Board Committee Principles

Purpose

To establish the process of defining standing committees established by the Board of Directors.

Policy

Board committees, when used, will be assigned to provide non-binding advice to the Board of Directors, so as to reinforce the unity of the Board of Directors responsibilities.

Accordingly:

1. Board committees are to assist the Board by providing non-binding advice when requested and preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees will normally only have direct dealings with committee staff advisors.

2. Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the Chief Operating Officer.

3. Board committees cannot exercise authority over staff and committees are to avoid direct involvement with organizational operations. Therefore, a Board committee which has helped the Board create policy on specific subject areas will not be used to monitor organizational performance on that same subject.

4. New committees will be created by the Board of Directors after consideration of strategic needs and organizational priorities. Likewise, the Board may dispose of committees in whole after consideration of strategic needs and organizational priorities.

5. The Board may revoke the appointment of a committee member prior to the end of their term, in accordance with Article 59 of the AMAPCEO Constitution. The member must be given two weeks’ notice of the Board’s decision to revoke their appointment, and the decision must be approved by a two-thirds majority of those members present and voting.ⁱ

6. Board members will not necessarily chair Board committees except where required by the Constitution, By-laws, Committee Terms of Reference or other policies.ⁱⁱ

7. Board committees should provide monthly updates in writing to the Board of Directors through the identified Board Liaison and a committee representative should report in person or by teleconference to the Board on a staggered quarterly basis. Committees are required to forward their work plans at the beginning of each business year for Board approval.ⁱⁱⁱ

8. The committee shall commence its activities only after its annual goals and objectives, and work plan have been approved by the Board of Directors, and its budget expenditures have been incorporated into the Association’s approved annual budget.

9. A letter defining the committee mandate shall be sent by the President/CEO or Secretary to each Board committee at the beginning of each business year to address expectations of committee members, requirements for terms of reference, priority setting, determining tasks, reporting requirements, approvals, identifying resource requirements, etc.^iv

10. The Board shall take into account a variety of factors in recruiting and appointing members to the Union committees, including geographic and bargaining unit diversity. Board committees should be restricted to no more than five members, however the Board may decide to increase the number of committee members to allow the committee to meet its operational requirements.

11. All material sent to chairs of Board committees will automatically be copied to the Board Liaison on that committee, unless the Board member is the chair.^v

12. The Pensions and Benefits Committee is an appropriate committee on which retirees can sit, provided the retiree is a retired member in good standing. Retired members should not sit on other Board committees.^vi

13. Members appointed by the Board to sit on committees or bargaining teams are required to notify the President or the Secretary if they (a) receive an employer’s approval for a leave, acting assignment or secondment outside the bargaining unit, (b) are suspended from the workplace (paid or unpaid), or (c) are no longer in the workplace because of layoff (whether or not on salary continuance or with recall rights). If the leave, acting assignment, secondment, suspension or layoff outside the workplace is longer than 31 days, the member shall not carry out the duties and responsibilities of the committee position, including attending meetings, and if the leave, acting assignment, secondment, suspension or layoff status continues for six months or longer, the position will be declared vacant.^vii

¹ i Article 59 of the AMAPCEO Constitution: “Other officials of the Association (Director, chair or member of a committee, Delegate or member of a District executive committee) may be removed from office by a two-thirds majority of the votes cast at a meeting of the body authorized to appoint or elect the official, provided that at least two weeks’ notice of the resolution proposing the removal from office has been given to all members of the body, as well as the person who is proposed to be removed, and provided that the person proposed to be removed has been invited to make a statement at the meeting.”

ⁱⁱ As specified in the minutes of the Board meeting July 25, 1996

ⁱⁱⁱ As specified in the minutes of the Board meeting April 30, 2003

^iv As specified in the minutes of the Board meeting March 7, 2002

^v As specified in the minutes of the Board meeting April 15, 1999

^vi As specified in the minutes of the Board meetings April 15, 1999, and August 25, 1999

^vii As per the policy decision of the Board on February 15, 2017, to extend the provisions of By-law 7 (Leaves or Suspensions for AMAPCEO Officials) to all positions appointed by the Board.