Template
Board Committee Charter Template
A written charter for every standing committee — purpose, authority, composition, meetings, and responsibilities. Read it here, download the editable Word file, or print it. One template works for any committee; the guidance covers the standing committees most boards maintain.
Organization
Committee name
Adopted by board resolution on
Last reviewed
| # | Charter section | What to include |
|---|---|---|
| 1 | Purpose | Why the committee exists and what board need it serves. One or two sentences, tied to the board's oversight responsibilities. |
| 2 | Authority | What the committee may do on its own (investigate, retain advisors, access records) and what it may only recommend to the full board. Most committees recommend; the board decides. |
| 3 | Composition and Membership | Number of members, independence requirements, financial literacy or other qualifications, who appoints members and the chair, and term lengths. |
| 4 | Meetings | How often the committee meets, quorum, who may attend, whether it meets in executive session, and how minutes are kept and approved. |
| 5 | Responsibilities and Duties | The specific, enumerated duties of the committee — the heart of the charter. List them individually so nothing is implied. |
| 6 | Reporting to the Board | How and when the committee reports its work and recommendations to the full board — typically at every regular board meeting. |
| 7 | Resources and Advisors | The committee's authority to retain independent counsel, auditors, or other advisors, and the funding for doing so. |
| 8 | Charter Review | An annual review of the charter itself, with any changes recommended to the full board for approval. |
Guidance notes
- Common standing committees for corporate boards: Audit, Compensation, and Governance/Nominating. Create a charter for each.
- A charter answers three questions: why the committee exists, what it may do, and what it must do. If a duty is not written down, it will not be owned.
- Keep authority clear: most committees investigate and recommend; the full board decides. State any exceptions explicitly.
- Adopt each charter by board resolution and record the adoption in the minutes.
- Review every charter annually. Committees drift; the charter review is how the board pulls them back.
Before you adopt any charter
- Legal counsel review is required
- Every charter should be reviewed, adapted, and approved by qualified legal counsel licensed in your state or jurisdiction before your board adopts it.
- Educational model language only
- This is a general model provided for educational purposes. It is not legal, tax, accounting, or compliance advice, and it does not create an attorney-client or advisory relationship.
- Tailor to your governing documents and law
- Each charter must align with your articles of incorporation, bylaws, applicable state corporate or nonprofit statutes, and any regulatory requirements that apply to your organization — including stock-exchange listing standards for public companies.
- A charter takes effect only when formally adopted
- A charter is not in force until the board discusses it, approves it by vote or resolution, and the adoption and effective date are recorded in the minutes.
This template is provided for educational purposes only and does not constitute legal, tax, accounting, or compliance advice, nor does it create an attorney-client or advisory relationship. Adapt it to your organization's articles, bylaws, governing documents, and applicable law, and have qualified legal counsel review every charter before your board adopts it.
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