Governance Committee

I. Mission

AGA’s Governance Committee supports the National Governing Board (NGB) fulfilling three major objectives: enriching the capacity of Board members to govern AGA; validating a sound structure exists for the NGB to lead AGA toward achieving annual goals; and, by encouraging overall accountability to our members and stakeholders.

II. Purpose

III. Commitee Authority and Responsibility

The Governance Committee is a strategic advisory committee reporting to the NGB. It has no authority over the NGB or its individual members. Its objectives include 1) making recommendations to ensure the structure and processes of the NGB and national boards and committees support the needs of the organization 2) overseeing the NGB’s self-assessment and improvement process; and 3) undertaking special projects as directed by the National President.

The chair of the Governance Committee will annually solicit governance issues and concerns from the NGB. The committee will establish annual goals specifying its principal work focus areas for the coming year. The chair will ensure appropriate work deliverables of the committee are documented and reported to the NGB at their regularly scheduled meetings.

Responsibilities of the committee may include, but are not limited to:

1. Assist in developing and reviewing policies and practices for accountability, transparency, compliance and risk management.
2. Assess leadership policies, processes, and participation designed to provide for effective and efficient governance and performance:
   • Evaluation of the NGB and the chairperson for lessons learned for incoming members.
   • Orientation and education of NGB and board members.
   • Succession planning for the National leaders.
   • Reviewing and recommending changes to the position description for NGB members, the chairperson, and leadership positions.
   • Develop and oversee a plan for enhancing NGB and board member diversity.
   • Evaluation of the association’s structure and processes.,.
   • Analysis of authority and responsibilities of national committees and boards
3. Review a profile or matrix of the NGB's current makeup compared to its list of needed competencies, plus an analysis showing areas to emphasize in recruitment of new members.
4. Review current legal and regulatory issues affecting governance as needed.
5. Annually review, assess and make necessary changes to the governance committee charter and provide a self-evaluation of the governance committee.

The committee may meet with and obtain any information it may require from AGA staff. In addition, with prior NGB approval, the committee may obtain advice or solicit assistance from AGA’s counsel, accounting and other advisors, or consultants as the committee deems necessary to fulfill its responsibilities.

IV. Committee Membership and Meetings

The Governance Committee shall consist of between five and eight members (including the chairperson) at the discretion of the National President. At least three members shall be current or former members of the NGB (or NEC) with at least one of the three being a Past National President. Committee members shall be appointed for an anticipated 3-year term subject to renewal annually by the new National President. The National President shall appoint members and designate the chairperson in accordance with AGA Bylaws.

The Governance Committee will meet via conference call no less than quarterly, but more frequently as responsibilities warrant. All committee members are expected to attend each meeting. The Governance Committee shall act only on the affirmative vote of a majority of the members at a meeting or by unanimous consent. Minutes of these meetings are to be recorded.