Making Your Board Committee Structure Work for You

It is important for Episcopal school boards, whether independent, diocesan, or parish-relating, to review their committee structure annually, usually in the context of the board self-evaluation process, in order to make sure that they have the mission-driven structures in place that are going to fulfill goals, advance the school, and respond realistically to its actual needs. If a board committee structure is obsolete, inadequate, or overly expansive, the risk that the board will under-perform through negligence or micro-management is substantially increased.

What standing committees of the board are called for in your governance or operational documents, and are they currently functioning or not?

Is there clarity about which committees are restricted to board members, and which committees and task forces are open to non-trustees as well? Is the Episcopal identity of the school integrated into this structure and its functioning? Using your bylaws or operating procedures, compare which committees are called for on paper and which are actually functioning. If there is a significant gap between the two perspectives, it may be time to amend your foundational documents or to expand your committee structure. Speaking generally, it is usually the case that there are fewer committees needed than may first seem to be the case. executive, finance, development, trustees/governance are always needed. Others may or may not be needed on an ongoing basis, and some committees may actually be counter-productive. It is important to try to use your existing committee structure more effectively before seeking to add to it. For example, joint meetings of the executive committees of the vestry and school board may be a more effective way to monitor and address the state of church-parish day school relations than the creation of a new, special committee which may introduce political complexities that can be otherwise avoided. Boards should always be open to the appointment, when permissible, of non-trustees to committees and task forces. This can be an excellent way to observe potential trustees in action prior to a decision to recruit. It can also help avoid the unpleasant surprises about under-performance and non-participation by new trustees than can be so demoralizing.

It is also important to create a written instrument that, on as regular a basis as the dissemination of board meeting minutes, reminds board members and all committee and task force members of all of the tasks currently assigned, the people to whom they have been assigned, and the dates by which they are to be completed. This assignment sheet should be reviewed at every board meeting in the same way that minutes are reviewed, and should be revised and updated regularly. The use of assignment sheets is a major step towards mutual accountability and consistency in goal and task fulfillment. It cannot be recommended too highly.

Each board also needs to decide how it expects committees and task forces to communicate their work, in addition to enumerating their progress as suggested above. Care should be taken that the board hears regularly in writing from all committees and not just finance, but an avalanche of paper or e-mails may not be a good idea either. At the very least, committees and task forces that are bringing proposed resolutions to the board should always do so in writing as far in advance of the meeting as called for by policy or procedure, and preferably in the context of committee or task force minutes that place the recommendations in a coherent and helpful context.

Finally, each committee or task force should seek to integrate the school’s Episcopal identity and religious mission into its work. Religious life may be doing its work as a committee, but how does advancement or strategic planning also take these important matters into account. Every effort should be made to avoid compartmentalization and to keep the values and practices of an Episcopal school at the heart of the board’s work—and the way in which it works.

Things are going well when:

  • trustees and non-trustee members, as appropriate, are assigned to committees equitably and complete projects on time; and
  • there is no sense that “things are falling through the cracks.”

You’ve got a problem when:

  • a few trustees are serving on many committees, while others have a single assignment;
  • some committees meet frequently, while others never meet; and
  • certain goals or projects are forgotten or neglected in the course of the school year.

Is the executive committee doing enough? Too little? Too much?

How does the full board feel about its relationship with the executive committee? Does it understand that executive helps it from functioning too often as a committee of the whole, providing a healthy balance between the macro and the micro, and working through confidential content that need not come before the full board? Or does the board feel that the executive committee is making too many decisions and preventing the board from exercising its fiduciary and other responsibilities? There is often a delicate balance in this equation that needs ongoing attention in order to keep board morale high and board attrition low. Board members need to deal with significant policy and oversight matters, and should not be placed in the position of feeling that they are being given “busy work” to do while the important matters are exclusively handled by an inner circle.

Another difficulty can come if a committee or a task force is under-performing and the executive committee takes over the work, formally or informally, in order to get a job done. This can lead to permanent over-functioning by the executive committee, and an acceleration of feelings of marginalization and disenfranchisement on the board’s part. If a board committee or task force is under-performing, it needs to be held accountable and helped to get its work done. The executive committee should not take on more work.

Things are going well when:

  • there is a regular exchange of information between the executive committee and the full board;
  • no mixed or messages or rumors are attributed to the boardroom;
  • trustees publicly support all decisions of the board and the executive committee; and
  • trustees are ready to serve another term

You’ve got a problem when:

  • trustees complain that “there isn’t enough to do;”;
  • more than one version of an event or a decision can be traced to the boardroom;
  • multiple trustees serve only one term or resign from the board before the expiration of their term; and
  • officers do not stand for re-election; and attendance is low at board meetings.

Is there a clear distinction drawn between board committees and task forces?

Standing committees of the board are, obviously, ongoing in their life and cover important areas of board oversight that are cyclical and recurring in nature. Task forces are appointed to carry out specific projects and are dissolved when their tasks have been completed. Are there any standing committees that might better be transformed into task forces, with a finite term? Are there any task forces that have not been dissolved whose work has been accomplished? Will it be necessary to create a new committee or task force to address a problem that arises, or can the matter be handled by the existing committee structure?

Keep the distinction clear between a committee and a task force. A question often arises as to whether or not a standing board committee or a task force should handle strategic planning. In looking at the different responsibilities involved in planning and in the oversight of a plan’s implementation, a good case can be made for strategic, that is to say, multiple year planning to be coordinated by a specially appointed task force up to the point that the plan itself is completed and adopted by the board. Annual planning, that is to say the implementation of the plan on a year by year basis, should be overseen by the executive committee. Too much ongoing authority vested in a standing planning committee can keep the full board from taking responsibility for the plan and its implementation.

Dissolve the task force when its work is done. Head search committees, despite their names, should function as task forces, and should be dissolved when the call to a new head has been made and accepted. It is sometimes the case that search committees seek to stay together by transforming themselves into transition committees to assist the new head. While well-intentioned, this should be discouraged, for the new head needs to focus the work of transition with current board leadership, not the former search committee. In a related aside, search committee chairs do not always make the best succeeding board chairs for the head they have helped to hire. It is often a good idea to let several years pass before a former search committee chair takes on board leadership.

Things are going well when:

  • there is a good mix of committees and task forces; and
  • strategic goals are being implemented in a variety of ways that reflect both the cyclical and the special initiative work involved in school governance.

You’ve got a problem when:

  • committees and task forces are stepping on each others’ toes; there is a lack of clarity about who is responsible for what;
  • deadlines are not being met; and
  • task forces keep on meeting, or are confused as to whether or not they are still expected to meet, after original goals have been accomplished.

Are the job descriptions for committees and task forces clear?

Are any committees doing work that is assigned by the bylaws or operating procedures to another committee or task force? Are all board committees and task forces clear about what their job is and how they are expected to go about it? Are any committees or task forces taking on work not originally intended by their job description and exceeding the scope and intent of their charge? Sometimes groups set up to implement specific pieces of a strategic or annual plan keep on meeting and making new work for themselves long after their charge has been fulfilled (see above).

Are there any committees that have functioned for a variety of reasons historically, but have done so either with no job description or with several different understandings of their job descriptions? committees or task forces with vague titles like “school life” or “communication” can be counterproductive, especially when they aren’t sure what they are supposed to be doing, but feel that they have to do something, and so create work for themselves. In the absence of clear job descriptions and expectations, committee or task force members can bring their own agendas to the table in unexamined and uncritical ways that do not help the school go forward.

Things are going well when:

  • committees and task forces understand and agree within themselves about the work they are doing; and
  • the board communicates well with itself and with school constituencies about these groups and their responsibilities.

You’ve got a problem when:

  • committees or task forces are involved in work not assigned them by the board; assigned goals are not being met; and
  • there is dissension within committees or task forces about the nature of the work being addressed or its prioritization.

Are responsibilities and roles complicated or clarified by your current committee structure?

The board has one employee, the head of school. Without absolute clarity about this fact, real confusion about the difference between oversight and administration can enter in to the school’s culture and operations, and trouble will not be far behind. The committee and task force structure must be set up and must function in specific ways so that trustees, and non-trustees also volunteering as members of these groups, understand that school employees who may staff these committees are employees of the head of school, not of the board.

Particular challenges are often seen in advancement and finance, where the development director and the business manager, in their respective roles, often work more closely with trustees and other committee members than do other senior school administrators with the exception of the head. This fact notwithstanding, they are the head’s employees, and the head’s authority in this matter, along with his or her responsibility to the board in maintaining effective supervision and evaluation of these employees, must be maintained. Additionally, committees sometimes bearing titles like “curriculum” and “personnel” can, in the absence of very clear and explicit job descriptions and well-maintained boundaries, blur the necessary distinction between oversight and administration. A strong case must be made for the existence of such committees as trustees should not be involved in the details of curriculum implementation or faculty and staff hiring.

Things are going well when:

  • staff members understand their roles and work well with volunteers, as requested by the head of school; faculty and staff morale is high; and
  • a strong sense of trust exists between the board and the head.

You’ve got a problem when:

  • volunteers give employees assignments without the knowledge of the head, attempt to evaluate them, or ask them to do work unrelated to their committee or task force assignment; faculty and staff morale is low;
  • trustees seek out one-on-one meetings with faculty or staff, or faculty and staff requests for such meetings are honored; and
  • trust between the head and the board seems weak.

Much to think about, perhaps some major changes to be made, always some minor improvements that will help your board’s committees and task forces work optimally. Know that we are here to help and encourage you.

The Rev. Jonathan T. Glass was, at the time of his death in 2004, associate executive director of NAES.