Tips for Creating an Effective Committee Terms of Reference

How is your board doing? I bet I know the answer for most: they are over-extended, tired and burnt out. This past year, boards have been reliant on committees more than ever to get their work done.
 

Committees provide structure and allow flexibility so the board can adapt quickly to changing demands. Committees can sometimes make decisions on their own, but more commonly, they make recommendations to the board. 

Committees can inform and educate the board on specific areas of concern and they can split up the board’s work into more manageable pieces. Because committees are typically smaller groups, they tend to be more focused and efficient in dealing with issues. 

Committees should have a Terms of Reference (TOR) that describes the purpose, scope and authority of the committee. Typically the TOR is a written guide for the committee and contains clear and specific information on how the committee is organized, what the committee is trying to achieve, who the members are, and when and where they meet. 

Below are the key components of a committee TOR. Each section should be customized to the unique needs of your own committee and non-profit. 

Committee Name: 

• The official board-approved name of the committee.

Type (3 options):

• A standing committee of the board which is ongoing.
• An ad-hoc committee taking on a special project for a limited amount of time.
• An advisory committee that brings unique knowledge and skills that enhance the board’s knowledge and skills.

Purpose:

• What the committee will do.
• Background on why the committee was created. 

Responsibilities:

• Clearly define the responsibilities.
• Outline what is in scope for the committee and what is out of scope.

Authority: 

• Describe the decision making authority of the committee.
• Can they approve specific items?
• Do they mostly provide recommendations to the board?

Composition:

• Define the number of members.
• Define who the committee members are (board members, non-board members, etc).
• How many committee members. 
• How committee members are appointed.
• Who can serve as committee chair.
• What are the term lengths and limits.

Meetings:

• Define meeting frequency and location.
• Meeting procedures.
• Quorum rules.
• How agendas and minutes are prepared and distributed.
• How the committee will communicate between meetings. 
• And most importantly for many committee members, the annual time commitment.

Reporting:

• Define who the committee reports to, using what format and what frequency.

Resources and budget:

• Resources available for the committee (staff, meeting rooms, Zoom account, equipment, etc.).
• Does the committee have a budget and for what expenses -  who controls the budget and how are funds disbursed. 

Deliverables:

• Define the committee’s outputs and what it must deliver on. 

TOR Review:

• Establish how frequently the TOR is reviewed. 
• Who is responsible for the TOR review. 

As you can see, there are many important details to cover in a TOR. Having clearly defined TORs will help your organization’s committees to be more efficient and effective, which in turn will help to set your board up for success.

How are your committees doing? I would love to continue the conversation!

As always, if you need help with any governance projects, don't hesitate to reach out. 

Yours in Good Governance,
Heather Terrence, CAE
Pinpoint Governance Group