Terms of Reference

One of the challenges community boards face is balancing the need for good governance (via processes, policies and documentation) with the need for a governance framework that is somewhat flexible (and doesn’t get the organisation bogged down in bureaucracy).

This is even more of a challenge with the introduction of subcommittees, working groups and reference groups. It's essential that roles, responsibilities, reporting and purpose are clear, but we don't need to develop new policies and processes specific to those groups.

One way to capture important information, expectations and processes without developing multiple documents for these sub-groups outside the board is to create Terms of Reference (ToR) that are approved by the board. The Terms of Reference should capture the purpose, membership and operations of the subcommittee to provide clarity and transparency.

Many subcommittees and working groups co-opt community members to provide broad or expert advice. The Terms of Reference clarify the level of involvement, responsibility and authority these groups have within the organisation.

Terms of Reference should be reviewed regularly to ensure they remain fit for purpose, aligned with broad organisational policies, and in step with legislation.

Terms of Reference can be as simple or as detailed as your organisation prefers. Use ICDA's template as a guide to developing your group’s Terms of Reference.

For sub-committees, working groups or reference groups

Provide background information about the problem, issue or opportunity to be resolved, as well as the subject matter the sub-committee deals with. It may be appropriate to outline the sub-committee's expected lifespan.

E.g. The Events Sub-committee has been established to oversee and provide strategic direction and advice on the development, implementation and evaluation of the organisation's biennial conference in June 2025. The sub-committee will commence in March 2025 and finish in September 2025.

Who is on the committee? Document names and positions. It can be helpful to clarify who is eligible to be a member, how membership is approved and how it is communicated with the whole committee and the community.

E.g. The Events Sub-committee consists of the following members:

1. Board member – Bruce Lee
2. Board member – Annie Hall
3. Board member – Roger Rabbit
4. Event coordinator – Bugs Bunny
5. Events contractor representative – Debbie Downer, event manager, EventsRUs
6. Co-opted community member – Yogi Bear
7. Co-opted community member – Dana Scully

Membership is open to any member of the broader community upon request.

All members are approved by the sub-committee and appointments are communicated with the board and general membership via email.

Explain what the sub-committee will do as a group and as individuals.

E.g. The role of the Events Sub-committee is to:

• Provide guidance and advice that helps the events coordinator and events manager to deliver a successful conference.
• Share expertise on conference planning and evaluation.
• Assist the events coordinator and events manager to mitigate or treat risks and other issues that arise throughout the planning and implementation of the conference.
• Provide recommendations to the board to underpin decision making.

Individuals will contribute their subject matter expertise, personal experience or both, and it is expected that this will result in diverse representation and robust discussion.

Outline the authority for the existence of the sub-committee and the decision-making power the sub-committee has as a group.

E.g. The Events Sub-committee is given authority by the organisation’s board of directors in accordance with the Corporations Act 2001 to make decisions and provide guidance to the events coordinator and events manager on decisions that fall within the approved event plan. Any decisions that require a change or amendment to the event plan must be presented to the board as a recommendation for approval.

Capture the logistics of the meetings.

Time, location

If meetings are held at a regular time and place, specify here. Otherwise, be more general; e.g. “Meetings are held online every two months, or in person, as decided at the end of each meeting”.

Roles

Name the chair and outline their role within the sub-committee. This will usually involve chairing meetings, being a point of contact for any clarifications or quick decisions needed, and presenting recommendations and updates to the full board/ or committee.

A secretary will usually compile the agenda in collaboration with the chair, take and distribute minutes, and coordinate any correspondence required.

Some legislation requires sub-committees to have a chair and a secretary and to record and store minutes alongside full board minutes, so ensure your sub-committee adheres to any legislative or regulatory requirements.

Quorum and voting

Sub-committees are often smaller than the full board/committee, so the quorum requirements might need to be different for practical reasons.

It’s important to clarify how the sub-committee will make decisions, such as decisions on what action will be recommended to the full board/committee

Agenda and minutes

Set out the process for developing and sharing the agenda, including how members can add agenda items, as well as when minutes will be shared, how and with whom.

E.g

• The committee shall meet at least six times per year.
• Additional meetings may be scheduled as needed.
• A quorum for meetings shall be the Chair and two other members.
• Minutes of each meeting shall be recorded and submitted to the board for acceptance

Conduct

It’s best practice to have a code of conduct that is applicable to all members of the organisation in any role. Ensure appropriate conduct is clearly shared with all sub-committee members.