Governance Committee: 12 Key Tasks

A nonprofit corporation is ultimately governed by its board of directors, but a board may create committees to assist in fulfilling the board’s duties. Among the most common and important committees utilized by boards is a governance committee.

The governance committee is generally responsible for reviewing the governance structures and practices of the organization and reporting its findings and recommendations to the board. This may include a careful examination of the board’s composition, the needs of the board to effectively fulfill its duties and responsibilities, the mission and vision of the organization, and its governing documents (typically, the articles of incorporation and bylaws).

12 Key Tasks for the Governance Committee

Develop a board member, committee* member, and officer** recruitment strategy, taking into account desired skill sets and diverse perspectives
Continually identify and recruit candidates for the board, committee and officer positions consistent with such strategy
Develop, and ensure appropriate implementation of, a board, committee, and officer orientation and onboarding strategy, which emphasizes appropriate respect of diversity, inclusion, and equity
Develop and implement a plan for continually educating the board, committees, and officers, and continually strengthening the bonds among such individuals to encourage independent expression of ideas and collaborative decision-making
Periodically review the defined and adopted mission and vision statements of the organization and whether they are consistent across documents and activities
Periodically review the governing documents of the organization and whether they are consistent with applicable laws and actual or desired organizational practices; amend such governing documents, as necessary
Develop and review other governance policies to guide effective oversight and thoughtful planning
Review the performance of the board and committees, including the effectiveness of meetings, and make recommendations, as appropriate
Review the performance of, and any perceived or actual conflicts involving, individual board members
Ensure timely and compliant elections of board members and officers
Recommend retention and re-election of incumbent board members, as appropriate
Recommend the request for resignation or removal of a board member, as appropriate

* Reference to “committees” above are generally to those committees with governance-related responsibilities that report to the board

** References to “officers” above are generally to those officer positions that are to be occupied by board members or other volunteers

Additional Tasks that May be Delegated to the Governance Committee

Develop a job description for the Executive
Conduct a regular performance review of the Executive
Approve any change in compensation of the Executive (possibly for recommendation to the Board before its final approval)

Legal Perspectives on the Governance Committee

Composition. In determining who should be members of the governance committee, a board should decide whether or not the body should fall within the definition of a “board committee” (i.e., one that is composed solely of board members). If the composition of the committee is not restricted to board members, which may be perfectly appropriate, the board should determine whether it is entitled to legally rely upon the information, opinions, reports or statements prepared or presented by the governance committee. Depending on state law, the board may only be able to rely upon a committee that is not a board committee if it is solely composed of board members, officers, employees, and/or professionals or experts who have competence on the particular matter at issue.

Delegated Responsibilities. In determining what responsibilities should be delegated to the governance committee, a board should exercise reasonable caution if the committee’s role is more than advisory. In such case, the board should also exercise appropriate oversight over the decisions and actions of the committee. For example, if the committee is tasked to develop and implement a board recruitment strategy, the board should review the written strategy before it is implemented. The board may also want to provide some guidelines to the committee up front so the strategy addresses areas of importance to the board (e.g., racial diversity, gender diversity, experiences relevant to the organization’s beneficiaries) that might not be factor into the committee’s plan (which might be focused more on fundraising capacity and professional skill sets). Similarly, if the committee is tasked to develop a governance policy, like a whistleblower policy, the board should ensure the committee has the capacity to develop a policy that is compliant with applicable law and appropriately addresses the organization’s risk areas. In addition, the board should have an opportunity to review the final policy before it is formally adopted.

Review of the Articles and Bylaws. The articles of incorporation and bylaws of the organization should be reviewed at least every few years and whenever the committee or the board is aware of a change in the law or governance practice that is inconsistent with one or more provisions of the governing documents. Perhaps the most important change to look for is a change to the purpose of the organization. Mission statements typically evolve over an organization’s lifespan, but it’s not uncommon for an organization to fail to update its purpose statement in its governing documents as its mission changes. Where the mission statement is inconsistent with the governing documents, the organization may be acting outside of its authority and breaching the charitable trust imposed upon its assets. See 7 Reasons to Review Your Bylaws Now and Amending Bylaws of a California Nonprofit Corporation.

Diversity and Recruitment of Board Members. Diversity has an expansive definition that may provide limited guidance if offered as a directive to a governance committee. So, it will generally be preferable to spell out more precisely the diversity mandate – whether it be to increase the representation of a particular race or ethnic group or of past or current beneficiaries or of some other category. And adding diversity is an insufficient goal in and of itself. The governance committee must consider how the board and the organization will build a culture of inclusion that does not treat any board member as a token or single representative for the entire group with which she or he may identify. Further, the governance committee should consider why and how a diverse board can (1) enhance the organization’s ability to further its mission, vision, and values; (2) better understand the challenges, risks, and inequities the organization faces and should seek to manage or address; and (3) contribute to the overall public good. It should be very clear that whether board members are meeting their fiduciary duties to act in the best interests of the organization are related in part to their action or inaction on matters of diversity, inclusion, and equity. See Diversity, Inclusion, and Equity (BoardSource) and Why diversity, inclusion, and equity matter for nonprofits (National Council of Nonprofits).