Board Standing Committee Charters

Take Aways

The number of board standing committees varies by institution type and size; the average number of board standing committees is five at public institutions and eight at independent institutions.

Though a board standing committee's charge may be included in the institution's bylaws, a board committee is established through a board-approved committee charter.

A charter for a board standing committee should address the committee's mission, authority and responsibilities, composition, how and when meetings will be held, and how meeting minutes will be written and approved.

Key Questions

What does the board's work encompass and which standing committees integral to this work should be chartered?

Has the board chartered the fewest number of standing committees required to accomplish the board's work, as good practice dictates?

Learn More

Additional examples of committee charters are included in AGB’s Effective Committee Series publications: The Audit Committee, by Richard L. Staisloff. AGB Press 2012, and The Student Affairs Committee, by Shannon Ellis. AGB Press 2012.

A well-operating governing board’s work is grounded in the work of its standing committees, the number of which varies by institution size and type. The average number of board committees ranges from five standing committees at public colleges and universities to eight standing committees at independent institutions.  Each committee is responsible for debating issues in its area of expertise and recommending decisions and actions to the full board.

A college or university’s bylaws often define the board’s committee structure, with many institutions including committee charges and other committee details in bylaw clauses.  However, mention in the bylaws does not formally establish a board committee; that is accomplished through a separate board-approved committee charter that outlines the committee’s mission, composition, responsibilities, and procedures for conducting its business. 

Elements of a Committee Charter

An ideal board committee charter should include:

1.  The committee's charge or mission statement. This statement should define the committee’s purpose, primary goals, and objectives.

2.  Authority and responsibilities of the committee.  This should clarify how members will work together to fulfill the goals and objectives of the committee as a whole.

3.  Board composition, including guidelines for appointing committee members, the committee chair, and the committee officers. This should address any professional staff relationships, for example, if the chief financial officer and a designee will be staff to the finance committee.

4.  When and how committee meetings will be held, how the meeting agendas will be handled, and how meeting minutes will be drafted, reviewed, and approved. This should include a quorum requirement for meetings.

Sample Committee Charter

Investment Committee Charter for an Independent Institution Board*

Mission

The purpose of the investment committee is to maintain the prudent and effective investment of the endowment, formulate investment policies, and oversee management of the endowment.  It is responsible for the endowment, planned gift annuities and life income funds, and other investment assets of the institution.

Authority and Responsibilities

Policies
Establish, review, and update the investment policy for approval by the board.  Oversee the adoption of appropriate risk management policies and procedures to manage, to the extent possible, market, liquidity, operational, credit, and other investment and asset management risks.

Oversight of Implementation
Delegate authority to the chief investment officer or other officer for management of the institution’s investments, including selecting the investment managers and consultants.  Develop guidelines for retaining investment managers, standards against which their performance will be measured, and a schedule for conducting evaluations.

Evaluate Performance
Review overall investment performance, asset allocation, and expenses.

Educate the Board
Understand the relationship between the operating budget(and spending policy) and the investment policy.  Regularly report on investment performance and changes in investments to the board.  Consult with the audit committee to ascertain that, to the extent possible, the custodian, brokerage, and investment manager accounts of the endowment have been appropriately examined and reconciled.  Execute other such duties as delegated by the board.

Organization

Review of Charter
This charter shall be reviewed and reassessed by the investment committee at least annually, and any proposed changes shall be submitted to the board for approval.

Membership/Structure/Quorum
The investment committee shall consist of at least five but no more than seven members, including ex officio members.  The committee chair shall be appointed by the board chair.  The treasurer and the president shall be non-voting, ex officio members of the committee.  At least three members of the committee must be board members.  Committee members should have investment, business, or endowment expertise.

Staff Designee
The chief investment officer or vice president for finance and operations and his/her designee shall be staff to the investment committee.

Meetings
The investment committee shall convene at least three times per year.  A quorum of any meeting of the investment committee shall consist of a majority of its voting members.  Committee members may participate by teleconference.

Agenda, Minutes, and Reports
The chair, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings.  An agenda, together with relevant materials, shall be sent to committee members at least 10 days in advance of the meeting.  Minutes for all meetings shall be drafted by the staff designee, reviewed by the committee chair, and approved by committee members at the following meeting.

References

*Taken from The Investment Committee by Jay Yoder, part of AGB’s Effective Committee Series. AGB Press 2011.

Need more help? AGB’s reference librarian (available to members only) is available to research specific governance questions, provide sample documents, or recommend resources. Contact her here.

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