The board can organize committees as needed to increase capacity, provide more informed decision-making, and better engage individual board members in work aligned with their interests or skills. The Washington Nonprofit Corporation Act states there must be a minimum of two board members on a committee. While people outside of the board may serve on a committee, only board members may serve as voting committee members.

Board committees may have delegated authority from the board to make decisions. Although, there are many things a board committee cannot do including: authorize distributions, change bylaws or Articles, make decisions on who is a board member or board committee member, authorize a substantial change to the organizational structure (such as a merger, selling a substantial amount of assets, dissolution, etc.), or change a board resolution unless allowed by a board resolution.

Each board committee should have a charter that describes the purpose, membership, level of authority, and documentation and communication expectations. Writing down these details allows committee members to understand the structure and function more fully. Reviewing committee charters annually can help ensure alignment with strategic plans and annual goals. Unless stated otherwise, committees should bring decisions and other key information back to the full board for review and final voting (if needed).

The number of committees formed by a board may vary based on current needs and the board’s size. The board may choose to include people outside of the board on committees, though the Executive Committee is usually held for the officers and executive director. The following list outlines several common board committees.

  • Executive Committee: The officers and executive director consider decisions that need to be made, plan for meetings, and help set the calendar for the board’s work.
  • Finance Committee: The treasurer, board members, and finance staff develop best practices for accounting and financial management. The finance committee takes responsibility for the annual Form 990 filing and audit (if required or deemed needed) and develops financial policy and direction for the best use of the organization’s finances (which may include drafting the annual budget).
  • Board Development Committee: Board members and staff coordinate the recruitment, selection, and orientation process for new board members, lead board evaluations, and help develop learning plans to improve the board’s function.
  • Public Policy/Advocacy Committee: Board members, staff, and community advocates develop initiatives, policies, and strategies for guiding and strengthening the nonprofit’s advocacy efforts.
  • Diversity, Equity, Inclusion, and Accessibility Committee: Board members, staff, and community participants assess current policies, practices, and procedures to improve the overall diversity, equity, inclusion, and accessibility (DEIA) of the organization, as well as help develop learning plans to deepen the board and organization’s understanding and practices around DEIA.

Advisory Committees

A board may also decide to set up advisory committees. The Washington Nonprofit Corporation Act states advisory committees do not have delegated authority from the board and cannot make decisions on behalf of the board. Advisory committees make recommendations and provide information to the board or do work not required to be done by the board, such as organizing an event, recruiting volunteers, or developing a program evaluation. Anyone from the community may serve on such a committee unless otherwise stated in the bylaws.

Skip to content