The Governance Committee (the “Committee”) is responsible for assisting the Board of Directors of Prior Lake Players (the “Organization”) to ensure the effectiveness of the overall governance of the Organization.
Committee members will be chosen from among sitting members of the Board of Directors and general members of the organization, with a preference for Board members who have experience serving on other nonprofit boards. The Board shall approve or ratify all Committee appointments. Committee members serve at the pleasure of the Board.
The Committee shall consist of members who are independent with respect to the Committee’s responsibilities. An individual shall not be considered independent for purposes of this Committee: (a) if the individual or a family member: (i) is paid staff of the Organization; or (ii) provides services to the Organization for pay or otherwise conducts paid business with the Organization; or (b) has recently participated in employment or compensation decision making affecting the individual or an immediate family member. Other relationships may be determined by the Board or Committee to be not independent. Committee members shall comply with the Organization’s Constitution, Bylaws and Policies in dealing with Committee matters.
The Board or the Committee shall designate a Chairperson of the Committee. The Board may remove a Chairperson.
The Governance Committee shall consist of a minimum of 3 participants and a maximum of 5 participants with a goal of maintaining an odd number of members.
Duties and Responsibilities
The following shall be the principal duties and responsibilities of the Committee.
- Review, evaluate and update, on an ongoing basis, the overall effectiveness of the Organization’s governance, in light of prevailing best practices in the nonprofit field. This includes but is not limited to the review, evaluation, and updating of the Constitution, the Bylaws and Policies of the organization.
- Review and evaluate the Organization’s governance structure, committee structure, governance documents, committee charters, and governance procedures.
- Review and evaluate the governance practices and performance of the Board, its Committees, and Directors.
- Oversee the Board self-evaluation process.
- Recruit and nominate candidates for the Board, including the development of Trustee qualification standards and recruitment criteria.
- Advise the Board with respect to membership of Organization committees.
- Arrange and provide orientation and, as appropriate, training and continuing education of Directors, Officers, and Committee chairs and members.
- Oversee implementation of and compliance with the Organization’s Conflict of Interest Policy, including: (i) requiring timely and appropriate disclosure by Directors, Officers, and Organization committee members of all related party matters; (ii) the collection, review and compliance with conflict of interest certifications and disclosures; (iii) the provision of Trustee training with respect to said Policy; and (iii) periodic review of the Policy and the implementation of and compliance with the Policy.
- Review & make recommendations on issues of conflict of interest, independence, or ethics.
- Oversee responsible succession planning for Board Offices and Committee chairs.
- Such other matters as the Board may from time to time determine.
- Periodically review the adequacy of this Charter. In so doing, it shall be the responsibility of the Committee to maintain regular & open communication among the Committee, the Board of Directors, the Officers, other Organization committees, & the Management of the Organization.
Meetings of the Committee
The Committee shall meet at least three times each fiscal year and at such other times as it deems necessary or as otherwise directed by the Board. A majority of the members of the Committee shall constitute a quorum for the transaction of business. Participation in meetings of the Committee may be by telephone. The Committee may meet in executive session. A Committee member, with the assistance of staff if available, shall have responsibility for maintaining a record of the Committee’s proceedings and actions. The Committee shall regularly report its activities to the full Board in writing.