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Four Steps to a Better Board, Part 2: Structure for Success

In the second of a four-part series on developing a high-performing board, GCN’s Nonprofit Consulting Group team explains how to organize your board to best fulfill its full range of duties.

GCN's approach to board development follows four steps:

1. Determine the focus of the board
2. Establish the board’s organization structure
3. Secure needed board member resources
4. Support working relationships among board members & key staff

This article explains how to establish an organization structure for the board.

Your board is responsible for more than ongoing governance—those regular activities that support itself and the organization, including board recruitment, financial oversight and executive review. It also needs to support the changing strategic needs of your organization by establishing committees devoted to specific projects; that project may be strategic plan development, a re-branding effort or a capital campaign. To manage both those fronts simultaneously, your board needs structure.

Some of the structural issues that a board should address to fulfill its governance and strategic roles include:

  • Establishing standing committees for on-going board governance
  • Defining board and committee leadership roles and responsibilities
  • Staffing and organizing committees to get work done
  • Assigning task teams to focus on current strategic priorities
  • Scheduling and conducting board and committee meetings

Establish a Governance Committee Structure

The first organizational step is the establishment of a “governance” committee structure. A typical nonprofit has three to six ongoing governance committees, allowing for a manageable work distribution among board members. The governance committee structure should reflect the number of members on your board and the number of ongoing governance roles the board will assume. Some examples of board governance committees are Executive, Financial, Board Development, Fund Development, Marketing, Program and Human Resources Committees. 

When you give your board a structure aligned with its governance role and priorities, they’ll have the framework to become effective.

A board with 12 to 15 members may include officers but not a separate executive committee; a slightly larger board may call on its executive committee to handle board development and human resources issues; a board of more than 20 members will have an executive committee distinct from the board governance or HR roles (which are taken up by specific committees). To assure fair distribution of the work, there should be no fewer than three board members per committee; note that you can add staff and volunteers to provide extra resources and perspectives.

Define Leadership Roles

Once you have identified your governance committees, you should define the board and committee leadership roles. The board chair is responsible for managing the work of the board and its committees, and should have a close working relationship with the executive director. Individual committee chairs will be accountable to the board chair or the executive committee (depending on the size of your board), as will the executive director when presenting operational reports and updates.

Governance Committee Assignments

Next, you need to assign board members to governance committees based on each member’s interests, skills and experience; for example, a board member with a financial background should be assigned to the Financial Oversight Committee. Once you populate a committee, you can then define individual member roles and work assignments, including the committee chair. (Note that staff and volunteers, while they may be added to a committee, may not serve as chair.) It is the role of the committee chair to assure that work is assigned appropriately and completed as scheduled.

Annually Review Board Priorities 

Once a year, the board chair or executive committee must review the board’s priorities and identify what “ad hoc” committees are needed to tackle specific strategic priorities.These are project teams formed to complete a task and disband once the work is done. Just like governance committees, ad hoc committees need a chair, committee members (board, with or without staff and volunteer support), well-defined roles and assignments for which committee members will be held responsible. (Ad hoc committee chairs will also be accountable to the board chair or executive committee.)

Schedule Regular Board Meetings

Finally, the board as a whole needs a schedule of regular board meetings to conduct its governance work, taking place at least quarterly but no more than once a month. Factors determining the frequency of board meetings include the maturity of your organization, the nature of the board’s work, the size and capability of your staff, the volume of ongoing committee meetings and the need for special board meetings. Regardless, committee work should not be conducted in regular board meetings, but rather between those meetings and in committee meetings. Regular board meeting agenda items should include board decisions, large-issue discussions, training and presentations, including ongoing operational reports and updates on the nonprofit and committee work.

Board governance, committee and ad hoc committee meetings should be scheduled as needed to complete the work load in a timely fashion. Often, boards with active committee work will schedule governance meetings every other month, and hold committee meetings during the “off” months.

When you give your board a structure aligned with its governance role and prioritized strategic objectives, they’ll have the framework necessary to become an effective force for your organization.


Working with a diverse group of organizations, GCN’s Nonprofit Consulting Group team is uniquely positioned to help nonprofit and philanthropic leaders build strong organizations that accelerate growth and social impact through a broad range of projects that help build capacity, navigate change, and maximize impact. Learn more at GCN.org/Nonprofit-Consulting-Group and contact us at [email protected]

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