First of all there must be a clause in the governing document which gives the management committee the power to establish sub-committees. One such example for an unincorporated association is:
“The committee may appoint such subcommittees, advisory groups or working parties of their own members and other persons as they may from time to time decide necessary for the carrying out of their work, and may determine their terms of reference, duration and composition. All such sub-committees shall make regular reports on their work to the committee.”
And for a company limited by guarantee:
“The directors may delegate any of its powers to committees consisting of such members of the company as it thinks fit. Any committee so formed shall conform to any regulations that may be imposed on it by the directors.”
It is then necessary to draw up terms of reference so that members of the subcommittee know their remit and guidelines by which to operate. Terms of reference should include the following information:
Name: a suitable name should be given to the subcommittee which reflects the nature of the work it carries out. For example if it was set up to work on fundraising, then it may simply be called the fundraising sub-committee.
Membership: membership of the sub-committee can comprise a mix of trustees from the management committee, staff and external individuals who either have the expertise to contribute or who are committed to working on the subject area.
Purpose: it is very important that the purpose of the committee is clear, so it needs to be written down so that everyone is working towards the same purpose.
Delegated authority: the management committee is ultimately responsible for any decisions taken by the sub-committee so it needs to decide whether the sub-committee is purely advisory or if it has decision-making powers.
Frequency: the nature of the work to be carried out by the sub-committee will determine the frequency of meetings needed and the lifespan of the subcommittee. For example, if a sub-committee is set up by a community development group to explore the need for developing a local environmental project, a timeframe of six meetings could be set to run every fortnight/ month and the recommendations presented to the management committee at the end of the timeframe.
Duration: it may be a good idea to set a maximum length of time on the meetings.
Positions: the chairperson and the secretary/minute taker need to be identified. It may be advisable to have one of the trustees of the management committee to act as chair of the sub-committee as it is good training for a future chairperson of the management committee.
Reporting procedure: state how often the sub-committee must report to the management committee.
Quorum: state the minimum number of people who must be in attendance for the meeting to open. Be realistic about this figure as the meeting will have to be postponed if a quorum is not reached. You can also state how many trustees of the management committee need to be in attendance. More details may be included in the terms of reference if need be. For a more detailed model terms of reference please contact NICVA Member Services.
- Be careful not to have too many subcommittees as the management committee could lose oversight of them all
- Ensure that delegation and the decision-making process do not become blurred between the management committee and the sub-committee
- The decision-making process could become lengthy
- The management committee may be reluctant to go against the recommendations of the sub-committee
- It should be made clear to trustees who serve on a sub-committee as well as the management committee that the two roles are separate. Trustees who serve on a sub-committee are bound by the terms of reference just as external members to the sub-committee are. They cannot therefore change the direction of the sub-committee or speak to the sub-committee on behalf of other trustees unless authorised to do so.
For further information contact
NICVA Governance and Charity Advice Service
Tel: 028 9087 7777
Email: [email protected]
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