September 2009 DC Board Governance Committee Meeting Minutes and Agenda

This document contains both minutes and original agenda.

Meeting Minutes

Attendees: Joan, Ray, Al

New Policies discussions

We reviewed the intent and the language of following New Policies being drafted:

1. Committee Membership, Work Scope and Protocol (Proposed)

- Need for a leader or chair for a committee and that role should be filled by a board member though members of committees can be staff or volunteers

- Some committees (such as Governance Committee) have special meaning and therefore their composition may have to be more restrictive, it boils down to is there a conflict of interest potential to serve on the committee. Committee members should recluse themselves when conflict of interest can impede the integrity of the recommendations of the committee to the board.  

2. Officer Nomination Process

- 2010 board membership is ok unless some board members decide to resign

Al will update the language from the comments and inputs Ray and Joan made at the meeting.

Changed Policies discussions

We talked at length the implication of  1. Governing Style 

in particular in the area of board members attendance.  Bylaw Article IV Section 6 talks about three absences without prior notice from Board meetings is equivalent to resigning from the board. . We feel the language should be tightened. Is it consecutive absences, to whom absence excuses are to be given, how are they being logged  how is attendance being logged (we know meeting meetings do note attendance) but who is doing the counting and set a red flag if there are signs of non-compliance.

GC feels that the Secretary in her/his record keeping role should be the focal point of ensuring documentation accuracy and therefore should play a role in logging absences with or without excuses.  We also feel that even when there may be good excuses and notices for a member to be absent for a long time, for the good of the board, there may be occasions it may be to the strategic benefit of the board to talk to the member about the need to backfill. 

A new Policy might be required for attendance.

Other Business

We talked about the need to create Ends policies.  One way is to start writing one that reflects the goals and achievements of existing programs such as Spark and Efficacy.

Ray and Al to at least start drafting some language for that kind of End Policy.

Proposed Agenda

1. New Policies : Address Work Items asked for by Steve regarding officers nomination and ad hoc committee formation and standing committee charters