Governance Committee Terms of Reference

1. Purpose

The Governance Committee has been formed to oversee issues surrounding organizational governance including proposal, preparation, drafting, and review of bylaw amendments, policies, procedures, guidelines and bylaws for use by the board and committees. The Governance Committee will be primarily responsible for monitoring the external regulatory and operational environment to ensure that GDUC’s policies, procedures, and bylaws adhere to legal requirements and charitable/not-for-profit best practices, and to recommend changes and improvements to the Board of Directors as required.

2. Role

The Governance Committee will:

  • Monitor for new developments and changes in the regulatory and policy environment that may require changes or improvements to GDUC’s governance models
  • Review and revise proposed resolutions as well as policy and bylaw amendments as may be proposed by the Board of Directors and members prior to each general meeting
  • At the request of the Board of Directors, committees, or members, draft proposed resolutions, policy, and bylaw amendments for consideration
  • Respond to requests from committees and members for clarifications or interpretations of existing bylaws, resolutions, and policies as may be required from time to time in daily operations

3. Membership and Composition

  • The committee shall be comprised of a minimum of three members, including but not necessarily limited to one member of the board (who shall liaise with the board).
  • ***The Chair of the committee shall be selected by the committee and need not be a member of the board.
  • A Secretary shall be appointed by the committee on a standing basis for the purposes of recording minutes of the meetings.

4. Goals and Deliverables [Insert Year]

5. Jurisdiction and Responsibilities

The Governance Committee has the jurisdiction and authority to:

  • Research, draft, prepare, review, or revise proposed governance documents including organizational bylaws, policies, procedures, and guidelines
  • Make recommendations to the board on proposed changes to governance documents

The Governance Committee has the responsibility to:

  • Monitor the external environment and verify that changes in legislation, regulation, or accepted best practices are accurately reflected in GDUC's governance models and documents
  • Review and provide feedback on all proposed governance changes submitted by the Board of Directors or members

6. Resources and Budget

The Governance Committee will be assigned an email list ([email protected]) and Zoom conference information. No additional financial or other resources are required by the committee.

7. Reporting

Minutes of each committee meeting shall be forwarded by the Secretary to the National Secretary immediately upon acceptance by the committee for archival purposes.

The Governance Committee shall report to the board by way of its board liaison with proposed recommendations on governance issues as required.

8. Operating Procedures

In most cases, questions will be decided on the basis of a simple majority vote (50%+1 of those voting) however, subject to any procedures the committee may develop internally, Robert’s Rules of Order apply.

Quorum shall be the greater of (a) three people or (b) 51% of the members of the committee.

9. Authorizing Provisions

  • Bylaw 33.

10. Review/Revision History

  • 2021-07-27 approved by the board on [insert date].

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