Governance Committee

Article I.         Purpose

The Governance Committee, a standing committee of the ACRP Board of Trustees, works to ensure Board effectiveness, overseeing board composition, structure, roles and performance, orientation of new members, and the organization’s bylaws and policies.

 

Article II.        Authority

In discharging its responsibilities, the Governance Committee is a strategic advisory committee reporting to the ACRP Board of Trustees. It shall have full access to any relevant records of the organization. The Committee shall have the authority to obtain advice and seek assistance from internal and external advisors and consultants.

 

Article III.       Composition

The Governance Committee shall consist of no less than three (3) and no more than seven (7) members from the ACRP Board of Trustees, including the following ex-officio members:

• Immediate Past Chair, ACRP Board of Trustees; shall serve as Vice Chair of the Governance Committee
• Vice Chair, ACRP Board of Trustees
• Public Member, ACRP Board of Trustees

The Committee members and chairperson shall be recommended by the incoming ACRP Board Chair and appointed annually by vote of the ACRP Board of Trustees. Committee members will serve one-year terms and may serve up to four terms, with terms commencing at the start of the fiscal year.  An individual may be appointed as Chair for one additional, one-year term if s/he has served for four terms.

The ACRP Executive Director, and any staff s/he deems necessary, shall be invited to attend meetings of the Governance Committee, in a non-voting capacity.

 

Article IV.      Meetings

The Committee shall meet at least four times per year, in person or via telephone or videoconference with authority to convene additional meetings if necessary. All Committee members are expected to attend each meeting. The Secretary of ACRP shall act as the Secretary of the Committee, keeping a minute record of all proceedings of the Committee. The Committee shall report such proceedings at the next succeeding regular meeting of the ACRP Board of Trustees.

A simple majority of the members of the Governance Committee shall constitute a quorum for any meeting. The act of a majority of the members present at a Committee meeting at which a quorum is present shall be the act of the Committee.

 

Article V.       Responsibilities

 Governance Committee responsibilities include:

1. Assess the overall structure and processes of the Board and meeting performance and participation. Make recommendations for improvements when appropriate.
2. Develop and conduct the ACRP Board of Trustees Expertise Assessment Survey to assess future Board composition and competencies needed to accomplish future work of the Board; communicate identified needs to the ACRP Nominating Committee.
3. Oversee and implement an orientation process for new Trustees.
4. Monitor best practices in governance to inform Trustees on their roles and responsibilities.
5. Conduct performance assessment of Trustees eligible to renew their term of service on the Board and performance assessment of the Board of Trustees as a whole.
6. Assess Trustee attendance at all ACRP Board meetings. For any Trustee absent for two or more board meetings per year, Committee members may recommend a plan of action to the ACRP Board of Trustees for consideration.
7. Review the ACRP Bylaws every three years or before, if needed.
8. Review ACRP’s leadership descriptions, committee charters, and policies every one-to-three years according to the association’s policy review schedule; recommend any changes or new policies for Board approval as needed.

 

Article VI.      Standard of Care

In exercising their responsibilities, members of the Governance Committee will act in good faith and with that degree of diligence, care and skill that ordinarily prudent persons would exercise under similar circumstances.  The Committee will incur only costs that are reasonably and appropriate in relation to ACRP’s assets, its purposes, and the skills available to the organization.