The Board of Directors
From standing and ad hoc committees to task forces and advisory councils, OHRA board accomplishes its work through a variety of small groups called committees. The Board needs to regularly evaluate the existing committee structure and be ready to adjust it based on the organization’s changing governance needs.
To be effective (and to avoid burnout), OHRA Board members are not permitted to reserve on more than two committees.
OHRA Committees perform regular self-assessments to determine if they are working effectively, achieving their established goals, and providing value to the organization. This is done at the end of each committee meeting or on an annual or more frequent basis.
Committee chairs and vice-chairs provide actual leadership to the committee. These are not empty titles but require real work in terms of translating the board’s goals for the committee into meeting agendas and work plans. They work with staff as appropriate to prepare background materials for committee meetings, schedule committee meetings, prepare minutes and reports, and otherwise keep the committee functioning. Committee chairs have the difficult task of following up with absent committee members or addressing behaviors that are disruptive to the committee’s work. Committee chairs also report on the work of their Committee to the Executive Committee and the full Board.
If the committee structure is subject to regular revisions, the board considers looking at the current committee structure and what the committees actually do. In the case of overlapping responsibilities or no work being done, then the committee structure has to be realigned. In case the committees have no work it can be abolished. Committees with overlapping work can be merged. The goal is to avoid committees to overshadow the board.
OHRA Structure of the Board of Directors is composed of the Standing Committee, Ad Hoc Committee, Advisory Councils, and Task Forces
A) Standing Committees
1. Executive Committee
The Executive Committee is authorized to meet and take action between board meetings when it is impractical to get the full board together for a special board meeting. The Executive Committee can also serve as an advisor to the chief executive officer and a liaison between the CEO and the full board.
The Executive Committee is charged with oversight of the organization’s chief executive officer. The Executive Committee hires the Executive Directors of programs and works with the Executive Programs Directors in establishing goals for the year, evaluating performance, and setting compensation. The Executive Committee reports on these activities to the full board.
The members of the Executive Committee are often on that committee due to the position they hold within the organization. The chair and any vice-chairs are normally on the Executive Committee. If there is a chair-elect or a past chair, that person may also be on the Executive Committee. Although in some organizations the chair appoints the members of the Executive Committee, they can also be elected by the entire board. Another option is to have the chairs of each of the board committees and the chair of the board from the Executive Committee.
2. Audit Committee (General Inspection)
At OHRA, the Audit Committee is a standing committee. It is a small committee of three to five members. Its work is often seasonal, tied to the end of the organization’s fiscal year. The Audit Committee selects the outside auditor, meets with the auditor to receive the audit report and management letter, and discusses the management letter with the full board and the senior staff. The Audit Committee may also be charged with auditing the expenses of the board, the chief executive officer, and the President. Members of the Audit Committee are expected to be financially savvy and at least one (and preferably more) should be financial professionals. While there may be some overlap in membership with the Finance Committee, the chair of the Finance Committee and the treasurer are not permitted on the Audit Committee. Likewise, the chair of the board, the CEO, and the President of OHRA are prohibited to be part of the Audit Committee.
3. Governance Committee
The Governance Committee is charged with the care and feeding of the board itself. The Governance Committee is responsible for board recruitment, orientation, self-assessment, continuing education, and board management. Recruitment involves identifying current and projected vacancies on the board, assessing the composition of the current board and identifying gaps in competencies or demographics, and finding and recruiting potential board members. The Governance Committee is charged with developing a position description for board members to inform prospective candidates of qualifications in terms of their experience and background and what will be expected of them if they join the board. The Governance Committee can also serve as the Nominating Committee for new board members and officers. Orienting its new board members is one of the most important tasks a board does. New board members not only need to know about the organization and its programs, finances, and plans for the future. They also need to know how the board itself operates, how the staff and board interact, and what their role is in the organization. Orientation sometimes includes training to provide new board members with the basic skills they need to be effective members of the board, such as how to read nonprofit financial statements or basic parliamentary procedure. OHRA board is required to conduct regular self-assessments, preferably every year but at least every two to three years. The self-assessment should be of the board’s performance as a whole and of each individual member’s performance. Regular evaluation of how the board is functioning. This is done so for the purpose of realigning its focus and activities to certify whether or not the board has strayed off target. Individual self-assessments are helpful for board members to gauge their own performance. It can aid them in identifying skills that may need additional development or to evaluate whether they have the time and commitment to give to the organization at this point in their life. It is recommended for continuing education is for every board. Nonprofit laws and best practices for nonprofit boards have been changing in recent years, and even the most experienced board member can learn something new. Continuing education also allows the experienced board members to share what they have learned through practical experience with less experienced members. A mentoring program can be part of a continuing education program. In a mentoring program, new board members are assigned a more experienced mentor on the board who is familiar with the organization. The mentor helps the new board member to adjust to the organization and the board. The Governance Committee can recruit mentors and oversee the mentoring program. Management of the board is required to include the adoption and enforcement of a conflict-of-interest policy and a code of conduct among the board members.
4. Finance Committee
Finance Committee is also called the Budget Committee or Budget and Finance Committee. This committee oversees the preparation of the annual budget and the performance of the organization in meeting its budgeted revenues and expenses. Finance Committees will be receiving regular reports on the organization’s performance in meeting its budget and present that information to the full board.
The Finance Committee is different from the Audit Committee. In effect, the Audit Committee is tasked with checking the work of the Finance Committee and the treasurer in overseeing the financial management of the organization. While there may be some overlap in committee membership between the Audit Committee and the Finance Committee, the chair of the Audit Committee should not serve on the Finance Committee. OHRA has to make sure that it has enough financially literate board members that the membership of the two committees does not overlap. The Finance Committee may be charged with a wide range of responsibilities, such as managing the organization’s investments, setting compensation packages for staff, overseeing capital campaigns, and raising funds. It may handle these responsibilities as a committee or through the formation of subcommittees. OHRA is permitted to have a separate development committee to oversee fundraising, or it may assign that responsibility to the Finance Committee or one of its subcommittees.
5. Membership Committee
OHRA Membership Committee is tasked with developing criteria for membership, credentialing members, overseeing elections, and developing and delivering programs for members. There may be some overlap with the Program Committee and the Governance Committee. While the daily issues and activities involving memberships are usually handled by staff, questions as to the criteria for membership, granting membership, and the revocation of membership is usually reserved for the board. The board may also determine the benefits available to members and establish dues for each category of membership. In case members have given the right to elect members of the board of directors or adopt policies for the organization, the election process may be the responsibility of the Membership Committee rather than the Governance Committee. This committee would then identify expected vacancies on the board, advertise the openings to the membership, and oversee the elections. Membership Committees keep closely connected to the organization’s membership and work with the staff to identify and develop programs that meet the changing needs of the membership. The evaluation of program delivery can also be assigned to the Membership Committee. Annual meeting or conference for OHRA members, this activity is overseen by the Membership Committee or one of its subcommittees.
6. Programs Committee
While staff often carries out the day-to-day activities that result in the development and implementation of the organization’s programs, the Programs Committee is charged with long-range planning and general oversight. Depending on the extent of the programs, there could be several committees devoted to programs that may bear other titles (for example, Government Relations, Technology, and Education). Each of these committees or subcommittees would be assigned a specific element of programs to plan and oversee. The Programs Committee is a good way to involve them in the organization’s work. Non-board members can serve on the Programs Committee or on its subcommittees.
B) Ad Hoc Committees
OHRA ad hoc committees are formed when they are needed and dissolved when their work is done. Below are situations that require the formation of ad hoc committees.
1. Charter (Bylaws) Committee
The Charter Committee is charged with reviewing the organization’s Charter and current practices to ensure that they are synchronized. This is to avoid overtime, a committee no longer follows the bylaws. The Charter Committee assesses why this has happened and recommends changes to either the organization’s practices or the bylaws. This group can also be used to review current best practices and governance trends and make recommendations on those the organization should consider adopting. A Charter Committee may work with the Governance Committee or Membership Committee. Since a review of the organization’s Charter and practices is usually only done every few years, this does not need to be a standing committee.
2. Capital Campaign Committee
A capital campaign is usually expected to last for several years. OHRA may embark on a capital campaign only once a decade. Therefore a capital campaign committee is an ad hoc committee. Its goal is to raise funds for the capital campaign. Donors who are not on the board can serve on the Capital Campaign Committee. Their commitment is not open-ended, and they may be more willing to serve in this capacity. The Capital Campaign Committee may work with the Finance Committee, the Membership Committee, or the Program Committee.
3. Committee on Strategic Planning
Since it should take less than a year to develop or update an existing strategic plan, this task is to be assigned to an ad hoc committee or a task force. Actually, at OHRA Strategic Planning Committee is assigned to an ad hoc committee. Members of the Strategic Planning Committee are responsible for developing or updating an existing strategic plan for the full board’s approval. They may also monitor the implementation of the plan and report on its progress to the full board. This ad hoc committee may work closely with the Finance Committee, the Membership Committee, and the Program Committee.
C) Task Forces
Task forces by their nature are designed to bring people together to solve a problem. Task forces are short in duration and specific in focus. Here are the circumstances that will require Task Forces:
New Program Development Task Force. When it is time to brainstorm about ideas to keep an association relevant in the face of changing demographics or trends, a New Program Development Task Force might be the answer. It can bring board members, members, consultants, founders, and representatives of the community together to find a creative solution to the organization’s challenges.
Joint Activities Task Force An organization that is considering joining forces with one or more other organizations may want to study the issue through the use of a Joint Activities Task Force. Task forces are ideal for identifying issues, collecting information, reviewing and analyzing the information, and making recommendations to a committee or the full board.
Special-Events Fundraising Task Force Organizations that use special-events fundraisings such as concerts, golf tournaments, walk-a-thons, or auctions may use a Special-Events Fundraising Task Force to help plan and carry out an event. This task force may work with the Finance Committee or other committees involved in fundraising.
Environmental Scanning Task Force It is advisable to conduct an environmental scan before making a decision that will impact the organization. A task force might be charged with conducting an environmental scan for proposed actions such as going global, forming a subsidiary, or launching a certification program.
D) Advisory Councils
Unlike task forces, advisory councils are expected to exist for many years. They have no governance responsibility, so they are not referred to as boards. The following are deemed to be of advisory councils.
This advisory group usually comprises former board chairs who advise the organization’s president on issues facing the organization. This is a way for former board chairs to stay engaged with the organization and move off the board to make way for new board members. It also provides the link to the organization’s institutional memory. The organization should be careful to use an advisory council only so long as there is a benefit to the organization. Keeping a President’s Council in place solely to provide a free trip to the annual meeting for former board chairs as a reward for past service does not meet that standard. Scheduling meetings with the CEO, the board leadership, and the President’s Council one or more times a year to take advantage of the expertise and experience of the council’s members can benefit the organization, particularly if members of the council are from different industries or bring other diverse views to the organization.
Major Donor Council
This advisory group often has a unique name to designate it as the pinnacle of volunteer involvement for donors. This group is given special access to the CEO and board, as well as advance briefings on issues. They receive special invitations to the organization’s events. While they sometimes provide valuable advice to the organization, Major Donor Councils often serve the primary purpose of recognizing major donors and cultivating additional gifts from them or their friends and family.
Professional Expertise Councils
Sometimes an organization wants to formalize the way it receives advice from volunteer experts. An organization may form a council of scientists, physicians, educators, or other experts in a specific field to meet occasionally and provide advice as a group to the organization. Not only can the discussions by the experts advance the development of the organization’s programs; the qualifications of the experts on the council can provide instant credibility to the organization.