Board Operations Committee: Members & Responsibilities
The Board Operations Committee membership is composed of:
- the Chair of the Board, who shall chair the Board Operations Committee,
- the Chair of the Planning & Development Committee,
- the Chair of the Performance Monitoring & External Relations Committee,
- the Chair Pro Tempore of the Board, and
- the Chief Executive Officer (in an ex-officio capacity):
Kevin Freeman, Small Cities (Millwood), Chair (Board Chair)
Candace Mumm, City of Spokane (Chair Pro-Tempore)
Al French, Spokane County (P&D Chair)
Pamela Haley, City of Spokane Valley (PMER Chair)
E. Susan Meyer (Ex-Officio)
In any calendar year in which the composition listed above does not include at least one Director appointed by the legislative body of each of the governments or groups of governments appointing Directors to the Board, the Chair of the Board shall make such additional appointments to the Board Operations Committee as are needed to provide for such representation.
A quorum for the purpose of conducting business of the Board Operations Committee consists of a majority of the voting members present at any regular or special meeting.
The Board Operations Committee is basically responsible for the effective functioning of the Board of Directors, including Board human resource development, for the maintenance and development of the Board-Chief Executive Officer working relationship, and for the audit function, in this capacity being accountable for:
- Coordinating the functioning of the Board of Directors and the Board’s Governing Committees, keeping the Board Governing Mission updated, setting Board member performance standards, and monitoring the performance of the Board as a whole and of individual Board members.
- Resolving conflict if the Planning & Development Committee or Performance Monitoring & External Relations Committee are unable to reach consensus.
- Recommending revisions in Board of Directors policies in the interest of stronger governance and management of STA affairs.
- Matters involving real estate.
- Matters involving Human Resources.
- Developing and overseeing execution of a formal Board member capacity building program, including such elements as orientation of new members, continuing education and training, and a mentoring program pairing new with senior Board members.
- Ensuring that the Chief Executive Officer employment contract and position description are updated as necessary to reflect changing STA needs, priorities, and circumstances.
- Annually negotiating Chief Executive Officer performance targets and recommending full Board approval, designing the process for annual or semi-annual Board evaluation of Chief Executive Officer progress in achieving these targets, and recommending the Chief Executive Officer’s compensation to the Board.
Note that these are the Chief Executive Officer-specific performance targets, relating to significant Chief Executive Officer commitment of her time to particular high-priority items. They must be in accordance with – and cannot contradict – the overall STA organizational targets that are set through the annual planning and budgeting process, under the oversight of the Board’s Planning & Development Committee.