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Board Governing Committee Operating Guidelines

  1. The Board of Directors Chair will appoint the chairs and members of the Planning & Development and Performance Monitoring & External Relations Committees to an annual term. 
  2. Each Board member should be assigned to one (but only one) of the Governing Committees (Note an exception:  that Governing Committee chairs also serve on the Board Operations Committee).  This will ensure that each Governing Committee has a "critical mass" of members and will guard against Board members' overextension and the dilution of governance.
  3. The Chief Executive Officer is an ex officio, non-voting member of all Board Governing Committees and should whenever feasible attend Committee meetings.
  4. Committee action will be taken by a vote of the eligible voting members.  A quorum for the purpose of conducting committee business consists of two voting members.
  5. Only Directors serve as members of the Board’s three Governing Committees.
  6. The Board Governing Committees may create advisory sub-committees consisting of non-Directors to assist them in carrying out their responsibilities.
  7. It is recommended that, to qualify as a Governing Committee chair, a Board member should have served at least a year as an active member of that Committee (after the Committee structure has been in existence for two years).
  8. Board members should make a commitment to attend Committee meetings regularly, be prompt and be prepared.
  9. All matters coming to the full Board should go through the appropriate Governing Committee and be introduced by Committee members.  No action items should be introduced directly to the full Board, without having come through the appropriate Board Governing Committee, and all reports to the Board should be made by Governing Committee members (with the sole exceptions of the regular Chief Executive Officer report to the Board and when non-board advisory sub-committee members or staff members present special briefings under the aegis of the Governing Committees). 
  10. Committees should meet far enough in advance of the regular Board meeting that Committee recommendations can be prepared in a full and timely fashion for transmittal to the full Board.  Committee meetings should never be held in conjunction with the regular Board meeting since this would lead to ritualistic, rather than substantive, Committee sessions.
  11. Whenever a Governing Committee believes that the full Board should be involved in-depth in dealing with an issue, the Committee should take the initiative in recommending to the Board Operations Committee that a special full Board work session be held as part of the regular Board meeting.
  12. Governing Committee chairs and members should be rotated among Committees regularly to ensure that their governing experience is richer and more diverse.  It is recommended that Committee chairs and members be rotated annually when feasible, and that no Committee chair or member serve a term of more than 2 consecutive years.
  13. The Committees should receive strong staff support, including the preparation of agendas and reports to the Board.  The Chief Executive Officer and her Executive Team should work closely together to ensure that the Board's Governing Committees are well staffed.  A member of the Chief Executive Officer’s Executive Team should be assigned to serve as Chief Staff Liaison to each of the Governing Committees.
  14. While the Board Operations Committee should be involved in developing the Board agenda, it should not pre-review or revise the content of Governing Committee reports and recommendations to the full Board.  All Board Governing Committees report directly to the full Board.
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