Governance Committee

I. Mission

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

II. Purpose

With a focus on national and regional leadership matters, the Governance Committee assists the NEC by:
  •  Keeping the NEC informed of current best practices in association governance.
  • Reviewing governance trends for their applicability to AGA.
  • Recommending updates to AGA's governance principles and governance practices.
  • Advising on the skills, qualities and professional or educational experiences necessary to be effective board members.

III. Committee authority and responsibility

The Governance Committee is a strategic advisory committee reporting to the NEC. It has no authority over the NEC and National Board of Directors (NBD) or its individual members. Its objectives include 1) making recommendations to ensure the structure and processes of the NEC, NBD and AGA’s regions and sections support the needs of the organization; 2) overseeing the NEC’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 NEC. 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 NEC at their regularly scheduled meetings.

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

  1. Assisting in developing and reviewing policies and practices for accountability, transparency, compliance and risk management.
  2. Assessing national, sectional and regional leadership policies, processes and participation designed to provide for effective and efficient governance and performance:
    • Evaluating the NEC and the chairperson for lessons learned for incoming members.
    • Orienting and educating NEC and board members.
    • Succession planning for the national, sectional and regional leaders.
    • Reviewing and recommending changes to the position description for NEC members, the chairperson and leadership positions.
    • Developing and overseeing a plan for enhancing NEC and board member diversity.
    • Evaluating the structure and processes of regions and sections.
    • Analyzing the authority and responsibilities of national committees and boards.
  3. Reviewing a profile or matrix of the NEC's current makeup compared to its list of needed competencies and an analysis showing areas to emphasize in the recruitment of new members.
  4. Reviewing current legal and regulatory issues affecting governance as needed.
  5. Annually reviewing, assessing and making necessary changes to the governance committee charter and providing 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 NEC 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 NEC with at least one of the three being a past national president. Committee members shall be appointed for an anticipated three-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.