Q: Our bylaws state that the board appoints the committee. Does that mean that the board is responsible for establishing the entity – i.e., the resource development committee – for appointing the committee members or both?  If the board doesn’t appoint the committee members should it at least approve them?  Who designates the committee’s powers and the terms of appointment? What’s the chair’s role in all this?

Q: Does a committee serve the board or operations?  And, with that question, to whom should the committee report?

A: Clearly the issue of committees is a hot topic. Like so many issues, there is no one right answer. This is YOUR organization and your board has the right and responsibility to appoint committees and clarify control in any way that works best for the organization at this time. After all, this is what your bylaws are all about. Perhaps there is someone with the institutional memory to tell you what the intention was behind the wording in your bylaws. If not, the current board should either determine how to interpret the language or rewrite the bylaws to reflect its thinking on this matter. That being said, I will share some thoughts regarding the use of committees to get board work done, which hopefully will help you think these questions through.

I would suggest that you build in some flexibility in terms of who appoints committees and committee members as well as who reports to who, based on the type of committee, its potential impact and the urgency surrounding the need for it. Personally, for instance, I see a big difference between a resource development committee, a gala committee and a committee that is formed to respond to a crisis.

The resource development committee is likely to be a standing committee. Its responsibilities are year-round and its impact is critical to the entire functioning of the organization. As such, it is more important to get the right people around the table than pull it together quickly. I would see (the concept of) this committee being approved by the board, its membership ratified by the board and its accountability being to the board as a whole.

The gala committee in our example is most probably an ad hoc committee, pulled together for the singular purpose of producing an event. As a fundraising entity, it would most likely come out of the resource development committee. Therefore, not only would the chairman of the resource development committee be a good person to appoint the chair of the gala, the gala committee would most likely report to the resource development committee. In this situation, the chair of the gala committee might have total responsibility for appointing his or her own committee members.

No one and no organization can be totally prepared for everything life sends its way. To my way of thinking, it is important that the board chair has the power to designate a committee and name its members in a time of crisis, where calling together the board to work through a democratic process would prevent a timely response. In such a situation, the committee might initially be responsible to the board chair. But ultimately, I would have the committee and the board chair be responsible to the board as a whole.

As to whether a committee serves the board or operations, this too depends. If your committees mimic operational responsibilities such as personnel, marketing, and programming then they are serving operations. If they focus on board responsibilities such as board recruitment and board education or advocacy, they are serving the board. The trend is to appoint committees that focus on the latter. In either case, I would suggest making the board committees ultimately responsible to the board.