Template for a Board Committee Charter
Something that makes it difficult to write a committee charter is that there are no hard and fast rules for how to do it. Not having specific rules for a board committee charter is actually a good thing because each organization is different and has different needs. With that in mind, the purpose of each committee is different, and board committee charters should reflect those differences.
A board committee charter serves as a guide for how the committee operates. It’s helpful to use a committee charter template as a starting point for developing a board committee charter because it lists the most important sections of the charter.
Board committee charters aren’t intended to be static components of the bylaws. Boards typically give the responsibility for reviewing the committee charter to the committee that the charter serves. Committee charters should state how frequently the board expects the committee to review its charter. There’s always room for improvement.
Elements of a Committee Charter Template
Mission Statement or Statement of Purpose
The first section of a board committee charter is the purpose statement or mission. The purpose section can consist of a paragraph or a sentence or two. The idea is to outline the committee’s purpose, its primary reason for existing and its objectives.
Committee Membership
The next section typically describes the composition of the board. This part describes who appoints the board chair, co-chair and committee members, and who has the authority to remove members from the committee. The size of the committee should also be stated in this section, as well as whether outsiders can attend and whether they have any limitations on participating or voting.
Authority
Some boards delegate specified and limited amounts of authority to their committees. The section on authority details whether the committee has authority, lacks authority and defines the limits on authority.
Responsibilities
The section on responsibilities is generally the longest and most important part of the board committee charter. This part clarifies how members should work together to fulfill the goals, objectives and expectations of the committee. The section forms a list of the exact duties and responsibilities that the board expects them to fulfill.
Meetings
The section on meetings is about how the committee should approach their meetings. This area tells committee members how often they need to meet, how often they need to report to the board or other group, what constitutes a quorum, whether they need to take minutes and how to handle them.
Like most official documents, it’s important not to forget the formalities, such as stating who authored the board committee charter, who approved it and when, adding dates of updates, and listing a signature of the board president and secretary.
Board Committee Charter Template
(GOVERNANCE, AUDIT, FUNDRAISING, FINANCE, ETC.) COMMITTEE
Purpose
(Example of a Finance Committee purpose statement)
The Finance Committee shall assist the board of directors in fulfilling its oversight responsibilities related to income and expenses consistent with the board’s long-term goals. The Finance Committee shall review staff compensation and benefits for staff and make recommendations to the board.
Membership
The board will appoint the committee chair, co-chair and members and each will serve a term of one year. The board may fill vacancies on the committee and may remove a member from the committee at any time without cause.
The committee shall have a minimum of three members and a maximum of five members. The committee is closed to non-members of the committee and the public.
Authority
The committee has no expressed or implied power or authority.
Responsibilities
(List all appropriate responsibilities of the committee here.)
The committee will report its activities to the board at least on a quarterly basis.
Meetings
The committee will meet at least quarterly and more often as needed. A majority of the committee members shall constitute a quorum. The committee chair will keep a copy of the committee meeting minutes and forward a copy to the board secretary. The committee chair may invite any director, officer, staff member, expert or other advisor who isn’t a member of the committee to attend, but these individuals have no voting power.
The committee will review its charter at least biannually and recommend any proposed changes to the board for review.
This charter was written by Susan Smith and approved by the board on January 1, 2011. This charter was last updated on March 3, 2017.
________________________ ________________________
Board President Board Secretary
Useful Tips for Creating a Board Committee Charter
A committee charter template provides boards with a basic idea of how to create a board committee charter of any kind. There are a few other tips that boards should consider in creating committee charters.
A board portal system is the best way to document the evolution of board committee charters, including all updates.
Some committees, such as the audit committee, may have legal mandates or requirements. Before getting started on writing the charter, boards should review any state or federal requirements for the committee and be sure to embed them within the charter.
Laws and regulations don’t always require board committees to take minutes of their meetings. Best practices for board governance encourage committees to take minutes, so boards should consider the benefits of doing so.
Boards have the ability to form whatever committee rules they choose as long as they don’t conflict with the bylaws.
Certain board committees may have the need to go into executive session for various reasons. If this is the case, the committee charter template should include a section entitled “Executive session.” An executive session paragraph should define who exactly may be part of an executive session, the reasons the committee may or may not go into executive session, and the issues that committee members may discuss during executive session.
Finally, boards should be cognizant of the fact that the environment that they work in is evolving. Changes in their industry, in best practices for governance, in laws or regulations, competition and other issues may indicate a change in the board’s committee charters. Committee members should be confident in their abilities to conduct periodic self-reviews much like board members should perform annual self-evaluations. Regular self-reviews provide committee members with opportunities to make recommendations on how to improve the effectiveness of the committee they serve.
