OnBoardNC Governance Framework
Adopted by Steering Committee 10.6.17
Membership consensus is to change the focus to board placement. No comments were received to date from Steering Committee (SC) or membership from Janet’s proposal. The current working draft is below.
The placement of women from the Research Triangle Region on corporate boards (public and private) and advisory boards.
We secure placement of women on boards by:
- Providing peer support and education on the need for and value of diversity
- Facilitating introductions to decision makers
- Promoting our members
- Advocating for women on boards
The Steering Committee values input from individual members as we reframe the vision and mission. Please reach out to any of us with comments.
Currently, RTP-W Network is an unincorporated association. There is consensus in member discussion that over time incorporation may be useful. In 2018, the board may evaluate the depth and breadth of potential grant support and weigh that against the costs of incorporating and qualifying as a 501(c)(3) and other financial needs of the organization.
The governance structure for a non-profit corporation with members is a good model that the SC proposes adopting, even while we’re an unincorporated association, as follows. For the remainder of 2017, this framework document will be our organizing document. In 2018, the new board may choose to adopt a charter and/or bylaws.
Board of Directors
The board has ultimate responsibility for:
- defining (with input from the membership) and pursuing the mission and vision of the organization;
- establishing criteria for and approving selection of new members;
- electing officers;
- establishing committees to carry out the work of the organization;
- establishing the annual budget, approving additional expenses and setting dues accordingly; and
- overseeing and measuring the overall activities of the organization in achieving its mission, particularly methods for outreach to target companies recommending addition of women to boards.
These responsibilities could be delegated by the Board to one or more committees.
The Board would be composed of 5-7 directors. A nominating committee (appointed by the Steering Committee in 2017), and thereafter by the board, will propose a slate of directors for election by the membership.
The initial Board, to be elected before 12.31.17, would be five members. The new Board would have discretion to increase its members up to seven with one designated by the board and one elected by members.
Terms and Staggering. For continuity, 3 year terms are suggested with a term limit of 2 full terms (excluding any one- or two-year terms), with a one-year absence before becoming eligible for board service again). To provide continuity among the board, approximately one-third of the terms would expire each year. The 2017 slate would specify which candidates are elected to a 1-, 2- or 3-year term to facilitate future staggering.
Nominating Committee. This committee would be appointed annually by the then-current board (steering committee in 2017) to propose director candidates for election. At least one member is to be at large, not a current member of the board or Steering Committee. Members interested in serving on the 2017 nominating committee should reach out to Deborah Hylton or a member of the Steering Committee no later than Oct 26, 2017.
Implementation: To be implemented effective Jan 1, 2018. The Nominating Committee will be appointed by the end of October and submit its findings for election, with a target of November 17 board meeting but no later than December 1.
Community Advisory Board
Establishing a community advisory board of men and other key opinion leaders, decision makers and influencers is seen as a way of formalizing commitment to our mission and action. This initiative is recommended for consideration and action by the new board in 2018.
The Board will elect the following officers at least annually for a term of one year. Officers may serve concurrent terms at the discretion of the Board.
- Represents the organization to the public and at official functions.
- Presides over meetings of the Board and Members.
- Prepares meeting agendas for Board and Members.
- Serves as an ex-officio member of all committees.
- Primary responsibility on the board for Governance matters, Mission and Vision updates as needed. May recommend creation of Governance committee if needed.
- The chair would remain on the board for at least one year following service as chair. If the chair’s term is ended, the chair may be an ex officio, non-voting member.
- Assumes the duties of the Chair in her absence.
- As an alternate to chair, serves as an ex-officio member of all committees.
- Keeps an accounting of all group successes and reports quarterly to the Board and membership.
- Primary responsibility on the board for Membership matters, including monitoring levels, criteria, and selection process.May recommend creation of Membership committee if desirable for selection process.
Secretary/Treasurer (with admin support)
- Facilitates distribution of meeting notices and calendar of meetings/events.
- Keeps and distributes minutes of each meeting.
- Organizes and facilitates election of “at large” seats by the membership in accordance with process set by Board under leadership of Vice Chair (or committee if one established).
- Facilitates handling all purchases and payments for the group, to include catering, invoices, etc.
- Manages the collection of and receives annual membership dues.
- Oversees maintenance of accurate records of all financial transactions.
- Reports at each Board meeting the current budget status.
- Serves as chair of Marketing Committee or, in her discretion, serves as primary board liaison to the Committee.
Outreach & Programs Officer
- Serves as chair of Outreach & Programs Committee or, in her discretion, coordinates appointment of chair and serves as primary board liaison with the Committee.
In addition to the Nominating Committee described above, the Board will establish the following standing committees, comprised of volunteers. Committee membership may be fluid and informal.
- Oversees traditional marketing/PR functions for maintaining public awareness and validation, including website, brochures and appropriate marketing pieces.
- Recommends avenues of other marketing activities to board.
Outreach & Programs
- Coordinates with UNC’s DDI research on companies to maintain list of targeted organizations lacking adequate representation of women on boards.
- Prioritizes targets, publicizes to membership to gain relationships.
- Organizes and executes on outreach, in methods approved by the Board.
- Maintains active directory of board search firm representatives.
- Develops processes for members to share/consolidate search firm relationships.
- Facilitates identifying additional RTP-W members qualified for an active search known to a member.
- Develops annual plan for meetings of interest and value to members, including forums for interaction with businessmen / leading decision-makers. Arrange speakers as appropriate.