Q:  Last month you talked about what should go in the bylaws.  Our question is around the benefit of so many standing committees.  If we decide the slew of standing committees is not what we want, what kind of language can we employ to ensure the work gets done and adequate controls are maintained?  Thanks!

A:  A lot of organizations have been grappling with this same issue in recent years.  As a result, the trend has been to reduce the number of standing committees and rely, instead, on ad hoc committees or task forces that come together for a limited time to accomplish a very specific task.  The reasoning is based on today’s reality.  As board size is coming down around the country – the median is now 15 – there are fewer people available to work on committees, especially if they have to commit to a long term.  And, those that do volunteer resent coming to meetings at which there is often little substantive work being done, which is too often the case when a committee meets month after month just because it is on the books. 

There are definite benefits to employing short-term, single-purpose – ad hoc – committees.  Board members can serve on multiple committees throughout the year without burning out because they are not constantly meeting with each of them.  People tend to stay focused on obtaining their desired result.  It’s easier to recruit non-board members – oftentimes subject experts – to serve when they are not saying yes to something that is open-ended or outside their area of interest/expertise.  And, if utilizing non-board members, you are providing additional cultivation opportunities by which those with perhaps minimal previous exposure to your organization can learn more about it in a hands-on manner.  At the same time, you are gaining the chance to assess future leadership.   

The one potential downside is the question you raised about control.  If there are committees that are always forming and disbanding, how does the board stay on top of them?  This has to be determined on a case-by-case basis.  Some committees will report to a standing committee, some to the board chair or a vice chair, perhaps some even to staff.  The reporting lines and procedure must be spelled out at the time of appointment.

Personally, I would also want some sort of written report that goes back to the board.  This might be the minutes of each meeting, a completed form that spells out the recommendations and/or conclusions coming out of the committee as a result of its work, or both. 

You asked for some sample bylaws language that covers all this.  You might use the following as a basis for discussion by your board, tweaking where appropriate to fit your unique situation. 

Standing committees of the XYZ Organization shall be….

The board chair shall have the right to establish ad hoc committees or task forces to handle other tasks on an as-needed basis.  These committees shall exist for the sole purpose of completing the assigned task and shall sunset upon completion of that task.

Committee membership shall be designated by the board chair.  He or she may appoint someone not serving on the board of directors as a means of building leadership and/or taking advantage of special expertise.  

The chairmanship of the committee shall be appointed by the board chair/determined by the committee.  Reporting lines shall be defined at the time the committee is formed.  A final written report enumerating the committee’s conclusions is to be presented to the board at the board meeting immediately following the completion of the committee’s task.