Governance Committee

Purpose

The Governance Committee assists the board of directors in fulfilling its responsibilities regarding matters that relate to governing the Association.

Authority

This committee reports directly to the board of directors. The committee has no expressed or implied power or authority.

Membership

• The parliamentarian shall chair the committee. If there is no one serving as parliamentarian, the president shall appoint a director to serve as chair.
• The executive director shall serve as liaison to the committee.
• The committee may elect a vice chair to assist the chair of the committee.
• The board shall appoint other committee members. The majority of members must be directors.
• The committee may include non-director persons whose experience may assist the committee and the board in the performance of their responsibilities. The committee chair will follow the volunteer recruitment process and recommend non-director members to the board for appointment.

Members

• Eric Sembrat, chair and parliamentarian
• Tish Arnold
• Sara Clark, executive director
• Jacqueline Rowe
• Christian Santillo
• Lindsey Sneed
• Brenden Sparks

Nominating Subcommittee members

• Eric Sembrat, chair
• Sara Clark, executive director
• Andrea Mostyn, board recruiter
• Jacqueline Rowe

Responsibilities

As needed

• Review the Association’s eligibility and policies for volunteer service, including board service, and make recommendations to the board as appropriate.
• Review and make recommendations to the board regarding the size, structure, charters, processes and practices of the board and board committees.
• Review the Association’s bylaws, conflict of interest policy, record retention policy, and other governance policies and practices and make recommendations to the board as appropriate.
• Review the policies that reflect best practices for overall good governance, and make recommendations to the board as appropriate.
• Review practices for maintaining board director accountability to ensure that the board is engaged and effective in serving the Association.
• Collect and monitor director interest in serving as board officers. Recommend directors to serve as interim officers when there are not enough interested directors to fill officer positions.

Annually

• Recommend to the Board nominees for appointment to each board committee, and for the chair of each board committee if not already specified by committee charter.
• Oversee orientation, education and self-assessment programs for directors throughout the year.
• Review the board’s individual directors at the end of each of their board terms as part of the re-election process to ensure that they continue to have the appropriate skills and engagement level to continue serving on the Board.
• Review the Association’s membership model, and make recommendations to the board as appropriate.

Board director nomination

The Governance Committee recruits, reviews applications, nominates individuals and recommends candidates for election to the board or to fill vacancies on the board. The Governance Committee also nominates board recruiters who are non-director members of the Association to assist with this nomination process.

The composition of individuals involved in the nomination process should be an odd number, consist of a majority of Governance Committee members (who are also board directors), and include at least one non-director recruiter who is not currently part of a board committee.

General responsibilities

• Ensure board composition reflects factors that affect the Association’s sustainability and mission effectiveness, including diversity and inclusion.
• Oversee the marketing and communications for the nominations process, including the call for nominations.
• Follow the Association Bylaws and complete duties in a timely fashion that enables director election at the May or June regular board meeting.
• Recruit, nominate and oversee board recruiters to assist with the nomination process.

Board director nomination process and timeline

• October
  • Post board recruiter application.
• November
  • Collects in writing if eligible directors with expiring terms plan to renew for another term.
  • Governance Committee interviews and nominates board recruiter(s) for the following calendar year.
• December
  • Governance Committee sends board recruiter recommendations and quantity needed to full board for vote; board recruiter nominees are notified of outcome.
• January
  • Board recruiter(s) begins term.
  • Recommend to the board at its January meeting on the number of seats to be filled and the needed director qualifications and characteristics.
  • Open and promote the call for nominations.
• February-March
  • Actively recruit and nominate candidates, including targeted outreach to diverse institutions, communities and candidates.
  • Vet and interview all candidates to ensure that they have the proper competencies, experience and willingness to fulfill their duties and responsibilities as directors.
• April
  • Send a report to the board secretary for presentation at the May meeting. The report should include:
    • A brief summary of the committee’s process and membership.
    • Names and brief biographies of the nominees the committee recommends for election.
• May
  • The Governance Committee chair shall formally present the report at a regular board meeting. The nominees are formally added to the ballot without further board action. The board uses ballot voting to elect the directors.
• In the event of the resignation or removal of a director before term completion
  • Make a recommendation to the board, within two board meetings from the resignation, on whether to fill the vacated seat prior to the standard nominations cycle.
  • Update the needed director qualifications and characteristics.
  • Recommend candidates to fill vacancies as a result of the resignation or removal of a director.

Operations

• Meets no fewer than four times per year, at the call of the chair of the committee.
• Maintains minutes of all meetings.
• Reviews this charter annually and recommends changes to the board of directors.
• Follows Association policies and procedures.
• Establishes and maintains documentation about committee roles and procedures, including how this committee collaborates with others.
• Communicates and collaborates with other committees and board of directors to accomplish Association goals.
• Provides quarterly updates to the board of directors.