COMMITTEE CHARTER

[COMMITTEE NAME] COMMITTEE

OF [ORGANIZATION NAME]

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Adopted by the Board of Directors on: [DATE]

Last Amended: [DATE]

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ARTICLE I - PURPOSE

1.1 Establishment

The [COMMITTEE NAME] Committee (the "Committee") is established by the Board of Directors of [ORGANIZATION NAME] (the "Organization") pursuant to Article [NUMBER] of the Organization's Bylaws.

1.2 Committee Type

☐ Standing Committee: The Committee is a standing committee with ongoing responsibilities.

☐ Ad Hoc Committee: The Committee is an ad hoc committee established for [SPECIFIC PURPOSE] and shall dissolve upon [COMPLETION OF TASK / DATE / BOARD ACTION].

1.3 Purpose Statement

The purpose of the Committee is to:

[SELECT AND CUSTOMIZE ONE OF THE FOLLOWING OR CREATE CUSTOM PURPOSE]

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EXECUTIVE COMMITTEE

☐ Executive Committee Purpose:

The Executive Committee is authorized to act on behalf of the Board of Directors between Board meetings on matters requiring immediate action, subject to the limitations set forth in this Charter and applicable law.

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FINANCE COMMITTEE

☐ Finance Committee Purpose:

The Finance Committee oversees the financial planning, budgeting, financial reporting, and fiscal policies of the Organization to ensure financial sustainability and sound stewardship of organizational resources.

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AUDIT COMMITTEE

☐ Audit Committee Purpose:

The Audit Committee oversees the Organization's financial reporting processes, internal controls, and the independent audit function to ensure the integrity of financial information and compliance with applicable laws and regulations.

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GOVERNANCE/NOMINATING COMMITTEE

☐ Governance/Nominating Committee Purpose:

The Governance/Nominating Committee identifies and recruits qualified candidates for Board membership, oversees Board orientation and development, and ensures effective governance practices.

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DEVELOPMENT/FUNDRAISING COMMITTEE

☐ Development/Fundraising Committee Purpose:

The Development Committee provides oversight and leadership for the Organization's fundraising activities, cultivates major donor relationships, and ensures adequate resources to fulfill the Organization's mission.

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PROGRAM COMMITTEE

☐ Program Committee Purpose:

The Program Committee provides oversight and guidance for the Organization's programs and services, ensuring alignment with the mission and strategic priorities.

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COMPENSATION/HUMAN RESOURCES COMMITTEE

☐ Compensation/HR Committee Purpose:

The Compensation Committee oversees matters related to executive compensation, ensuring fair and reasonable compensation practices that comply with IRS requirements for nonprofit organizations.

[// GUIDANCE (IRS): Compensation decisions for "disqualified persons" should be made by independent board members using comparability data to establish the rebuttable presumption of reasonableness under IRC Section 4958.]

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CUSTOM COMMITTEE

☐ [COMMITTEE NAME] Purpose:

[DESCRIBE THE PURPOSE OF THE COMMITTEE]

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ARTICLE II - AUTHORITY

2.1 Scope of Authority

The Committee shall have authority to:

(a) [LIST SPECIFIC AUTHORITIES]
(b) [LIST SPECIFIC AUTHORITIES]
(c) Make recommendations to the Board on matters within its scope;
(d) Request information and reports from staff as needed;
(e) Engage outside advisors or consultants with Board approval.

2.2 Limitations on Authority

The Committee shall NOT have authority to:

(a) Approve or recommend to members any action requiring member approval;
(b) Fill vacancies on the Board of Directors;
(c) Adopt, amend, or repeal the Bylaws;
(d) Approve the annual budget (except Executive Committee in emergencies);
(e) Approve dissolution, merger, or sale of substantially all assets;
(f) Take any action beyond the scope delegated by the Board;
(g) [ADDITIONAL LIMITATIONS]

[// GUIDANCE: State laws typically limit committees' authority. Review your state's nonprofit corporation act for specific limitations.]

2.3 Reporting

The Committee shall report its activities and recommendations to the full Board at each regular Board meeting.

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ARTICLE III - MEMBERSHIP

3.1 Composition

The Committee shall consist of at least [NUMBER] members, including:

☐ A Committee Chair appointed by the Board Chair
☐ At least [NUMBER] Board members
☐ The [OFFICER TITLE] shall serve as an ex-officio member
☐ Up to [NUMBER] non-Board members with relevant expertise
☐ The Executive Director (ex-officio, non-voting)

3.2 Qualifications

Committee members should possess:

(a) [RELEVANT SKILL/EXPERIENCE]
(b) [RELEVANT SKILL/EXPERIENCE]
(c) Commitment to the Organization's mission
(d) Ability to attend meetings and fulfill committee responsibilities

3.3 Appointment and Term

(a) Committee members are appointed by [THE BOARD CHAIR / THE BOARD OF DIRECTORS] for a term of [NUMBER] year(s).

(b) Committee members may be reappointed for additional terms.

(c) Committee members serve at the pleasure of the Board and may be removed at any time.

3.4 Committee Chair

(a) The Committee Chair is appointed by [THE BOARD CHAIR / THE BOARD].

(b) The Committee Chair shall:
- Preside at Committee meetings;
- Set meeting agendas in consultation with staff;
- Ensure Committee fulfills its charter responsibilities;
- Report to the Board on Committee activities;
- Coordinate with other Committee Chairs as appropriate.

3.5 Vacancies

Vacancies on the Committee shall be filled by [THE BOARD CHAIR / THE BOARD OF DIRECTORS].

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ARTICLE IV - MEETINGS

4.1 Frequency

The Committee shall meet at least [NUMBER] times per year, or more frequently as needed.

4.2 Notice

Notice of meetings shall be given at least [NUMBER] days in advance, except in cases of emergency.

4.3 Quorum

A majority of the Committee members shall constitute a quorum for the transaction of business.

4.4 Voting

Each Committee member shall have one vote. The affirmative vote of a majority of members present at a meeting at which a quorum is present shall be the act of the Committee.

4.5 Remote Participation

Committee members may participate in meetings by telephone or video conference.

4.6 Action Without Meeting

The Committee may act without a meeting if all members consent in writing to the action.

4.7 Minutes

The Committee shall keep minutes of its proceedings, which shall be filed with the Organization's corporate records.

4.8 Staff Support

[STAFF TITLE] shall provide administrative support to the Committee.

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ARTICLE V - RESPONSIBILITIES

5.1 Specific Duties

[SELECT AND CUSTOMIZE DUTIES BASED ON COMMITTEE TYPE]

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EXECUTIVE COMMITTEE DUTIES

☐ The Executive Committee shall:

(a) Act on behalf of the Board on urgent matters between Board meetings;
(b) Provide counsel and advice to the Board Chair and Executive Director;
(c) Review and recommend items for Board meeting agendas;
(d) Address personnel matters involving the Executive Director;
(e) Handle sensitive matters requiring confidentiality;
(f) Report all actions to the full Board at the next meeting for ratification.

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FINANCE COMMITTEE DUTIES

☐ The Finance Committee shall:

(a) Develop and recommend the annual operating budget to the Board;
(b) Review monthly/quarterly financial statements;
(c) Monitor cash flow and investments;
(d) Review and recommend financial policies;
(e) Ensure adequate internal financial controls;
(f) Review significant financial transactions;
(g) Oversee development of long-range financial plans;
(h) Monitor compliance with donor restrictions;
(i) Coordinate with the Audit Committee as appropriate.

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AUDIT COMMITTEE DUTIES

☐ The Audit Committee shall:

(a) Recommend selection of independent auditors to the Board;
(b) Review and approve the scope and plan of the annual audit;
(c) Meet with independent auditors before and after the audit;
(d) Review audited financial statements and management letter;
(e) Review and assess internal controls;
(f) Oversee compliance with laws and regulations;
(g) Review related-party transactions;
(h) Provide a channel for reporting concerns (whistleblower function);
(i) Report findings and recommendations to the Board.

Independence Requirements:
Audit Committee members must be independent and may not:
- Be employees of the Organization;
- Receive compensation from the Organization (other than Board service);
- Have a financial interest in transactions with the Organization.

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GOVERNANCE/NOMINATING COMMITTEE DUTIES

☐ The Governance/Nominating Committee shall:

(a) Assess Board composition and identify skill/experience gaps;
(b) Identify and recruit qualified Board candidates;
(c) Recommend nominees to the Board;
(d) Develop and oversee Board orientation program;
(e) Coordinate annual Board self-assessment;
(f) Review and recommend updates to governance documents;
(g) Recommend Board committee structure and assignments;
(h) Oversee Board member succession planning;
(i) Monitor governance best practices.

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DEVELOPMENT/FUNDRAISING COMMITTEE DUTIES

☐ The Development Committee shall:

(a) Develop and recommend fundraising strategies and goals;
(b) Identify and cultivate potential major donors;
(c) Participate in donor solicitation and stewardship;
(d) Oversee major fundraising campaigns;
(e) Review and recommend gift acceptance policies;
(f) Monitor fundraising progress against goals;
(g) Ensure Board member participation in fundraising;
(h) Recognize and thank donors.

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PROGRAM COMMITTEE DUTIES

☐ The Program Committee shall:

(a) Review program effectiveness and outcomes;
(b) Recommend new programs aligned with mission;
(c) Review and recommend program policies;
(d) Monitor program compliance with funder requirements;
(e) Identify program expansion or reduction opportunities;
(f) Ensure programs serve target populations effectively.

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COMPENSATION/HR COMMITTEE DUTIES

☐ The Compensation Committee shall:

(a) Review and recommend Executive Director compensation;
(b) Conduct or oversee compensation benchmarking;
(c) Ensure compensation is reasonable and defensible;
(d) Review employee benefit programs;
(e) Oversee Executive Director performance evaluation;
(f) Document compensation decisions to establish rebuttable presumption;
(g) Review key personnel policies.

[// GUIDANCE (IRS): Document that independent committee members approved compensation using comparability data. This establishes the rebuttable presumption of reasonableness under IRC Section 4958.]

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CUSTOM COMMITTEE DUTIES

☐ The [COMMITTEE NAME] Committee shall:

(a) [DUTY 1]
(b) [DUTY 2]
(c) [DUTY 3]
(d) [DUTY 4]
(e) Report activities and recommendations to the Board.

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ARTICLE VI - ANNUAL REVIEW

6.1 Charter Review

The Committee shall review this Charter annually and recommend any changes to the Board of Directors.

6.2 Performance Assessment

The Committee shall annually assess its performance against this Charter and report findings to the Board.

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ARTICLE VII - AMENDMENT

This Charter may be amended by the Board of Directors at any time.

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ADOPTION

This Committee Charter was adopted by the Board of Directors of [ORGANIZATION NAME] on [DATE].

_________________________________________
[NAME], Board Chair

_________________________________________
[NAME], Secretary

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CURRENT COMMITTEE MEMBERSHIP

Name	Role	Term Began	Term Expires
[NAME]	Chair	[DATE]	[DATE]
[NAME]	Member	[DATE]	[DATE]
[NAME]	Member	[DATE]	[DATE]
[NAME]	Ex-Officio	N/A	N/A

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MEETING SCHEDULE

Fiscal Year [YEAR] Meeting Schedule:

Meeting	Date	Time	Location
Q1	[DATE]	[TIME]	[LOCATION]
Q2	[DATE]	[TIME]	[LOCATION]
Q3	[DATE]	[TIME]	[LOCATION]
Q4	[DATE]	[TIME]	[LOCATION]

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AMENDMENT HISTORY

Date	Description	Approved By
[DATE]	Original adoption	Board of Directors
[DATE]	[DESCRIPTION]	Board of Directors

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