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Chartering Board Committees: A Vital Strategic Governance Best Practice

EFFECTIVE COMMITTEES are made of compendious charters. Chartering board committees requires clarity of thought and mission. Clarity arises from specificity within the committee charter.

When chartering committees there are two touchstones to reference. First, the club bylaws dictate certain mandatory committees that support effective governance. Second, the club strategic plan establishes clear direction for the club’s future. Keep strategy in mind when chartering the committee that will fulfill the strategic aims of the club.

Committee charters should list who authored the charter. The charter should be approved by the board and signed and dated by the board chair. The keys to chartering committees properly follow:

Mission or Purpose – Chartering committees begins with a clearly stated mission. This section should define what the committee should accomplish—its primary goals and objectives—and its responsibilities.

Type of Committee – This section states the type of committee. Two types of committees are common to private clubs: standing and special committees. Standing committees meet regularly for a specified purpose.

There are two types of standing committees: board and operating committees. Examples of standing board committees are nominating, governance, audit and finance committees. Operating committees, such as house, golf, greens, tennis, and sports (of other types), are distinct from board committees because they report to the COO or general manager—the senior manager of the club—who is responsible for the operational factors involved with the work of an operating committee.

Special committees are formed to serve for a limited amount of time with a designated purpose or specific task in mind. An example of a special committee is one to review the board handbook or to execute the planning for a special event.

Membership – The size and composition of the committee should be described in the charter. Sometimes membership on the committee is very specific, as when certain board or management representatives are required, and the committee membership describes member categories involved—if applicable—and whether or not the committee is open to rank-and-file members of the club.

Committees usually consist of five to seven members who serve the board in an advisory capacity. If the committee members are—or are not—authorized to “vote” on specific board recommendations, this empowerment should be stated.

Remember that club committees serve as a leadership pipeline for the club.

Chairperson – The authority of the chair and the method of their selection must be stated. The committee chair can be voted on by the full board, voted on by the committee, or appointed by the board chair. This authority should be consistent with the club’s bylaws.

The term of the committee chair must be specified; one year is common. The committee should designate a co-chair or vice chair in case the committee chair can’t be present. This is especially important for standing committees that meet throughout the year.

Duties, Responsibilities and Activities – The committee charter spells out exactly what the committee needs to do. More importantly, it outlines the committee’s responsibilities. For example, the audit committee is responsible to work with the club manager and controller to prepare for and respond to the annual audit.

Delegation of Authority – Every charter should have a section that details the kinds of decisions—if any—that the committee can make with and without formal approval from the board.

Standard Committee Procedures – Every committee will need to know how often they will be expected to meet. Likewise, the charter should state whether or not time-specific meetings are mandatory or can be cancelled if need is lacking.

The charter should state the committee’s term length. Most committee terms are one-year in length and allowance can be made to renew the assignment for a subsequent year. No committees should be permanent.

Committee charters should be specific regarding how or when the committee should make requests to other committees or the full board.

Committee charters establish the groundwork for good committee work.