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Committee meetings: charters, minutes and reporting up

Mahesh Murthy, FounderMeetings

How a nonprofit board committee should work: a one-page charter, short minutes, and a report to the board that says what it recommends.

A board committee needs three things to be useful: a one-page charter that says what it is for and what it can decide, short minutes of each meeting, and a report to the board that leads with its recommendations.

The charter

One page, approved by the board.

  • Purpose. One or two sentences.
  • Authority. Whether the committee advises the board or can act for it, and on what. This is the line that matters most.
  • Members. How many, who appoints them, and whether non-directors can serve.
  • Chair. Who, and for how long.
  • Meetings. How often, and what makes a quorum.
  • Reporting. What the committee sends to the board, and when.

Your bylaws and state law limit what a board can hand to a committee. Check both before giving a committee power to act. This is general information, not legal advice.

Advising or acting

A committee that advises brings recommendations, and the board votes. A committee that can act for the board, such as an executive committee between meetings, makes decisions that bind the organization.

That difference shows up on Form 990, which asks whether the organization documented the meetings of committees that have authority to act for the board. If a committee can act, it needs minutes that would stand up as a record of those actions.

Committee minutes

Keep them shorter than board minutes.

  • Date, who attended, whether there was a quorum
  • Each recommendation or decision, in a sentence
  • Action items, with an owner and a date

A committee approves its own minutes at its next meeting. The same rule about leaving out the discussion applies. See what to leave out.

Reporting up

Put the recommendation first, worded as a motion the board can vote on.

The finance committee recommends that the board approve the 2027 budget as presented on page 6. The committee met on October 14 with four of five members present. It reviewed two drafts and asked staff to reduce the travel line by $4,000.

Reports that need no decision go on the consent agenda, marked "for information." Committee minutes can go there too.

When a committee isn't working

Look at the charter first. A committee that never meets may have a purpose that is finished, in which case the board can dissolve it. One that keeps relitigating board decisions may have a charter that doesn't say where its authority stops.

How Karma Compass helps

In Karma Compass a committee works like a board of its own, with its own meetings, agendas, minutes and action items. Once the committee adopts its minutes, the committee chair or an administrator can send them to the board as a report. Compass turns them into a PDF showing who attended, what was decided, the votes and the action items, and offers it on the board's next agenda under "From committees."

See how the agenda works in Karma Compass

Source

Questions this post answers

  • Do nonprofit board committees need to keep minutes?

    A committee that can act for the board should, and Form 990 asks whether those meetings were documented. Advisory committees should keep short minutes too, so their recommendations have a record.

  • What should a committee charter include?

    The committee's purpose, its authority, its members and chair, how often it meets, and what it reports to the board.

  • How should a committee report to the board?

    Lead with the recommendation, worded as a motion the board can vote on, then two or three sentences of background.

  • Who approves committee minutes?

    The committee approves its own minutes at its next meeting. They can go to the board for information.

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