‘Allo, Guvnor!’: KCBA Will Have a Governance Committee
“Today’s nonprofit needs to look deep within at current systems and structures that are not working. In order to be nimble, flexible, and adaptable, the organization of tomorrow needs to be thoughtful and self-reflective.”
— Robin Cabral
Despite this institution having existed since 1886, structurally, KCBA is a relatively small, local organization. But the Association has an outsized impact. Over the decades, when our staff, membership and Board have seen a need in our membership, community, and state, we have worked collectively to fill that need as our mission demands. We have built new programs under the auspices of KCBA that would, for other nonprofits, be their entire organizational mission. KCBA is, and I mean this in the most loving sense, like Wyoming’s Smith Mansion.[1]
The multiplicity of KCBA’s systems presents a challenge not just for our incredible staff, who execute on our many missions, but also for the board and its leadership. KCBA governance can be very daunting. Having a working knowledge of each committee, section, pro bono and legal aid program, membership service and benefit, public policy position, event, and other KCBA work is a heavy lift.
And knowing what KCBA does is not enough to provide excellent board leadership. We also have to know what is and isn’t working, innovate, and respond to changing times.
Our volunteer board members need to rely on the executive committee to guide them through their board service. But each new fiscal year brings new board leadership who get on-the-job training. Although our executive triad has a two-year ramp-up to the presidency, this organization has so many irons in the fire that I doubt it could ever feel like enough preparation.
Our board retreat last summer focused on the best practices of effective nonprofit boards. At one point, our facilitator asked about our governance committee. When he saw several furrowed brows, he expressed surprise that we did not have one. He suggested we explore the idea of adding formalized governance work to our board’s structure.
A governance committee is a group of people who oversee the function and duties of the board of directors, separate and apart from the executive committee or board itself. Overall, the purpose of a governance committee is to serve as the main resource on governance for the board.
An engaged governance committee helps keep the board aligned with strategic priorities. The committee also acts as the board’s compliance conscience, monitoring bylaws, state and federal regulations, and accreditation standards to protect the organization from legal or reputational risk.
Finally, governance committees are often early champions of modern governance practices and incorporating technology to reduce administrative burden while elevating decision quality. Together, these responsibilities make the committee a critical engine of board effectiveness and mission impact.
Board governance committees are the board of directors’ primary resource for governance issues. They oversee board compliance with a board governance framework. They also oversee the people and responsibilities of the board including enforcing the organization’s articles, bylaws, and constitution to ensure the Board is meeting its obligations. The committee ensures that the board functions effectively and provides continuity of board policies and practices.
As the retreat facilitator suggested, the board explored the idea of a governance committee. We gathered a small group of talented folks who know and understand KCBA board service, led by our Second Vice President Cynthia Jones. Together, they formed the KCBA Governance Committee Exploration Task Force to examine the feasibility and advisability of such a committee. The task force was asked to recommend to the Board whether or not we should have a formal governance committee, and if so, what its general structure, membership, and mandate would be.
The task force recently came back with its recommendations for the board. It noted many bar associations and nonprofit organizations of comparable size and complexity benefit from a dedicated governance committee. It observed that having such a committee aligns with best practice in nonprofit governance because it promotes stronger board composition and leadership succession, clear governance structures and accountability, ethical oversight and compliance, and board continuity, engagement, and effectiveness. Separating governance and nominations responsibilities from operational or executive functions can, according to the task force, help ensure sustained board performance and transparency while avoiding concentration of authority.
The task force also noted that a governance committee could ensure that the Board functions effectively, ethically, and legally pursuant to the KCBA Bylaws and generally accepted nonprofit governance principles. It is governance-focused and advisory in nature, with authority to make recommendations to the Board.
Based on the task force’s recommendation, the board voted to lay the groundwork for establishing the KCBA’s first governance committee! And yes, that exclamation point is heartfelt. There is still more work to be done, but I hope that, when this committee is up and running, it will benefit future boards and KCBA as a whole for decades to come.
[1] https://www.atlasobscura.com/places/smith-mansion
