Template · Governance

Committee charter

A one-page charter for a board committee or advisory group: purpose, authority and its limits, members, meetings, reporting and a yearly review.

Three editable formats: Word (.docx), Rich Text (.rtf) and plain text (.txt). Reviewed October 21, 2026.

How to use this template

  1. Download it as a Word file (.docx), which opens in Microsoft Word, Google Docs, Pages and LibreOffice, or as Rich Text (.rtf) or plain text (.txt). All three are editable.
  2. Fill in every blank. Blanks are in square brackets, like [ORGANIZATION NAME], and are highlighted in the preview below. Delete any bracketed notes you don't need.
  3. Make it yours. Check it against your bylaws and your state's rules, and change anything that doesn't fit. Have your board approve it where it says so.
  4. Printing? Print this page: the printout leaves out the site's menus and shows the template with lines for the blanks.

A committee charter is a short document, approved by the board, that says what a committee is for, what it may decide, who serves on it and how it reports back. It stops committees from drifting, overlapping or quietly taking over decisions that belong to the full board. Use one for each standing committee (such as finance, governance, fundraising or audit) and for any advisory group.

Board committees and advisory groups

There are two kinds of committee, and the charter should say which this is:

  • A committee of the board is made up of directors, or mostly directors, and may be given authority to act for the board within limits. State law sets the rules. In New York, section 712 of the Not-for-Profit Corporation Law requires three or more directors. In Illinois, 805 ILCS 105/108.40 requires two or more directors, with directors in the majority, and allows only committees involved in electing directors to be made up entirely of non-directors.
  • An advisory committee may include non-directors and gives advice only. New York calls these "committees of the corporation" and says they have no authority to bind the board.

Some decisions can't be handed to any committee. Both New York and Illinois list examples, including filling board vacancies, electing or removing directors or officers, amending the bylaws, and approving a merger or dissolution. Check your state's list and your bylaws before giving a committee any authority.

How to adapt it

  • Keep authority narrow. Most small-charity committees only recommend; the full board decides.
  • Approve the charter by board resolution, and record it in the minutes. See our board resolutions template.
  • Keep minutes. If a committee can act for the board, Form 990, Part VI, line 8b asks whether its meetings and written actions were documented at the time. The IRS counts documentation as made at the time if it's done by the later of the next meeting or 60 days after the meeting.
  • Review it every year, and close committees that have finished their job.

Preview

[COMMITTEE NAME] charter

Organization: [ORGANIZATION NAME]

Approved by the board on: [DATE]

Type: [COMMITTEE OF THE BOARD OR ADVISORY COMMITTEE]

1. Purpose

The [COMMITTEE NAME] helps the board by [ONE OR TWO SENTENCES ON WHAT THE COMMITTEE IS FOR].

2. Responsibilities

The committee will:

  1. [RESPONSIBILITY, FOR EXAMPLE "REVIEW THE DRAFT ANNUAL BUDGET AND RECOMMEND IT TO THE BOARD"]
  2. [RESPONSIBILITY]
  3. [RESPONSIBILITY]
  4. Report to the board after each meeting, and give a short yearly summary of its work.

3. Authority

[CHOOSE ONE]

  • The committee advises and recommends only. All decisions are made by the full board.
  • The committee may decide the following on the board's behalf, within the approved budget and our bylaws: [LIST]. It may not fill board vacancies, elect or remove directors or officers, amend the bylaws or articles, approve a merger, sale of substantially all assets or dissolution, or do anything else our state law or bylaws reserve to the board.

The committee may not sign contracts, spend money or speak for the organization unless the board has authorized it in writing.

4. Members

  • Number of members: [NUMBER]
  • Directors on the committee: at least [NUMBER, MEETING YOUR STATE'S MINIMUM FOR A BOARD COMMITTEE]
  • Non-directors: [ALLOWED OR NOT ALLOWED; IF ALLOWED, HOW MANY]
  • Chair of the committee: [NAME OR ROLE], appointed by [THE BOARD OR THE BOARD CHAIR]
  • Appointed by: [THE BOARD], for terms of [NUMBER] year(s)
  • Staff support: [ROLE], who does not vote

Members follow our conflict of interest policy and keep committee discussions confidential.

5. Meetings

  • The committee meets at least [NUMBER] times a year, and when the committee chair calls a meeting.
  • Quorum: [A MAJORITY OF MEMBERS, OR THE NUMBER YOUR BYLAWS OR STATE LAW SET]
  • Decisions: by a majority of members present at a meeting with a quorum, or by unanimous written consent where our bylaws and state law allow.
  • Minutes or notes are kept for every meeting and shared with the board by [WHEN].

6. Review

The board reviews this charter and the committee's work every year, at [MEETING OR MONTH], and decides whether to keep, change or close the committee.

Committee members for [YEAR]: [NAMES AND ROLES]

General information. Not legal, tax or financial advice. Rules change and every situation is different, so check the official sources and talk to a qualified professional before you act. More about this.

Keep going

Sources

Checked on October 21, 2026. Rules and fees change, so follow the links for the current version.

  1. New York State Senate: Not-for-Profit Corporation Law section 712, Executive committee and other committees
  2. Illinois General Assembly: 805 ILCS 105/108.40, Committees
  3. IRS: Instructions for Form 990 (2025), Part VI line 8b (documenting committee meetings)

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