I have noticed that one of most challenging committees to manage on nonprofit boards of directors is the governance committee. Of the four organizations for which I’ve worked where I’ve had some visibility into the board operations, managing a governance committee has been met with mixed success at best. I have seen this from the staff perspective and even chaired a governance committee as a board member. Every time, the management of this particular board committee seems to be a struggle.
Finance committees tend to be relatively easy to manage because the charter is so clear – oversee the financial health of the organization. Development committees can be a struggle too, but I suspect that has more to do with the fact that board members are often uncomfortable with their role in fundraising for the organization and less to do with the committee. What is it about a governance committee that makes it so difficult for it to be a committee that improves organizational impact rather than a ball and chain for the organization to drag around?
One of the main issues is that board governance work tends to be amorphous – like an amoeba, changing shape as it gobbles up disparate tasks. There is generally a fair amount of agreement across organizations that a central role of the governance committee is the recruitment of new board members. Recruitment then leads to how those new board members are incorporated into the board of directors through, say, a board orientation. From there, it’s easy to get to ongoing board education so that new board members can join their seasoned colleagues together in understanding the work of nonprofit boards and their chosen organization. To get to recruitment, of course, a committee needs to identify how many board members are needed. That is obviously connected to assessing whether any board members are completing their terms or, perhaps, need to be asked to complete their terms whether they think they are done or not. To make that assessment, it can then be helpful to ask board members to assess themselves, or if we’re really ambitious, assess the entire board’s function. And term limits, of course, are dependent on the organization’s by-laws and their regular review.
I think I see the problem. A governance committee’s charter can be defined and prioritized any number of ways. Who gets to define those priorities is based on who happens to be the Executive Director and on the board at any given time. Further, the people you need around the table to recruit new board members may be quite different from the people you need to manage the bylaws. Those folks are also probably different from the folks who gravitate towards things like group assessments, training, and culture building. The finance committee needs people who like to look at spreadsheets. The development committee needs people who like fundraising (I know they exist out there somewhere…). The governance committee needs people who: are ambassadors and networkers, love the nitty-gritty details of by-laws, and are adept at group culture-building. I know there are folks like this out there, but they are few and far between. More often, a board has someone who maybe has one or two of those skills, which is only useful if the governance committee’s charter is clearly defined and happens to be aligned with the skillsets and interests available on the board at that particular moment in time.
Perhaps the place to start with any governance committee is the establishment of clear committee priorities. Recruitment will always be an imperative for any governance committee. In addition to new member recruitment, what additional areas can the committee focus on each year? Those priorities should be reassessed intentionally and periodically to meet the needs of the organization at a moment in time, not forevermore.
I’m not sure governance committees will ever escape their amoeba-like qualities. But perhaps being honest about the scope of tasks that fall to the governance committee and regularly reassessing the committee’s priorities will enable them to be a productive tool for organizational learning and growth.