Boards Should Only Have Three Committees!

Consultant David La Piana discusses how boards tend to be frustrated with their committees when they don’t know how to organize them.

Boards Should Only Have Three Committees!
4 mins read

Boards tend to be frustrated with their committees, but often don’t know what to do about them.

Use this article from consultant David La Piana to kick off a common-sense discussion and make the changes you know you should be making!

Many nonprofits have too many board committees doing too little work.

Most nonprofit organizations have too many board committees doing too little work. A typical nonprofit has several committees, such as Finance, Personnel, Development, and of course an Executive Committee.

Often, when one committee malfunctions, the board appoints another.

For example, when the Development Committee fails to raise funds, the board may appoint a special Annual Giving Committee to manage the yearly fund appeal. When none of this actually produces any appreciable increase in donations, the board may then charter a Major Gifts Committee to go after big donors.

Therefore, in most cases, nonprofits do better by replacing this cumbersome structure with a simple three-committee structure consisting of Internal Affairs, External Affairs, and Governance.

In addition, there should be an Executive Committee consisting of chairs from each of the three committees and the Board President/Chair; however, this committee should not be allowed to take over the decision-making function of the board as a whole.

This structure has several key advantages:

  • Each board member serves on just one committee and focuses on interrelated issues.
  • It requires fewer meetings, making less work for staff.
  • The accountability lines of the three committees are clear.
  • Board meetings can be organized around the three committees’ reports, reinforcing the importance of their work and affording more time for “generative thinking.”

Committee responsibilities.

Internal Affairs Committee: All internal and operational issues-including those related to finance, human resources, and facilities-are handled by this committee which is staffed by the CFO and the Director of HR (or the ED where these positions do not exist).

External Affairs Committee: All external issues-including fundraising, public relations, and marketing are the responsibility of this committee, which is staffed by the Development Director (or by the ED).

Governance Committee: This committee is responsible for the health and functioning of the board. It recruits new members, conducts orientation, produces board materials, and evaluates the performance of the board itself. This committee, staffed by the ED, is arguably the most important of the three. It is responsible for ensuring the effectiveness of the current board and for recruiting tomorrow’s leaders.

The Executive Committee: Many nonprofits have an Executive Committee, typically conceived with a mandate to “take care of issues that come up between board meetings.” Over time, however, an Executive Committee often begins to usurp the role of the board. It works closely with the ED and so hears of issues before they come to the full board, helping the ED to resolve them in advance of the next board meeting. As a result, board meetings can become a series of reports by this committee and the ED on actions they have taken. Over time, other board members may feel they have no meaningful role in decision-making.

Our advice: If your board meets fairly frequently — monthly or bimonthly — task your Executive Committee with organizing the agenda and nothing more. The only exception should be a true crisis in which the executive needs help.

In conclusion, nonprofits that have adopted this three-committee structure and that have limited the role of the Executive Committee, as described above, report that their boards have become significantly more effective as a result.

See also:

About the Author

David La Piana is President of La Piana Consulting; he has spent nearly three decades in the nonprofit sector as a consultant, executive director, program director and community organizer. He has served on many nonprofit boards and is chair of the board’s Governance Committee at the Craigslist Foundation.

Articles on Blue Avocado do not provide legal representation or legal advice and should not be used as a substitute for advice or legal counsel. Blue Avocado provides space for the nonprofit sector to express new ideas. Views represented in Blue Avocado do not necessarily express the opinion of the publication or its publisher.

36 thoughts on “Boards Should Only Have Three Committees!

  1. I agree. I truly believe in well functioning Board Committees, and often struggle working with smaller nonprofits who don’t have paid staff to support the "usual" committee structure This sounds like a very manageable system.. What about the mandated "audit" committee?
    Bonnie Wright

  2. Hi David,
    This is an attractive approach in its simplicity. I have two questions. In what forum do boards handle the business of the program or mission? And, what is your recommendation for boards that need to take programmatic decisions regularly, such as community development corporations that need to approve loan agreements on new building construction?
    Mike Allison

    1. Hi Mike: Most EDs complain that their board gets too much into program rather than too little so I have found a simple rule – if something programmatic is important enough for board discussion, bring it to the full board, and limit the discussion to what is appropriate at that level. There are always exceptions, of course. If there is a routine need to approve programmatic initiatives for legal reasons, maybe that can be done by a board committee but I would look really closely at whether it is required or just what the board would like to spend its time on, in stead of development for example.

  3. David-Small is indeed beautiful. In the past few year our Board structure was transformed from 10 standing Committees to 3 standing Committees (Audit, Finance, and Governance). We abolished our Executive Committee and now deal with business with the full Board. In addition we provided for special purpose Task Forces that are time limited and task specific. They do their work for a brief period and then go out of business. We further rightsized by limiting elected officers to two positions: Board Chair and SecretaryTreasurer. So far this has worked admirably and high touch has been transformed into high performance. We also downsized the Board from 25 members to 16 or 17 members. All of these changes are making differnces in the Board discussion and work product. Next we will be working on limiting the number of meetings needed to do our Board work. I hope this information gives others the inspiration to dive in. Chuck Richman

    1. I’m intrigued. Who took the minutes of meetings? Filling either the Treasurer or Secretary position is one of the most difficult tasks I’ve encountered especially with a small board. What did you expect of the Treasurer half of the position? Is this same personinvolved with all financial aspects of the organization or only reporting or rubber stamping the financial reports they receive from staff?

    2. Would you be the Chuck Richman of NJ, Deputy Commisionder of Community Affairs?
      If so, congrats to making government at least more efficient… (and hopefully, more effective.. in a good way!)

  4. RE: Audit Committee: If it is mandated then it is a kind of task forvce that meets for a month a year and goes away.

  5. Thanks Gail
    Yes, I have worked with many who have implemented this approach. The longest is my old organization where I was CEO for 16 years, and left 12 years ago, still gonig strong.

  6. I don’t’ agree. We’ve been engaged in an alternate strategy for several years. Our faith-based 501c3 (Love INC Sacramento) is a social service organization that works with local congregations to help folks in need. We BADLY needed local Sr. pastors and other community leaders on our board, but we could not expect them to say yes to 10 or more commitment dates a year. So our Executive Committee meets between quarterly board meetings and handles day-to-day stuff which appears on a consent calendar for approval at quarterly board meetings. After five years into the transition we have 8 (not 1) Sr. Pastors and a handful of folks from key community organizations.
    We’re delighted to have our Executive Committee usurping the day-to-day operations of the board because it allows us some quarterly time to focus on things that are more strategic. I’d be pleased to receive any responses or to engage in some further discussion. Ron_Ellis at 2SS dot com.

    1. Hi Ron

      My rule #1, if it works, great!

      The questions I have are whether the board members who are not on the ex com feel sufficiently informed about the organization’s life, including its business, to be able to step in during a crisis, and whether they are well enough informed to be considered “prudent persons” if a legal question arises as to some practice the board has either approved or not known about.

      Also, it sounds like most of the pastors are doing programmatic work through the organization, which is great! But sometimes people who are so committed to the mission don’t pay attention to “details” like finances and legal requirements.

      But if you have these bases covered, great, I am glad to hear fo your success.

      1. Thanks for taking note of my comment David and for your thoughtful concerns. The bottom line for us is that having these folks present on even a limited number of occasions is so much better than the alternative that we’re pleased to do it! Put in other words we might ask, in a crisis if it better to have the top representatives of our participant organizations (e.g. churches) involved somewhat or not at all? For us that question answers itself, and was anweered again recently when several of our pastors were on-stage together and made comments about working together as board members!

  7. Yeah! I run a not-for-profit theatre company, and this kind of counsel is exactly what I’ve been looking for. This is just the thing to free our board up and focus them on productive, positive tasks!
    Thanks so much!

    1. We must remember the Blue Avocado is advice not law or rule. Each non-profit must evaluate their board and do what works for the organization. In most cases, if there is a executive committee it was formed because it was needed.

  8. I really like this approach. As the only staff person and everything done by volunteers, it makes my life simpler. I’ve already started my board thinking about their "advisory board" and making two "Relationship Ambassador" boards: 1 Advisory and 1 Partnership with the partnership board consisting of board members and community members who carry out events, etc. and are the doers. With only 9 board members, this simplified committee makes perfect sense.

  9. David,

    I agree with the Executive Committee, but disagree that you can do all your work with only 3 committees. I run a large non profit and if we only had three committees we would have way too much work to do at the board level. I think it can work for smaller non profits with not too many moving parts or programs. But, again I do agree with the Executive committee. Also, the consent agenda works really well with the larger committee structure. Thanks.

  10. David,
    Thank you for this innovative approach. I am – presently – the only, and part-time, staff person of a faith-based nonprofit. It has existed since 1980 and has a board comprised of clergy and laity from the 9 supporting churches in our fairly spread out geographical area. We meet 4 times per year as a board. Our Executive Committee, however, meets monthly and functions exceedingly well – which I’ve been told is problematic. I introduced your model as a way to both engage our Board members and spread out the power of the Exec Comm. (We otherwise have non-functioning committees). Plus, VERY strong leadership by the Director, who has been here since inception.
    The questions I am getting are concerns over work getting done & prepared before Board meetings, without Exec Committee oversight, and where programming would fall in this committee structure.
    Many thanks,
    Columbus, GA

  11. David:
    I certainly agree with your viewpoint. See a pdf copy of my 1995 book, Policy vs. Paper Clips:Selling the Corporate Model to Your Nonprofit Board" at
    Eugene Fram

  12. Our Board has a Fundraising Committee. How do you manage the time it takes to address general fund raising issues and fund raising events? I find that Board members find it difficult to commit to the time it takes. I like the idea of having an External Affairs committee.

  13. I like the idea to some extent, but have to disagree about the "Executive Committee." Ours does much of what your "Internal Affairs" committee does, some of what your Governance Committee does, and occasionally covers a bit of the "External Affairs" territory. It reviews the proposed budget in detail, discusses the Board agenda, drafts or revises policies as needed, reviews financial reports, and so on. It makes very few decisions on it’s own, but deals with the details and makes recommendations to the board. Depending on the talent on the committee, staff may use them as a sounding board for a new idea, ask advice on dealing with a sticky situation, or whatever. It works well in that the Board doesn’t try to micro-manage it’s staff, but virtually all final decisions (outside of day to day operations) are left to them. It may be that some people don’t feel sufficiently involved (always a problem with part time board members), but the majority of the Board wants to discuss issues (which is a big part of our mission) rather that the details of the document retention policy, or how much we need to budget for next year’s newsletter. Rita Ulrich – nonprofit staffer

  14. Excellent ideas from another perspective in addition to those mentioned. A streamlined, 3 committee, structure will require executive leadership and governance to identify, define and improve organiztional systems, operations and processes. The multiplied committee structure decreases the visibility of gaps in basic organization process and accountability. Three committees would improve board (and leadership) ability to see the whole picture (versus dealing with fragments of dysfunction).

  15. We are an emerging nonprofit – very beginning stages. Love the idea of three committees but we have major strategic goals within each of the committees you recommend. Do you set up additional committees within each of the three major ones? Ie. External Affairs (media / Grants / funding etc) Each of the ones mentioned would be too great a burden for just one committee to handle.

    1. It depends on the scope of your committees. If there are significant tasks for each one on specific topics, then it would make perfect sense to break into subgroups to tackle each goal.

  16. Agree and love it. Exec Committee were doing it’s role, some of which is between meetings, it would empower lean on the other committees not make them impotent. They should have the last vote, not the first. They should ensure the many processes come together to inform decision-making, not make decisions themselves. They should ensure that the governance committee has the processes and policies in place and ensure that governance education happens at each meeting. They should represent the unified voice of the board, not be the voice. And they should provide connection to other board members and access to expertise for the ED through their strong relationship. Most of all they should know like the back of their hand the application of governance principles.

  17. Agree and love it. Exec Committee were doing it’s role, some of which is between meetings, it would empower lean on the other committees not make them impotent. They should have the last vote, not the first. They should ensure the many processes come together to inform decision-making, not make decisions themselves. They should ensure that the governance committee has the processes and policies in place and ensure that governance education happens at each meeting. They should represent the unified voice of the board, not be the voice. And they should provide connection to other board members and access to expertise for the ED through their strong relationship. Most of all they should know like the back of their hand the application of governance principles.

  18. Hello! We are looking to restructure our committees. I was wondering…we currently have a legal standing committee. What does one do about legal? Also we have an Audit committee who works closely with the auditors at specific times of the year. I imagine that would be internal relations but we wouldn’t want to meet as internal relations for every meeting with the auditors? Thoughts???

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