Operations

Board Officers and Committees: What Structure Works Best?

| Updated November 28, 2017

Choosing board officers, establishing board committees and more

A well-functioning board of directors or trustees is essential to the health and sustainability of any nonprofit. Here's what you need to know about board officers and committees.

Choosing board officers

Initial officers are elected by the board, typically during a vote at the first meeting. Most organizations start out with at least four officer positions:

  • Chair or president
  • Vice chair or vice president
  • Secretary
  • Treasurer

Officer roles and terms should be defined in your organization's bylaws or by board policy.

Board chair or president

The board chair oversees the work of the board and the organization's senior management team. The chair also works closely with the executive director or chief executive to make sure board resolutions are carried out. Additional responsibilities include:

  • Appointing all committee chairs and recommending committee members
  • Assisting executive director or chief executive in preparing agendas for board meetings
  • Assisting executive director or chief executive in conducting new board member orientation
  • Coordinating executive director's or chief executive's annual performance evaluation
  • Working with the governance or nominating committee to recruit new board members
  • Serving as an alternate spokesperson for the organization
  • Helping board members assess their performance

Vice chair or vice president

The vice chair is also a vital part of the leadership team. The vice chair carries out special assignments as requested by the chair and fills in for the board chair if necessary.

Secretary

The secretary attends all board meetings and is responsible for maintaining complete and accurate meeting minutes. The secretary is also tasked with monitoring compliance with the organization's bylaws.

Treasurer

The treasurer keeps track of the organization's financial condition and typically serves as the chair of the finance committee. He or she must understand financial accounting for nonprofit organizations and work with the executive director or chief executive to ensure that appropriate financial reports are made available to the board on a timely basis. The treasurer also reviews the annual audit and answers board member questions about the audit.

For context, see sample job descriptions for board officers from the Minnesota Council of Nonprofits.

Establishing board committees

The board of directors accomplishes much of its work through committees, which undertake work delegated by the board, make recommendations to the board for discussion and action, and enhance board productivity.

Common standing committees include:

  • Governance committee. Also known as the nominating committee, this group recruits and orients new board members and develops ongoing educational opportunities for the entire board.
  • Finance and/or audit and risk committee. This group reviews the organization's accounting policies and internal financial controls. It also works with the organization's audit firm, reviews the auditor's reports and makes the board aware of key risks facing the charity — and the strategies for dealing with risks.
  • Executive committee. This group is empowered to deal with issues that arise between the full board meetings. It also formulates the agenda for full board meetings. Membership of the executive committee is typically limited to board officers and the executive director or chief executive.

Other standing committees may include:

  • Fundraising
  • Investment
  • Personnel
  • Compensation
  • Marketing
  • Communications
  • Programs

Considering the three-committee model

Because of the concern that committees can multiply and become difficult to manage, some nonprofits have adopted a model that consists of just three committees:

  • Governance committee. As expected, this committee recruits new members, conducts orientation, produces board materials, and evaluates the performance of the board itself.
  • Internal affairs committee. This group handles all internal and operational issues related to finance, investments, capital acquisitions, human resources and facilities.
  • External affairs committee. All external issues — including fundraising, public relations, publications and marketing — are the responsibility of this group.

This model also allows for an executive committee, which consists of the board chair and the chairs of the three other committees.

The three-committee approach has various advantages. For example:

  • Each board member only needs to serve on one committee at a time
  • Fewer committees means fewer committee meetings, which translates to less work for staff and fewer demands on board members — and more time to focus on tasks rather than logistics (such as scheduling, prepping and managing meetings)
  • Because of their small number and the direct tie to the leadership of the board, the accountability lines of the three committees are clearer
  • Board meetings can be organized around reports from the three committees, reinforcing the importance of their work

Using ad hoc committees

The board may appoint ad hoc committees, also called task forces, as needed. These committees are different from standing committees because they're time-limited. Ad hoc committees may be created to oversee specific projects, such as a capital campaign, or to recruit a new executive director or chief executive.

Selecting committee members

Committee size depends on the needs of the board and the organization and a common sense assessment of how many people are needed to carry out the committee's work.

Committee members should be selected based on their experience, skills and interests. For example, a board member with an accounting background would likely be a good fit for the finance committee. Every board member should serve on at least one but preferably no more than two committees or task forces.

Current members of the board may serve on committees. In the U.S., some states also allow board committees to include nonboard members. For example, if your state laws permits it, your executive committee may include not only two or more directors, but the chief executive officer and chief financial officer as well.

As with individual board members, committees and task forces should be given written statements of their responsibilities, guidelines and goals. It's the full board's responsibility to regularly assess how each committee is functioning.

MissionBox editorial content is offered as guidance only, and is not meant, nor should it be construed as, a replacement for certified, professional expertise.

References

The Bridgespan Group: How should a nonprofit board of directors be structured?

Foundation Group: A nonprofit board of directors: What is a board? by Justin Williamson (2014)

The Bridgespan Group: Board job descriptions

Social Venture Partners: How nonprofit boards can effectively utilize committees (2011)

The Center for Nonprofit Resources: Board governance

Nolo: Nonprofit board committees by Stephen Fishman

Blue Avocado: Boards should only have three committees! by David La Piana

La Piana Consulting: Nonprofit board committees

The Chronicle of Philanthropy: Five reasons board leaders should have term limits by Rick Moyers (2011)

Minnesota Council of Nonprofits: Sample job descriptions for board officers

Nonprofit Works: Sample board and committee structure

DIY Committee Guide: Principle 2: An effective board will provide good governance and leadership by working well both as individuals and as a team

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Writer and editor grounded in the nonprofit health care arena