Board Committee Principles and Guidelines

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Board Committee Principles

Board committees, when used, will be assigned so as to minimally interfere with the wholeness of the board’s job and so as never to interfere with delegation from board to CEO.

  1. Board committees are to help the board do its job, not to help the staff do its jobs. Committees ordinarily will assist the board by preparing policy alternatives and implications for board deliberation. Board committees are not to be created by the board to advise staff.
  2. Board committees may not speak or act for the board except when formally given such authority for specific and time‑limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the chief executive.
  3. Board committees cannot exercise authority over staff. Because the chief executive works for the full board, the CEO will not be required to obtain approval of a board committee before an executive action. In keeping with the board’s broader focus, board committees will normally not have direct dealings with current staff operations.
  4. Board committees are to avoid over‑identification with organizational parts rather than the whole. Therefore, a board committee which has helped the board create policy on some topic will not be used to monitor organizational performance on that same subject.
  5. This policy applies only to committees which are formed by board action, whether or not the committees include non‑board members. It does not apply to committees formed under the authority of the chief executive.

Committee Guidelines

  1. The committee must follow the policies and values of the organization.
  2. The committee members must be a member of the Austin Board of REALTORS®.
  3. Committee Chair will serve as Past Chair the following year for consistency.
  4. Meets as needed and monthly in the quarter of the event.
  5. The committee cannot conduct business without a quorum of committee members present (50% + 1).
  6. The chair is required to drop a volunteer committee member after 3 absences from regularly scheduled meetings.
  7. All members subject to censure or removal by the CEO, or at the direction of the Board of Directors, under the Volunteer Commitment Agreement.
  8. The Committee, with a super majority ¾ vote, may censure or remove members of the Committee.
  9. The Committee Chair and Staff Executive have the authority to create a subcommittee or task force.
  10. The Committee Chair and Staff Executive may recommend that the task force or Subcommittee be dissolved once it is determined that the project is complete.  This action must be approved by the BOD under the minutes of the Committee.
  11. Subcommittees may continue into subsequent years but the leadership for that subcommittee (i.e. Chair) may shift (Vice Chair would become Chair).  However, should Vice Chair not desire the position, such position will be appointed by the Committee Chair.
  12. The committee must consult with the chief executive officer.
  13. The committee must consult with ABoR legal counsel.
  14. One of the duties of a Committee member arising from their fiduciary duty to the association is the duty of loyalty.  One aspect of this duty expects Committee members to keep confidential issues confidential.  Committee members will have access to information, that if revealed to outsiders, could be damaging or sensitive to other members or staff, harmful to the best interests of the organization, or even create legal liability.  Information provided to the committee may concern personnel, financial, contractual, membership or legal matters.  It will often be confidential and is intended for use in decision making and governance.  Committee members agree that such information shall be held in the strictest of confidence and shall not be divulged to any outside party, including other members, without authorization of the board President or CEO.  This confidentiality agreement survives the member’s service on the committee.
  15. Electronic Votes:
  • For electronic considerations, the Board of Directors require a valid process be followed for electronic votes.
  • All communication/votes in reference to an electronic vote shall be cc’d to all Committee Members
  • Each Committee Member shall cast their vote by 5:00 pm the day after distribution of the electronic consideration
  • No response shall be counted as an “abstention”
  • The day following the completion of an electronic vote, staff or Committee Chair shall report the roll call vote to all Committee Members
  • All Committee Members shall confirm their vote by end of day when the roll call vote is offered
  • If a Committee Member does not confirm his/her vote, the Committee Members vote shall be considered correct.
  • No Committee or Association Action shall be taken until the entire vote is confirmed.
 

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