Board Operations Committee: Members & Responsibilities
- 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.
- 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.
- The Chief Executive Officer is an ex officio, non-voting member of all Board Governing Committees and should whenever feasible attend Committee meetings.
- 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.
- Only Directors serve as members of the Board’s three Governing Committees.
- The Board Governing Committees may create advisory sub-committees consisting of non-Directors to assist them in carrying out their responsibilities.
- 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).
- Board members should make a commitment to attend Committee meetings regularly, be prompt and be prepared.
- 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).
- 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.
- 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.
- 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.
- 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.
- 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.
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):
Council Member Lori Kinnear
Chair of the Board
City of Spokane
808 West Spokane Fall Blvd.
Spokane, WA 99201
Commissioner Al French
Chair Pro-Tempore of the Board
Chair of Planning and Development Committee
1116 West Broadway Avenue
Spokane, WA 99260-0100
Mayor Pamela Haley
Chair Performance Monitoring & External Relations Committee
City of Spokane Valley
10210 East Sprague Avenue
Spokane Valley, WA 99206
Council Member Dan Dunne
City of Liberty Lake
22710 E. Country Vista Drive
Liberty Lake, WA 99019
E. Susan Meyer, CEO
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 two voting members.
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.