Board Governance Committees: What Do They Do?

Nonprofit Board Members

A board governance committee serves as a powerful tool for nonprofits that wish to boost their board recruitment and better prepare for an organization’s inevitable “rainy days.” This committee, along with other board committees such as a finance committee and development committee, are vital sources of support for nonprofit leaders.

So what is a board governance committee, and what do they do? Learn more about the importance of this committee and its many key functions.

What is a Board Governance Committee?

A board governance committee is a group of diverse volunteers who serve to keep the nonprofit functioning smoothly and ethically.

Members commonly come from existing board members, especially the executive committee members like the president or chairperson. Other members of the governance committee may be your attorney or a consultant. However, these members may not be full voting members of the committee.

Roles like removing a board member, firing an executive director, and updating the bylaws of the nonprofit often fall under the responsibilities of the governance committee. That’s why one of the primary purposes of a governance committee is to deliver objective responses to challenging situations.

Develop a combination of measured, outside voices on the committee, paired with the most informed and dedicated members of the nonprofit’s board of directors, for a powerful governance committee.

Why Have a Governance Committee?

A board governance committee helps build long-term stability for any nonprofit. Not only will a governance committee help you overcome sensitive challenges, but the other main function of this committee is to establish a pipeline of leadership volunteers.

Today’s governance committee operates like a combination of the nominating committee and the oversight committee. Sometimes the governance committee is called the “conscience” of a nonprofit’s board of directors.

Key Tasks of a Governance Committee

Each nonprofit will develop a governance committee that helps them best achieve their long-term goals. Remember, an effective governance committee supports an organization’s long-term stability by providing objective oversight and developing a succession pipeline.

Here are some potential responsibilities for yours:

  • Develop a recruitment and onboarding strategy for new board members
  • Train and develop board members, mentor members into officers
  • Annually review bylaws, mission statement, and other evergreen content; recommend updates to the board of directors
  • Perform executive employee performance reviews
  • Evaluate fellow board members
  • Review compensation for executive employees
  • Update job descriptions for executive employees
  • Monitor nonprofit’s unique compliance requirements


Board governance committees help nonprofits focus on their mission by taking care of sensitive and behind-the-scenes issues. They handle essential background tasks such as reviewing bylaws and conducting performance reviews of the executive director.

Building an effective governance committee will soon pay off, as these volunteers are usually also responsible for recruiting the next generation of board members for your nonprofit. Invest in cultivating this committee at your nonprofit to help promote long-term success.

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