A more descriptive name for Governance Committees is probably Board Development Committee or Board Affairs Committee (but not that kind of affair!). A Governance or Board Development Committee is something like the HR Department of the board of directors. Its responsibilities:
- Recruit, screen, and recommend candidates for new board members
- Identify and recruit people for board officer positions, and manage officer elections, which may involve bringing a slate of officers to the board
- Pay attention to the integration of new board members
- Conduct an assessment of the board’s performance, perhaps as a self-evaluation, perhaps with input from others
- Organize board education
- Propose and implement board policies, such as a board conflict of interest policy
Three or four people (or even two) are enough for a strong Governance Committee. Ideally they are in synch with the current board leadership and the executive director, but they are also forward looking.
A common mistake is to think first (or only) of veteran board members for the Governance Committee (or Nominating Committee).
It is important to have known and trusted board members on this committee, but often new members better reflect the future directions of the organization and its constituencies (they also have the energy for improving board functions; they haven’t gotten used to poor meetings, for example).
Alternatively, the board president and the executive director make sure that these tasks are performed, often as task forces.Instead of a permanent (standing) committee, the board can create a task force (a temporary committee) to conduct a board evaluation for example.
A quick look at each of these responsibilities:
1. Recruits, screens and recommends candidates for new board members: The GC can ask the full board what kinds of board members are needed and for specific suggestions. Some boards bring on new members on a rolling basis, while others recruit a group at a time, sometimes at the end of the fiscal year, or to jump start a fresh board outlook. The full board approves or rejects nominations from the Governance Committee.
2. Identifies and recruits people for board officer positions and manage officer elections, which may involve bringing a slate of officers to the board. A good trend is the movement away from long queues where a person moves more-or-less automatically up a ladder towards the board chairmanship. Such a system prevents talented people from taking early leadership, and a person selected, for example, six years ago to be VP for Membership may not be the Board President the organization needs right now.
3. Pays attention to the integration of new board members: Some boards – especially large boards or those that bring in a”class” of several board members at a time – hold formal orientations that might include a tour of the facility and presentations by senior staff (and perhaps the founding board chair, or other community leaders). Others orient board members more informally, perhaps with a lunch held with two new board members, two veteran board members, and the executive. Perhaps more important than the “board orientation” itself is informal, just-in-time coaching and inclusion by others. Governance Committee members might be attentive to saying, “Anita, our next meeting is going to focus on the clinic’s budget. As a doctor, we’d appreciate your input. . . could you attend the next Finance Committee meeting?” or “Victor, now that you’ve been to a couple of board meetings, would you like to get together for coffee and I can explain why everyone is so hyper-sensitive about the word ‘lawsuit’?”
4. Conducts regular assessments of the board’s performance, perhaps as a self-evaluation, perhaps with input from others: Many boards do a fast survey of themselves to see how satisfied they are with their performance. Survey questions might include:
- How satisfied are you with how well the board understands theÂ organization’s financial situation?
- How satisfied are with how well board members follow through on tasks for which they volunteer?
- What improvements would you like to see in how the board and the executive director work together?
- How do you assess the work of our board chair?
In some situations a board will want to look more closely at some aspect of its work. It might conduct an anonymous survey of staff members to see how they perceive board members and what the board does. It might want to hold some small group meetings with the executive and talk about how he sees the board’s work as a whole, or how she sees the value of various individual board members.
Don’t spend too much time deciding how to do the assessment. However you do it, it will spark a board discussion that reflects on what the board is supposed to do and how well it is doing at its job.
5. Organizes board education: With a likely parallel in nonprofits, a national study of for-profit boards by McKinsey showed board members felt well-informed about their companies(such as an airline), but strongly wanted more information about the industry Board members need and want to know about their “industries” (day care for people with Alzheimer’s, ethnic theaters) as well as about the programs, finances, and community positions of their own organizations. In addition to BRIEF staff presentations, have board members make presentations on their areas of expertise. Board Cafe and Blue Avocado columns are useful for Governance Committees because they can be easily copied and handed out (such as previous columns on Ten Ways toInvigorate Board Meetings,” “A Board Member’s Guide to Nonprofit Insurance,” or “How to Take a Public Policy Stand.”
6. Proposes and implements board policies, such as a board conflict of interest policy. Rather than clutter the bylaws with policies, it’s better to have a set of board-related policies. Some to consider, along with links to adaptable model documents from CompassPoint Nonprofit Services:
- Conflict of interest
- Requirements for board members
- Whistleblower protection
- Policy on taking public policy stands
- Code of Ethics
- Gift acceptance policy
One possible pitfall with Governance Committees is that they can get carried away and start taking over from the Executive Committee (if there is one) or the whole board. They can forget that they are there to support the full board, the executive and the board leaders, rather than supplant them or overpower them in areas such as whether or not to have a board retreat, whether board members should be required to “give or get,” who should be on which board committee, and so forth.
If these key tasks are already getting done on your board without a Board Affairs Committee, there’s no need to create one. But such a committee is often a straightforward way to help define the work of the board, the work of board members individually, and to strengthen that work.