“I just love board meetings!” said no arts (or any other kind of) manager ever.
While I can’t promise you will actually start to say that, I can offer a model that I’ve seen work well in my own organization following its recent adoption. This model will make your governance structure more useful and palatable to all involved. In centers on the presence of a robust committee structure sitting in the space between the board of directors and the management.
A nonprofit board has governance and oversight responsibilities, such as hiring the executive director, approving the annual budget, and being legally responsible for the conduct of the organization. Your bylaws may enumerate specific additional duties. Most nonprofit boards do much more than what’s required by the law or bylaws; members are active in their community building support for the organization’s mission. Many board members have their own full-time careers, only meet quarterly or at most monthly, and lack the technical subject expertise for the organization’s work.
The management does have the expertise and whether full-time or part-time, are paid to spend their best hours operating the programs, but do not have final legal responsibility for the organization’s success and adherence to its tax-exempt purpose.
When a nonprofit organization, in the arts sector or elsewhere, is just starting, its operations and may be well within the ability of the full board to judiciously oversee. But as programming grows and corresponding administrative complexity ensues, oversight becomes a greater workload. Board meetings might start to run long, due to extended discussion of management-level tactical detail, rather than strategy and goals. An organization finding itself at this point would find an active committee structure useful.
Committees fill the gap between the board and the management by virtue of both the committee membership and the committee schedule.
A committee should include both board members and staff and be organized to focus on a specific functional area. The most common areas are finance, fundraising, marketing, or recruitment of future board and committee members (this last one is often called a nominating committee). The committee chair should be a voting member of the full board, and the staff member (sometimes called the co-chair or the staff liaison) should be the person with operational responsibility for the committee’s functional area of focus. The board should have a procedure in place for assigning chairs and other board members to its committees. Depending on the organization, committee seats could be made available to other supporters, community members, or constituents who are not regular board members but have valuable expertise to contribute (including artistic personnel).
Committees should meet in the periods between full board meetings, with enough time after the committee meeting for the discussion and decisions to be prepared in a summary report for the full board. For boards that meet quarterly, committees should ideally have two meetings in between each quarterly board meeting, to allow for deeper engagement with the work of that functional area before each board report.
For example, the finance committee will meet in each month that does not have a full board meeting, to review and give input to finance staff on the audit, budgeting, and treasury management. The committee chair then summarizes that work in reports at the full board meeting, and recommends the board vote a certain way on the budget and other board-approvable items as required.
Committee service, while often part and parcel of board service, is not necessarily the right fit for every person who otherwise makes a good board member. It requires a different kind of participation, which may further differ between committees. The extra time commitment both in the additional meetings and additional materials and reports to review is not insubstantial.
As noted above, there are a handful of “most common areas” to which a board will assign a committee. But the decision to activate a committee structure doesn’t mean the organization goes from having no committees to having half a dozen right away.
- Some organizations may only have one or two functional areas that are at the complexity level where a committee would be beneficial.
- A finance committee would probably be the first to form, when the budget grows to a certain size and separate investment or endowment accounts are opened, or perhaps a fundraising committee, to focus on the detailed work of cohesively coordinating different levels of individual giving and different types of institutional giving.
In an organization with a robust, active committee structure, a meeting of the full board will consist predominantly of reports from each committee. Given the additional time invested by each committee in stewarding each functional area, the full board will not need to take extended time during their meetings to review the management-level details ahead of any voting items.
Analogous to the board, with final responsibility, delegating day-to-day responsibility to the executive director, the board also delegates oversight of functional areas to the committees. This results in a system that is much more efficient, much more useful, and, ideally, much more amenable to all.