumstances) is the committee chair appointed. Typically, the board appoints committee chairs. Note: The term "chairman" has lost popularity in our gender-neutral society.

Terms of office. How many consecutive months/years/terms is an individual expected to/allowed to serve on the committee

Frequency of meetings. What is the minimum number of meetings the committee should hold and in what format (in-person, teleconference, etc.)?

Name of staff liaison. If your organization has staff, what staff position (not a person’s name) is assigned to support the committee?

Committee’s checklist

Subject To be conducted by How often Comments

1. Committee structure
Full board

Annually
Is the existing committee structure the best division of responsibilities to accomplish the corporation's mandate and the board's work? Are the terms of reference and membership of each current committee clearly stated somewhere in the corporation's documents? Is there adequate insurance coverage in place to deal with any claims that may arise from committee work?

2. Mandating of committees Full board and committee chairs At inception of committee Do the committee terms of reference provide for: chair (how selected); composition (size and how selected); reporting responsibility (to whom and when); mandate (scope of authority); nature of authority (report, recommend, and act); and, resource and/or staff support?

3. Committee procedure Full board and/or committee chairs
Annually
Are committee procedures clearly stated? Is there recourse if there is a challenge to the fairness of a committee's proceedings?

4. Standing committees
Full board

Annually
If the bylaws provide for standing committees, are they mandatory or optional? Are the required committees functioning?

5. Operations
Full board

Annually
Is there an executive committee, or other body, responsible for dealing with the corporate matters between board meetings? If not, what is the procedure for taking decisions that cannot be dealt with by the full board in a timely way?

6. Governance
Full board

Annually
Is there a committee responsible for overseeing board governance issues, such as a nominating committee? If not, how are these issues dealt with?

7. Audit
Full board

Annually
Is there a committee responsible for liaison with the auditor, and if not, whose role is this?

8. Finance
Full board

Annually
Is there a committee responsible for overseeing the corporation's financial operations, and if not, whose role is this?

9. Advisory committees
Full board

Annually
Is the role and membership of any advisory body clearly set out somewhere is the corporation's documents? Is adequate insurance in place to cover any liability that may arise from such work?

(Source: Primer for Directors of not-for-profit corporations)
In next month’s article, we will explore risk management strategies for a new not-for-profit organization.
Paulette is President of Solution Studio Inc., a consulting practice that serves the not-for-profit association community. Paulette co-authored two manuscripts on risk management & not-for-profit organizations and regularly conducts risk management, strategic planning and board development workshops. She can be reached at 1-877-787-7714 or Paulette@solutionstudioinc.com.

Subject	To be conducted by	How often	Comments
1. Committee structure	Full board	Annually	Is the existing committee structure the best division of responsibilities to accomplish the corporation's mandate and the board's work? Are the terms of reference and membership of each current committee clearly stated somewhere in the corporation's documents? Is there adequate insurance coverage in place to deal with any claims that may arise from committee work?
2. Mandating of committees	Full board and committee chairs	At inception of committee	Do the committee terms of reference provide for: chair (how selected); composition (size and how selected); reporting responsibility (to whom and when); mandate (scope of authority); nature of authority (report, recommend, and act); and, resource and/or staff support?
3. Committee procedure	Full board and/or committee chairs	Annually	Are committee procedures clearly stated? Is there recourse if there is a challenge to the fairness of a committee's proceedings?
4. Standing committees	Full board	Annually	If the bylaws provide for standing committees, are they mandatory or optional? Are the required committees functioning?
5. Operations	Full board	Annually	Is there an executive committee, or other body, responsible for dealing with the corporate matters between board meetings? If not, what is the procedure for taking decisions that cannot be dealt with by the full board in a timely way?
6. Governance	Full board	Annually	Is there a committee responsible for overseeing board governance issues, such as a nominating committee? If not, how are these issues dealt with?
7. Audit	Full board	Annually	Is there a committee responsible for liaison with the auditor, and if not, whose role is this?
8. Finance	Full board	Annually	Is there a committee responsible for overseeing the corporation's financial operations, and if not, whose role is this?
9. Advisory committees	Full board	Annually	Is the role and membership of any advisory body clearly set out somewhere is the corporation's documents? Is adequate insurance in place to cover any liability that may arise from such work?