The charge of the Governance Committee shall include, at a minimum, to develop recommendations to the Board of Directors on the following:
- Evaluate the composition and skill mix of directors to assure a representative mix of AAVMC’s membership and to enhance the diversity of Board members on a periodic basis.
- 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.
- Review and recommend revisions to the Articles of Incorporation and Bylaws at least every two years.
- Develop and monitor the implementation of Board policies related to governance matters including, but not limited to, policies related to Board governance principles and expectations of directors and officers, conflict of interest policies, Board travel, membership categories, and membership benefits. All such policies shall become effective only upon vote of the full Board. The Governance Committee shall review such policies at least every two years.
- Recommend for directors and officers 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 of Directors 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.
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.
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 regional at-large directors.
Charge approved, AAVMC Board of Directors, 2009-07-12
Charge amended, AAVMC Board of Directors, 2011-07-17
Charge amended, AAVMC Board of Directors, 2014-03-12
Charge amended, AAVMC Board of Directors, 2015-01-15
Charge amended, AAVMC Board of Directors, 2017-07-21
Charge amended, AAVMC Board of Directors, 2018-07-13