The Governance Committee supports the AAVMC’s core value of integrity to uphold the highest ethical principles of governance and oversight through honesty, transparency and accountability to our stakeholders, which guides all work of the organization in alignment with its strategic plan.
Charge
The charge of the Committee shall include the following:
- Evaluate the composition and skill set of directors on a periodic basis to assure a representative mix of AAVMC’s membership and to enhance the diversity of Board members.
- Submit recommendations for committees to the Board, including recommendations for additions, deletions, and changes in the committees, councils, and task forces and their respective charges to assure alignment with the AAVMC Strategic Plan. Review all committee structures within a 3-year cycle to assure charges, rosters, and activities are appropriate.
- Develop and monitor the implementation of Board policies related to ethics and governance matters including, but not limited to, policies related to Board governance principles and expectations of directors and officers, conflict of interest policies, code of ethical conduct, Board travel, and membership categories and benefits. All such policies shall become effective only upon vote of the full AAVMC Board.
- Select and convene on an ad hoc basis an “Ethics Review Panel” with members drawn from the AAVMC voting membership and with a majority of non-Board members to: a) review emergent ethical concerns or complaints arising within the Association; or b) develop policy and/or position recommendations on contemporary ethical issues that fall within the orbit of the Association’s mission.
- Establish and maintain a process that includes a submission option by which ethics inquiries or complaints may be submitted to the Governance Committee from anyone within the AAVMC organization.
- Recommend for director’s and officer’s education on their duties and responsibilities as directors and officers and an orientation program for new Board members and officers and continuing education for all Board members and officers on their fiduciary duties.
- Submit to the Board recommendations for nominations of candidates for election or appointment of officers and members of the Board of Directors according to AAVMC by-laws and the Board Members Nomination and Election Policy.
- Maintain for the Board a list of the terms of directors and officers, when each director and officer is elected or appointed, and when each term ends.
- Monitor director and officer appointment and election to ensure that individuals are appointed by the Board or elected by the members according to the AAVMC by-laws.
Meetings
The committee shall hold meetings at the call of the Committee chair, Chief Executive Officer, President, or any three Committee members. The Committee shall maintain minutes of its meetings and provide them to the full Board at regularly scheduled Board meetings or shall report to the Board (or, upon request, the Executive Committee of the Board), which shall incorporate the report of the Governance Committee into its written minutes.
Committee Composition
The committee shall be comprised of five board members. The chair of the committee is the AAVMC immediate Past-President. The remaining members shall be the at-large regional directors.
Charge amended, AAVMC Board of Directors, 2021-07-30
Charge amended, AAVMC Board of Directors, 2018-07-13
Charge amended, AAVMC Board of Directors, 2017-07-21
Charge amended, AAVMC Board of Directors, 2015-01-15
Charge amended, AAVMC Board of Directors, 2014-03-12
Charge amended, AAVMC Board of Directors, 2011-07-17
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