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So You Need (to Improve) a Governance Committee?

 The Governance Committee (GC) is the most important committee of your nonprofit leadership. Its chief responsibilities are to determine the membership of your board and measure the quality of performance of the board as a whole and of your individual board members.

If your organization does not have a GC, or the GC is less than constructive, here are "Six S's" to a strong GC.

  1. Service
    A GC should be governed by its own charter or mission statement. Its job is to make sure the board is performing at optimal levels, engaging and involving its members and planning for leadership succession.

    The GC should perform an annual assessment of each board member and the board as a whole. As a means for the assessment, the GC should distribute two questionnaires to board members: one for each member to evaluate his or her own board performance and one each member to evaluate the board's performance. After evaluating the results, the GC should report its findings and recommendations to board leadership and then develop plans to address any issues the assessments have identified.
  2. Size
    The size of the GC needs to be proportional to size of the board. Where appropriate, a smaller, more nimble group is better. If there are clearly defined groups of stakeholders in your organization, such as alumni, parents, clients, etc., have enough members to represent these constituencies properly. You may want to consider inviting non-board members to serve on the GC to provide an additional perspective to the group's deliberations.
  3. Selection
    The selection of board members is crucial and is the GC's most important responsibility. Analysis of the board's current composition and its needs going forward begins the process. Once "slots" for new members have been identified, all board members and key organization leaders should be consulted for suggested nominees.

    Often organizations trying to upgrade a board will engage non-board members in the GC to get perspective and to open doors to sectors they currently do not access. Adding non-board members to the GC also provides an opportunity to "audition" individuals who might be a good candidate for the board themselves.

    The GC is also charged with nominating future board leaders. Boards should consider leadership potential as new members are identified, recruited, and oriented.
  4. Structure
    The chair of the GC reports to the board chair and typically is appointed by the board chair. Consultation with the board chair, CEO, and chief development officer (CDO) in the GC meetings is recommended, though it is not necessary for these individuals to be sitting members of the committee. Generally, the CEO should be invited to attend all GC meetings.
  5. Supervision
    GCs should meet year-round at least on a quarterly basis and should report to the board regularly. It is the responsibility of the board chair to be sure this committee is meeting regularly.
  6. Support
    Staff support should be provided by the CEO or his/her office; such support should include documentation, scheduling of meetings, and administrative support.

Organizations that follow these six rules will see marked improvement in the performance and impact of their boards.

Dick Walker and John Bauser, Orr Associates, Inc. (OAI) © 2012, Orr Associates, Inc.

need-to-improve-a-governance-committee_Dick-Walker.jpgDick Walker, managing director, Orr Associates, Inc. (OAI), has more than 35 years of fundraising and development experience, primarily in the independent school sector.




need-to-improve-a-governance-committee_John-Bauser.jpgJohn Bauser, department head of strategy, OAI, has more than 35 years of executive management, fundraising, and advocacy experience and is responsible for OAI's strategic planning, development assessment, campaign feasibility study, and board development accounts.

Topics: Nonprofit Leadership and Practice