Nathan Garber & Associates
Governance & Planning Support for the Not-for-Profit Sector


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Governance Committee
Sample Terms of Reference
(revised April, 2005)

Many boards have realized that they cannot build  strong and effective boards with a once-a-year nominating committee. They have replaced the nominating committee with a board development or governance committee that works all year to improve board performance through ongoing recruitment and training.

I created this example of the terms of reference for a board development or governance committee. Feel free to use and adapt these terms of reference for your own committee.

Nathan Garber  


The purpose of the Governance Committee is to ensure that the board fulfills its legal, ethical, and functional responsibilities through adequate governance policy development, recruitment strategies, training programs, monitoring of board activities, and evaluation of board members' performance.


The Governance Committee will ensure that the board of directors is able to govern the organization effectively through:

  1. creation of governance policies and procedures;

  2. recruiting and nominating suitable board members;

  3. providing orientation and training programs for board members, and

  4. evaluating the performance of individual members and the board a whole.

Governance Policy Development

The Governance Committee will ensure that policies are created and periodically reviewed which define:

  1. the roles and responsibilities of the board

  2. duties and responsibilities of directors and officers;

  3. conflict of interest procedures;

  4. procedures for nomination, selection, and removal of directors.

Recruitment & Selection

The Governance Committee will ensure that:

  1. the board does not fall below the number of directors required by the bylaws;

  2. directors appointed to the board understand and agree with the mission of the organization and the code of ethics for directors;

  3. directors appointed to the board understand and agree to the time and participation requirements of board members;

  4. directors appointed to the board understand and agree to the financial requirements of board members;

  5. elections and appointments to the board comply with bylaws and other legal requirements.


The Governance Committee will ensure that directors are able to discuss, debate, and plan the following from a basis of knowledge:

  1. the organizationís mission, goals, objectives, programs and services;

  2. the organizationís budget and financial statements;

  3. the roles, duties and responsibilities of the board, committees, individual directors, and the Executive Director.


The Governance Committee will ensure that the board, its committees, and its members are able to plan their activities with knowledge of the achievements, abilities, strengths, and limitations of current directors, staff, and volunteers.


The Governance Committee is accountable to the Board of Directors for the following tasks:

  1. creation and annual review of a 3-5 year plan for board development based on the strategic plan and the annual board assessment;

  2. annual assessment of the boardís strengths and weaknesses;

  3. ongoing recruitment of members who can augment the strengths and build on the weaknesses;

  4. training, coaching, and mentoring for directors to develop their own skills as board members;

  5. monitoring the attendance and contribution of members;

  6. drafting  governance policies and budgets for board development

  7. keeping records of recruitment history: names suggested, who approached, what happened;

  8. producing and keeping current, documents needed for recruitment efforts.


Nathan Garber & Associates
Training and Consulting for the Nonprofit Sector
1071 Richmond Street, London, Ontario, Canada  N6A 3K1
tel: (519) 670-4256  skype: nathan.garber