Much Ado About Nothing? Why Directors Should Think About Committee Governance

Most not-for-profit organisations (NPO) establish one or more committees to perform various roles. From vetting and nominating candidates to serve on the board of directors, to organising fundraisers and events, to reviewing the organisation's finances and coordinating with its auditors, committees can play an important role in the proper management and governance of the NPO.

Typically, the NPO's by-laws provide that the board of directors may, from time to time as it deems necessary, appoint any committee or other advisory body for such purposes and with such powers and composition as the board sees fit. In some cases, the by-laws will formally establish specific committees (e.g. nominating, audit and finance, etc.) and set their duties in general terms. Such by-law provisions will also generally provide that any committee may formulate its own rules on its internal procedure and on how it will execute its mandate, subject always to any policies or directions the