Usefulness of Governance Committee

[Guest Louise Corrall]

A Governance Committee has come into existence in a not for profit society. It isn’t clear to members why. Does anyone have advice as to need, definition, authority for such a move? 

[Atul Kapur]

The creation of committees should be described in your bylaws. That is, who gets to create them, name the members, and give them instructions.

You should be able to find out from whoever created it what its purpose is.

Is this governance committee acting as an Executive Board for your Society or do you already have one of those?

[Guest Who's Coming to Dinner]

Review the minutes of the meeting which established the committee to learn its purpose. If it was established by a board and you are not a board member, you can move to have the board produce the appropriate minutes at a meeting of the general members.

[Joshua Katz]

Agreeing with the above answers, your organization is likely incorporated. Depending on the state, a Nom and Gov committee may be required. Typically, such a committee, in the corporate context, makes recommendations to the appropriate bodies regarding corporate governance. It makes recommendations, for instance, regarding board composition, the existence and makeup of other committees, the board structure, and so on. It also will evaluate and make recommendations about key employees, such as the CEO. Finally, it nominates board members to the appropriate voting body. There are additional requirements and duties in a publicly-traded company.

But that doesn't tell us what yours does, it just tells you the usual purpose of such a committee. The motion creating the committee, as others have mentioned, must have said something about what it does. 

So much for definition. As for need, well, that depends on function, and is really a decision for your organization unless there's a legal requirement. If you want my opinion, I think at a certain level of complexity (and it's a fairly low level, in my view) it behooves an organization to think carefully about its corporate governance structure, particularly if bylaw amendments are handled by a large body such as the general membership meeting. Of course, other committees can think about this too, such as the bylaws committee, but those committees are busy with other things, so I don't think it's a bad idea to have a committee just thinking about this issue. See Enron.

Authority to create a standing committee depends on your bylaws. If your bylaws list the standing committees, then a bylaw amendment is necessary to create another one. If not, a standing committee can be created by a motion. (A motion in what assembly? It depends of which body the committee is to be a committee. Generally, a governance  committee is a standing committee of the board, and so can be created by a board motion, assuming the board has the power to create committees.) 

But, again, there may well be applicable laws (and regulations, and rules), which are beyond the scope of this forum.

[Richard Brown]

47 minutes ago, Joshua Katz said:

Depending on the state, a Nom and Gov committee may be required

Huh?  A what committee and a what  committee may be required??  Is that some new lingo?  I can find it in RONR.

[Joshua Katz]

7 minutes ago, Richard Brown said:

Huh?  A what committee and a what  committee may be required??  Is that some new lingo?  I can find it in RONR.

It's certainly not required by RONR. As I said, depending on the state, it may be required by law in the case of a corporation (and by regulations and exchange rules if the corporation is publicly traded). Nom and Gov stands for Nominations and Governance. Any applicable laws, of course, are outside the scope of this forum, but I thought it might be worth tipping the OP off that this might be the case.