Tales from the Man who would be King

Rex Jaeschke's Personal Blog

How Committees Work

© 2011 Rex Jaeschke. All rights reserved.

I have been attending meetings of one sort of committee or another for more than 40 years now, and for most of those years I've served in an officer role, such as chair, vice chair, treasurer, secretary, or special projects leader. These committees' interests have included less formal things like sporting clubs, social clubs, professional associations, and school parent/teacher associations, to more formal homeowners associations and charitable foundations, and to quite rigorous US and international standards committees and consortia.

I've never had any formal training in how to get the most out of a meeting; it's all been "on the job" training. Fortunately, for the important work-related forums, I had some great mentors, and my experience in working with them has held me in good stead in my other committee work. You can read all the advice books you like, but there is no substitute for experiencing it firsthand, and having a mentor with whom you can ask questions and share your thoughts and goals.

To reach your goals in any sort of committee, you need confidence, some good and trusted allies, and better than fair communication skills, a combination that many (perhaps most) participants lack.

Original Charter and Bylaws

If you are thinking of joining a committee, find out how and why it was formed. Just what was the mission of the original founders? In formal settings, one should expect to find some sort of charter document or Articles of Incorporation that spell out some of the basics, such as the mission, the slate of officers, how officers are elected, membership requirements, and so on. A copy of this document should be made available to all prospective and new members, without exception or hardship.

Although there might be only one document, it is common to have a compact charter with a separate set of bylaws that contain more details of day-to-day operation about things like meeting rules, quorum, voting, dues, and so on. [There might even be a Rules of Operation manual separate from the bylaws.]

Locate the charter and bylaws, read them, and understand them. Ask questions if something isn't clear. Most dictators aren't benevolent, so if you run into a committee chair who shies away from questions about the founding and operating documents, beware, as he is probably trying to run things his way rather than the way the official rules were written.

All or almost all of the things in the charter and bylaws can be amended, and you should know the process for doing so. Just because a group was chartered with a set of certain goals doesn't necessarily mean it has to stick with those forever.

If a group achieves its goal, it is okay to shut it down. Beware the chair that is always looking for "the next big thing" for his committee in order to keep himself visible or in a job.

Officer Positions and Responsibilities

Well-run committees typically have at least the following leadership positions:

  1. Chair – prepares meeting agendas, runs meetings, and generally is the face of the group to the outside world.
  2. Vice chair – typically manages documents and other administration, and serves as backup to the chair.
  3. Secretary – For the most part this means, "meeting secretary", in which case he records the minutes of each meeting and distributes them to the members. Some committees have a separate position of "correspondence secretary" to handle incoming and outgoing letters/email.
  4. Treasurer – the person who collects fees, banks money, pays bills, issues checks for awards, and does pretty much anything financial.
  5. Parliamentarian – for most committees, most business is non-controversial, but if things get emotional and tempers flare or the stakes are high, it is important to have a calm person who has an intimate knowledge of the charter and bylaws, as well as general rules for running meetings. This is the role of the Parliamentarian. Note, however, during a meeting, it is not the Parliamentarian's job to tell you as a member how to achieve a certain goal. (Certainly, you can and should talk to her off-line outside of meetings.)

A good chair and secretary combination is essential for the long-term success of a committee.

A formal committee might be incorporated, possibly as a non-profit corporation. In this case, not only will it need the positions above to run day-to-day operations, it will also need corporate officers, such as a president, vice president, secretary, and treasurer. And while these could be occupied by some of the same people as the operational positions, this might not be required or desirable.

Taking in Money

One of the ways membership is often defined is by charging a fee. Also, many groups are created to raise money for things like charitable uses, religious purposes, and political causes. In these cases, you need some way to manage the income and expenses. This typically involves the following:

  1. Having some sort of a paper or electronic ledger in which to record all transactions.
  2. Having a checking (and possibly a savings) bank account, and having at least two people who can sign checks and other financial documents. (For large amounts of money, you might need investment accounts as well, especially if you don't spend all the money you raise each year.)
  3. Considering having a rule that requires at least two signatures to authorize payments over a certain amount.
  4. For non-trivial operations, having an independent audit of the financial records each year.
  5. Possibly filing a federal and/or state tax return.
  6. Generation of financial summaries for each meeting as well as at the end of the financial year.
  7. Possible need for an operating budget.
  8. Possible need to handle payments/donations by credit card.
  9. Need to issue receipts.

Organizations raising money from their membership or others need to know the tax rules of their country, state, and city. For example, here in the US, donations to a non-profit organization might be tax-deductible, but not if the organization's purpose is to promote a political party. Becoming registered as an organization to which donations are tax-deductible can be attractive, but it will require more paperwork, scrutiny, reporting, and regulation. It might even require that the group's tax return be made public (although the list of individual donors might not need to be disclosed).

Legal Issues

For the most part, this is only of concern to groups planning on collecting more than a little money. In such cases, it may be desirable for the officers to be covered by officer liability insurance.


Many organizations have two kinds of meetings: board and general membership. In general, it is not efficient to have all members involved in making all decisions. As a result, groups usually have an executive committee or board, of five or six members, for example. They might meet monthly or quarterly to deal with operational business. Basically, the general membership delegates to them operating decisions. All members should be permitted to attend board meetings; however, for sensitive topics (such as discussing ejecting a member), the board might "go into executive session", which means that non-board members are asked to leave the room.

In this model, once a year, the group holds an annual general meeting at which the "big picture" information is presented, officer vacancies are filled, bylaw changes are considered, and policy decisions are made.

Parliamentary Procedure

In the US, unless it is specified otherwise by a committee's bylaws/rules, the rules for conducting a meeting are determined by Roberts Rules of Order. Other countries may have their own formal or de facto set of rules or guidelines. Find out the situation in your country, get a copy of such rules, and learn at least the basic ones. A Parliamentarian should bring a copy to each meeting, so she can be consulted when procedural rules are questioned.

So what sort of things might come up in a meeting that could need adjudication? Examples include the following:

  1. Are there a sufficient number of members present to conduct business? That is, is a quorum present?
  2. Is everyone present actually entitled to be there?
  3. Was sufficient notice posted for the agenda, supporting documents, and meeting place/time?
  4. Is it possible to undo a motion at the same meeting at which it was voted on and it passed?
  5. What are the rules for amending a motion already on the floor?
  6. How can you raise a point of order if you think the rules are being circumvented?
  7. Can the chair's decision be overridden?

Decision Making

There are two main ways of making a decision: voting or by consensus. Either way, the process of how this is done needs to be documented. Note that consensus does not require unanimity, and relies heavily on the chair's assessment.

When it comes to voting, it is worth considering the following:

  1. Who is eligible to vote?
  2. Does the chair get to vote?
  3. Will the vote be by voice, by a show of hands, or by a roll call (by asking each voting member present for her position, which is then recorded in the minutes)? Can a member request that a particular vote be done by roll call?
  4. Are abstentions permitted?
  5. For No and Abstain positions, are reasons required?
  6. When not using the roll-call method, may a member request that her own vote be recorded explicitly in the minutes?

Meeting Agendas

A meeting without a written agenda circulated in advance indicates a lack of organization, an attempt to keep members in the dark, or both.

The agenda should list the main issues to be covered at the meeting to which it pertains, and any supporting documents needed for discussion of those issues. However, the agenda as distributed is not a law unto itself; specifically, whoever prepared the agenda does not have the right to dictate what the final agenda will be. All he gets is the right to propose an agenda. One of the first items on the agenda must be the adoption of the final agenda, and that's when items can be added, removed, or amended by the members present, according to committee rules.

It is common practice to issue a copy of any agenda revised at a meeting with the minutes of that meeting.

Certain agenda items can involve the review of non-trivial amounts of information, such as financial statements, bids and estimates by vendors, comparisons of competing services, applications for funds, and so on. In order for members to have a chance to read and digest such information, it should be distributed in advance. Formal committees often have something like a "two-week rule", which requires that any such document that is to be discussed at a meeting must be circulated at least two weeks prior to the meeting.

One of the worst things that can happen at a meeting is to be presented with a proposal and asked to vote on it without any prior distribution of the information needed to make that decision. Speak up if you object. Silence if often taken as assent.

[One issue that has arisen in recent times is the manner of document distribution and not just the time allotted. Is email distribution allowed and is it sufficient under the rules?]

Meeting Minutes

One of the hardest and most thankless jobs in a committee is that of recording secretary. A good one is worth keeping, so treat them right!

In these days of laptop computers, it is common for a secretary to write minutes electronically, in which case, the best approach is to create a template of the minutes in advance based on the draft agenda that has been circulated.

For the most part, it is best not to record verbatim just who said what, but rather, to capture the pros and cons of various positions. Of course, if a member specifically asks to have a verbatim copy of her own words recorded, then it is okay to do so.

Draft minutes should be distributed to the membership in a reasonable time, say within 30 days. And they must be distributed in advance of the next meeting of the organization. One of the first orders of business at a meeting must be the approval (possibly with corrections) of the minutes of the previous meeting. Until that is done, the official record of that previous meeting has not been completed, and it is very bad practice to have another meeting when the official outcome of the previous one has not yet been agreed upon.

Meeting Action items

It is common for members to take on, or for the chair to assign, action items during a meeting. When it comes to delivering on action items, in my experience, there are two main kinds of people: those who take care of their actions in the week or so after a meeting ends, and those who take care of them in the week before the following meeting. [As such, the amount of time separating those two weeks is generally irrelevant.]

Action items should be marked clearly as such in the minutes, and highlighting them with the word "Action" in bold in front of them is a good idea. Apart from recording new action items, place all open action items still pending from previous meetings near the front of each agenda, so they can be reviewed.

A lot of people "talk the talk", but don't "walk-the-walk". That is, once assigned an action item, they drag their feet and might even fail to deliver anything at all. Basically, they are there for the glory, but not the work needed to make things happen. If members are very tardy in fulfilling their assignments, consider adding to the action item the date on which the action item was assigned, so everyone will see how tardy that person is. A little bit of public embarrassment can go a long way, and a wise chair will avoid assigning action items to members with a tardy track record, or will reassign such items if sufficient progress isn't made in a certain amount of time.

For members to see their action items and to have a chance to act on them in a timely manner, the draft minutes need to be distributed reasonably soon after the end of the meeting. Also, one of the last items on the agenda should be to read out the action items assigned and their owners.

Possible Complications and Abuses

Some groups meet on a very regular basis. Assuming they record minutes, beware any group that doesn't allow sufficient time for minutes to be produced and circulated before they have to be approved at the following meeting.

Meeting announcements, agendas and supporting documents, and draft/final minutes should all be distributed or made available to all members. Now, although many people these days have email or can access an internet webpage, people who don't would be disenfranchised if that were the only means of communication to members. Unless the committee rules require electronic access, be prepared to make hard copies of some documents for some members some of the time, and allow extra time for their distribution.

For the most part, meetings of committees and any subcommittees must be held at times and in locations that are convenient and readily accessible to the membership at large. So while it might be convenient for the retired members of a subcommittee to meet during a weekday, that will not suit most working members. Be sensitive to other members' constraints and avoid the appearance of restricting participation.

There are many people with good ideas, and there are many people who can speak eloquently. However, there are far fewer people who can do both. Certainly, a member planning to speak on any topic should prepare in advance; then once he has the floor, a good chair will help him articulate his position. And there is no place in a meeting for criticism unless it is constructive. If you are easily intimidated, you'll be far less likely to speak at any meeting let alone have things go your way.

I happen to work on a number of international committees in which all business is conducted in English, yet that is not the first language of many participants. In such cases, without being condescending, I speak more slowly and use a simpler vocabulary, and as a chair, I encourage and support those members needing help to express themselves. This can also be a concern in non-international committees. For example, I've seen immigrant parents with minimal English-language skills be so intimidated at parent/teacher association meetings that they don't speak at all, or worse still, they stop participating.


John Cleese (from the comedy troupe Monty Python's Flying Circus) produced and acted in a number of successful business training films, including Meetings, Bloody Meetings and More Bloody Meetings. Some of these are floating around on the internet. I highly recommend them.

I'm a great believer that for most committees the real business happens between meetings. You start with an idea, you run it by another member, and once the idea gels, you get support from several other members. That way, when it is discussed at a meeting, you have already worked out the kinks in your idea and you have others supporting you. That is, you use a meeting to ratify ideas raised previously and discussed off-line until there is a solid basis of support. If you have a great idea, but you keep it to yourself, and you bring it to a meeting, you have no right to expect others to embrace your idea at that meeting until they have had sufficient time to consider (as in, sleep on) it.

Know your rights and exercise them; happy meeting!