Staffs Manage. Boards Govern.

By Natasha Dresner

Does your Board have a Governance Committee? Does it function effectively? What does it do anyway? Does it exist instead of or in addition to a Nominating Committee?

Many nonprofit Boards and their Executive Directors are asking these questions because in the last decade or so, the concept of a Nominating Committee has evolved and grown into a Governance Committee, whose purpose it is to develop and manage healthy, productive Boards.

Given this, your Board should consider just having a Governance Committee with the nominating function rolled into it, unless you have reasons to keep both committees. This merger empowers the Governance Committee, and supports its efforts to become more coherent, streamlined, and effective as a result. Fewer standing committees also contributes to overall Board effectiveness (just don’t forget to amend your by-laws accordingly).

Whatever your Board has decided, what you really need now is a clear written job description for your Governance Committee to be productive. As any good job description, start with an overarching purpose for which the Board has created the Governance Committee. Then provide further details to help to accomplish that purpose. Here is a sample I have adapted and updated over time from Transforming Board Structure: Strategies for Committees and Task Forces by BoardSource.

The purpose of the Governance Committee is to help to ensure good governance by creating and managing a Board of the highest quality. Therefore, the work of the committee is year-round (I can’t stress that enough), and it is focused on the following aspects:

1. Board Purpose and Roles

~Manage expectations by developing written roles and responsibilities (call them “job descriptions” if you like) for:

  • Board as a whole
  • Individual board members
  • Officers
  • Committees and committee chairs

~Review those job descriptions with the Board regularly, and update periodically to stay current and focus the board on the roles that represent the organization’s strategic priorities (based on the strategic plan).

2. Board Structure and Composition

  • Evaluate existing Board members (with the organization’s anticipated strategic needs in mind) to understand what skills, attributes, knowledge and resources they bring to the table and which need to be acquired.
  • In partnership with the board chair, contact each board member eligible for re-election to understand their interest in continuing to serve, and the areas they see themselves contributing to.
  • Develop a current and aspirational profile of the board and committees to indicate how they should evolve over time.
  • With the support of the Board, identify potential board member candidates.
  • Explore their interest and availability for board service by providing the necessary information.
  • Nominate suitable candidates for election as board members, and suitable board members for election as board officers.

3. Board Training and Development

  •  Design and oversee a board orientation process to provide the information needed during the early stages of board service, and to keep new and old board members on the same page.
  • Utilize other strategies regularly to help up-board new members and build a strong coherent team.
  • Design and implement an ongoing program of board information, education, and team building.
  • Design and oversee an annual board retreat.

4. Board Effectiveness and Continuity

  • Evaluate the board’s performance periodically and make recommendations.
  • Evaluate individual board members and make recommendations.
  • Evaluate board and committee meetings and make recommendations.
  • Evaluate Board Chair-Executive Director partnership and make recommendations for how it could be strengthened.
  • Provide ongoing counsel to the board chair and other board leaders on steps they might take to enhance board effectiveness as well as to meet legal and financial compliance requirements.
  • Regularly review the board’s practices regarding member participation, conflict of interest, confidentiality, and so on, and suggest needed improvements.
  • Periodically review and update the board policies and practices as well as the bylaws
  • Ensure succession planning, taking steps to recruit and prepare for future board leadership.

So, use this job description (or personalize it to make it your own) to support your Governance Committee and, by extension, your Board, your nonprofit organization, and its mission.

Lastly, please remember that the Governance Committee is not there to replace your Board. It is just another committee of the Board using the same set of operational rules and procedures as other committees of that board. As with any other committee, it needs a chair, and you should consider your Board’s vice chair taking on that role as a way to better prepare him or her to become the next Board chair.

Natasha Dresner is a nonprofit development consultant and mentor with the Harold Grinspoon Foundation/JCamp 180 in Agawam. She can be reached at

This column was originally published in The Berkshire Eagle; reprinted with permission.