Creating Boards and sub-committees

What is a Board?

The Board (or Committee of Management, or Board of Directors, or Council - there are many different names) is the highest authority in an organisation, responsible for taking major decisions and responsible for overseeing the operation of the organisation. Their job is to provide direction for the group, ensure the organisation remains true to its mission, operates legally and ethically and also to report back to all the stakeholders that they serve.

Ordinary members of the organisation have the responsibility of selecting the Board.  They can stand for election to the Board, and may put themselves forward to sit on subcommittees.   This helps to ensure that Boards and subcommittees are connected to the organisation's members and that they are representative of the members. Members can also make their views known to the Board both directly and at General Meetings.

It is normal practice to have a Board member heading up each Board sub-committee, and in most cases the Board will also select those who sit on its committees. While a Board meeting is usually formal, committee meetings provide a chance for people to workshop ideas. Committees are also an opportunity to engage Board members more closely in an organisation's activities, and other committee members can benefit from working closely with Board members.

Why do we need a Board?

In most cases a Board will be compulsory: any Australian organisation incorporated under State law  is required under State law to appoint a Committee of Management or Board.  

Boards and Committees of Management function in organisations as governors, steering the organisation in the direction outlined in its mission statement.  The ordinary members of the organisation generally cannot find the time or the application to make all the decisions, and certain functions that organisations have to fulfill require time, consistency (in who deals with the issue) and expertise. Board members look at the big picture and with that in mind attempt to guide an organisation towards a prosperous future.

Their roles and responsibilities include:
  • Ensuring information is communicated from the Board to members, and vice versa.
  • Ensuring relevant stakeholders are informed and consulted on various issues and decisions.
  • Understanding relevant local/state/federal laws and making sure the organisation operates within them.
  • Acting with the utmost integrity and puting the organisation ahead of personal interests.
  • Reviewing company procedures/programs/training and reviewing executive positions
  • Setting long-term goals that are consistent with the organisation's mission
  • Appointing a chief executive officer; appointing new Board members and selecting committee members.
  • Managing the organisation's committees
  • Building the organisation's public profile
  • Setting budgets and securing the organisation's financial security.
  • Providing leadership and direction

Why do we need committees?

A Board can set up committees with particular terms of reference when it needs assistance (for example a New Building campaign sub-committee) or when an issue requires more resources and attention (review of effect of legislative changes on organisational programs) . They can be set up for a specific purpose or to deal with general issues such as 'development'. They can be established on a short-term or temporary basis, or they can be formed as a permanent body for ongoing work.  

A Board can either delegate some of its powers to the committee, enabling it to act directly, or can require the recommendations of the committee to be approved by the Board.  The Board will normally depend heavily on the findings and recommendations of its committees, although final decisions to accept or reject these recommendations will be made by the Board. Committees thus have an important role to play in non-profit governance.

Committees should have representation from staff and volunteers to maintain links to the organisation's base support and to provide a 'reality check' as to what is likely to be supported by the general members - or what is feasible in terms of time, money and resources.  Committees are also a good way to train potential Board members and future community leaders.

You don't need to set up a committee to investigate every single issue. Sometimes it is quicker and easier just to seek advice from a local expert (lawyer, accountant, local historian), rather than form a committee. You don't want to establish a committee for everything, because then you may just get bogged down in bureaucracy and have a situation where all the effort goes into committees, and little into actually making decisions..

Committees are formed for a range of reasons, including:
  • Board development or governance committee
    - to look after/administer/support Board members and committee members and other executive positions
  • Selection committees
    - to select Board members, to select a CEO, to arrange sports teams
  • Fundraising committees
    - to decide on and implement fundraising strategies
  • Organisational review committees
    - to review the functioning of the organisation
  • Committees of inquiry
    - to inquire into particular questions (disciplinary, technical, etc)
  • General administration committees (made up of, for instance, the treasurer, the secretary, and perhaps senior staff (coach, manager, etc.)
    - to manage the business of the organisation between Board meetings
  • Finance or budget committees
    - to be responsible for financial reporting, organising audits, etc.
  • Special event committees
    - to be responsible for coordinating a particular event, eg. working bees, annual tournaments, fates, any one-off event
  • Marketing and public relations committees
    - to identify new markets, build relationship with media and public, etc.
Committees need clear goals, objectives, and terms of reference in order to function efficiently, and Boards should ensure that these are developed BEFORE establishing the committee. If you can't develop these goals and objectives up front you should not create any committees. Many committees have been known to work outside their intended purpose due to a lack of precise objectives.

How do we recruit Board members?

Recruiting Board members is an important exercise; after all, you rely on your Board members to secure your organisation's future!

Firstly you need to establish how many members need to be on your Board and to determine the length of time they will serve. When looking for potential candidates, you should always seek to match the makeup of the Board with the needs of the organisation. Have your mission statement firmly in mind while searching for talent.

The responsibility of recruiting new Board members ultimately rests with the Board. It is an excellent idea to establish a recruitment committee that will constantly be on the lookout for potential candidates.

If you have an established Board and you are only recruiting for one or two people to replace outgoing members, then you need to take a look at what is coming up for the organisation, identify the skills that will depart with the outgoing members, and evaluate the skills of the remaining members.. This will help you identify the potential gaps in skills and expertise which should guide your search for new appointment(s).

A Board should represent the needs and interests of the organisation. If your membership or clientele comes from a variety of age groups, your Board should reflect this diversity;  you should have at least one young person at Board level.  You should also carefully consider the gender mix of the Board and ensure that your Board also represents an appropriate gender mix of your membership.

Potential candidates can come from a variety of sources, including:
  • Friends/colleagues of Board members, committee members, staff, volunteers
  • Business partners
  • Professional and trade associations
  • Donors
  • Volunteer organisations
  • Leadership programs
  • Education providers
  • Multicultural organisations
  • Interesting people who appear in the media or association journals
  • Advertising
Recruiting individuals from a wide variety of careers and backgrounds will make your Board well-rounded and more representative of your organisation and the wider community.

To attract new Board members, offer them convincing reasons to join. These might include:
  • Having an opportunity both to learn and to teach others.
  • Contributing to decisions that affect your local community.
  • Building or strengthening networks of business and community associates.
  • Develoing  professional and personal skills and experiences.
  • Making new friends.

How do you evaluate Board and committee performance?

You measure and evaluate performance at this level based on your organisation's goals and mission. Are your goals being achieved, or not, or only in part? What role does the Board play in this?

Evaluating the performance of individual members of the Board may also be necessary.  Provide Board and Committee members with clear guidelines and expectations from the beginning. You can't turn around and blame someone for not achieving an objective they did not know existed.

If you are a community organisation with volunteer Board and committee members, do not forget that these people are giving up their spare time to serve the organisation. And remember, evaluations can be positive experiences - they can motivate members and they provide an opportunity to praise members for great work.