Q&A #131 – Do nonprofit committees need to be listed in the Bylaws?
Question: I serve on the Board and governance committee of a nonprofit organization. The organization is thinking about forming a new committee that is not among the committees listed in the Bylaws. Are we required to amend our Bylaws to name this new committee?
Answer: As a general rule, it is not strictly necessary to list or reference every committee in a nonprofit organization’s Bylaws unless there are provisions in the organization’s Articles of Incorporation or Bylaws specifying this requirement. Rather, a Board motion or resolution is usually sufficient to form a new committee, so long as proper records of the Board action are maintained.
It is common, but not typically required, for the Bylaws to list an organization’s “standing committees,” which are committees that are intended to be permanent rather than ad hoc and temporary. Examples of standing committees often include the executive committee, governance committee, finance committee, audit committee, and nominating committee.
This common practice does not mean that an organization is prohibited from forming a committee that is not listed in the Bylaws or required to amend the Bylaws every time a new committee is formed. In fact, naming too many committees in the Bylaws can be detrimental in the event these committees become inactive, obsolete, or deemed unnecessary for future effective governance.
Planning Tip – When additional support or leadership is needed for a new task or initiative, consider forming a temporary working group or task force before establishing a formal committee. This more flexible structure will give the organization an opportunity to see how well the new group is meeting its objectives and fulfilling its purpose and whether refinements are needed, without the higher expectations and commitment that are often implied by having a formal long-term committee.
In most cases, it is preferable for the Bylaws to explicitly list only the committees that are most essential to the organization’s day-to-day governance, and include broad provisions in the Bylaws that detail the process by which new committees may be formed and appointed.
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