The Role of the Governance Committee

The impact of the governance committee is far-reaching—the character of a board and indeed the effectiveness of the organization itself, emerge from its efforts.

Some call it the committee on the board. For others it is known as the nominating committee, the board development committee, or the governance committee. Whatever the name, its function on a board is crucial, its importance unquestioned, and its impact far-reaching. In fact, the character of a board and indeed the effectiveness of the organization itself, emerge from its efforts.

The excellence of an organization is the direct result of an effective board ensuring that the executive director and music director remain on task, are motivated, and are able to keep the organization vibrant and progressive. To accomplish this, the board has to be energized, with its members feeling engaged, informed, and vital, and those members falling short of expectations, replaced. All the issues leading to a well-functioning board are contained in the responsibilities of an effective governance committee. In effect, this committee takes on board stewardship in all its forms.

Committee Functions

The governance committee is responsible for how the board looks, functions, and feels. The committee itself takes no final actions, of course, but passes on its recommendations to the board, which acts on them. But in the meantime, the governance committee's work touches all of the following.

The size of a board can vary. I have served on a board with only 14 members, where the small size facilitated communication and consensus-reaching. The small group's nimbleness seemed to move the organization's agenda quite rapidly. But, especially as pertains to an arts organization, a small-sized board may not be the preferred route to take. Rarely is ticket revenue, for instance, sufficient to balance a budget, and so the greater the number of people called upon to contribute, the more likely a balanced budget will result. And what better way to engage those donors but to include them on a board? Since such participation would mean that the organization is important to them, they would be more likely to place that organization among their top charitable priorities.

A board's make-up should be a reflection, not of where the board has been, but of where it is headed. Each organization should have a strategic agenda that looks out five or ten years, accompanied by a plan of action to get it there. Board alignment with this outlook is crucial. This means that a smart board would be building its membership with attributes that are needed for future stages of the organization's development, not just what is needed today.

A board's make-up should be a reflection, not of where the board has been, but of where it is headed.

In other words, as an organization progresses through a traditional" growth trajectory—a) founding board and staff meeting around a kitchen table to review plans and seal envelopes; followed by b) an increasingly "professional" board reflecting greater financial or programmatic expertise, say; and finally c) even further specialization as the organization widens its scope and reach—the board should always be setting up for the upcoming phase. The governance committee, in this scenario, will be making decisions on what types of members are reflective of those demands and acting on them. The governance committee's choice palette might include gender, ethnicity, areas of expertise, and geographic diversity.

Once the member requirements are established, the governance committee sets out to recruit. This is usually done by gathering a list of possible members using everyone on the board and the senior staff as sources. Following a discussion on the merits of each one, cultivation of the candidates ensues. This includes a face-to-face meeting between each potential member and one or two governance committee members. The goal is to gauge the individual's level of interest, impart information about the organization, explain the board's expectations, and answer any questions that arise. The list of finalists is sometimes circulated to the board for comment or reaction, after which the chosen are asked to join the board.

Not all organizations have a formalized orientation program for new members. I find that creating such a program is of utmost importance. Other than answering lingering questions and reviewing detailed expectations early on in the inductee's tenure, the presentation makes him/her feel connected to the organization from the start. It also gives the individual a chance to interact with key staff members and become familiar with the inner workings of the organization. Not having such a program, I find, leaves the new member isolated and sometimes unaware of the organization's nuances. (It is also a good idea to have a "catch-up" session, fashioned after the orientation program, for the entire board once a year.)

In order to maintain the benefits of this initial burst of attention, I have found that a mentorship program is also quite worthwhile. An "older" board member is assigned a new recruit, and makes it his/her business to meet in one-on-one sessions a couple of times a year for the entire term of service. This turns out to be beneficial to both parties.

It is a good idea to survey each member of the board every year or two to review how effective they think they are.

Populating committees is another duty of the governance committee. Most bylaws stipulate having certain committees, such as executive, finance, development, governance, and so on. Ad hoc groups (task forces) or sub-committees of existing committees are also established. The governance committee is charged with finding the proper representation for each of them. (The board chair usually appoints the committee chairs.) Care is taken in doing this so as to maintain a certain equilibrium on each committee and on the board. (I was made aware several years ago of a 25-person board, 12 of whom served on the executive committee and were "in the know," while the 13 not serving were uninformed and alienated to the point of rebellion. A realignment that included reducing the executive committee to six members, and the introduction of a new communication paradigm, saved the day.)

Another important function that many governance committees ignore is board evaluation. It is a good idea to survey each member of the board every year or two to review how effective they think they are. The most successful surveys are one page long, easy to answer, and lead the responder to self-evaluate in a way that clearly points to his/her effectiveness. A good survey reassures the effective board members and encourages the others to find a different avenue for their energies.

Exit interviews by individuals leaving the board under those circumstances or ones just ending their terms can be inordinately useful. Sometimes issues are uncovered that remained unexplored during the member's board tenure and which could lead to a smoother and more effective organization. These interviews are also a good way to complete the circle and say goodbye.

Facing Difficult Duties

One of the more uncomfortable duties of the governance committee is to deliver the news to certain members of the board that their services are no longer needed. As discussed above, most organizations, especially ones with large boards, manage to collect "dead wood," and should rid themselves of such in order to run more efficiently. Once this difficult decision is reached, action should be clear and swift, and delivered by the board chair after consultation with the governance committee chair. Of course, the desired outcome of the annual or biennial surveys is that the individual reaches this conclusion on his or her own.

One way to make the culling process more regimented is to institute term limits. Pursuing term limits has sometimes led to the most difficult/passionate discussions I have had serving on boards. One side of the argument goes this way. How can you ask a founding board member, a passionate proselytizer, a huge funder to step off the board after a determined number of years? The other side of the argument, with which I agree, is that term limits are in fact constructive in moving the organization ahead.

My experience in business as well as on nonprofit boards has been that individuals have a predictable cycle of energy spanning a particular involvement. It takes a participant on a nonprofit board, for instance, a couple of years to get fully engaged, followed by five to eight years of contribution and passion after which time complacency seems to set in. At that point, the most productive years are behind the individual. And also, the organization will have most likely moved on to the next level, requiring a different set of attributes better addressed by someone new who could start that cycle over.

Building on this theory, I have found that three terms of three years each is the optimal length of service. This would include a comprehensive review at the end of each three-year term by both sides. If expectations are met or exceeded after the first term, for instance, the member is asked to serve another term, and if they are not, then the member is thanked and not renewed. Finally, and in order to prevent a lopsided transition, an effort should be made to break the board into three "classes" of roughly equal size, and rolling off in yearly increments.

Chairing the Committee

The chair of this committee has to see to it that the aforementioned responsibilities are carried out expediently and accurately. He or she is the principal link to the board and to the board chair, as well as being the main contact with the staff member assigned to this committee. Supported by that person, the governance committee chair schedules committee meetings, builds agendas, and assigns tasks to committee members.

It is important that the governance committee chair initiate a succession plan early in his or her tenure. One effective way of doing this is to assign the role of vice-chair to a committee member, with the expectation that that individual would be the likely successor.

And perhaps most importantly, the chair should create within the committee an expectation of excellence within an atmosphere of respect, collaboration, and fun.


This article is adapted from The Voice, Spring 2009.