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Tidewater EMS Council, Inc.

Governance Committee

The governance committee is established in the bylaws as a standing committee. It is responsible for ongoing review and recommendations to enhance the quality of the board of directors.
Job Description:
1. Help create board roles and responsibilities
    •Lead the board in regularly reviewing and updating the board’s description of its roles and areas of responsibility and what is expected of individual directors.
    •Assist the board in periodically updating and clarifying the primary areas of focus for the board, and help shape the board’s agenda for the next year or two, based on the strategic plan.
2. Pay attention to board composition
    •Lead in assessing current and anticipated needs related to board composition, determining the knowledge, attributes, skills, abilities, influence, and access to resources the board will need to consider to accomplish future work of the board.
    •Develop a profile of the board as it should evolve over time.
    •Identify potential board member candidates and explore their interest and availability for board service.
    •Nominate individuals to be elected as directors, at-large members and officers consistent with the Bylaws so that a slate of nominees is submitted in writing to the Board of Directors at least 10 days in advance of elections.
    •In cooperation with the board chair, contact each director eligible for re-election to assess his or her interest in continuing board membership and work with each director to identify what he or she might be able to contribute (knowledge, committee activities, liaison, etc) to the organization.
3. Encourage board development
    •Provide candidates with information needed prior to election to the board.
    •Design and oversee a process of board orientation, sharing information needed during the early stages of board service.
    •Design and implement an ongoing program of board information, education, and team building.
4. Assess board effectiveness
    •Initiate periodic assessment of the board’s performance and director satisfaction, and propose, as appropriate, changes in board structure and operations.
    •Provide ongoing counsel to the president and other board leaders on steps they might take to enhance board effectiveness.
    •Regularly review the board’s practices regarding conflict of interest, confidentiality, legal protection financial management, insurance and so on, and suggest needed improvements.
    •Periodically review and update the bylaws, board policy and practices.
5. Prepare board leadership
    •Take the lead in succession planning, taking steps to recruit and prepare for future board leadership. Membership: Determined in Bylaws. The President appoints a chair, and upon recommendations of the chair, from two to four additional directors with the concurrence of the Board of Directors.

Appointments are typically made for two years following board elections, every odd year.
Meetings: The Governance Committee will meet as necessary to accomplish its work. The committee may meet in person and/or by telephone conference.
Adopted, Board of Directors, April 29, 2004

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