To carry out its responsibilities, the Board may establish both standing and ad hoc committees, as provided for in Bylaw 24.  In order to preserve the integrity of the Board as a whole, Board committees abide by the following principles.

 

1. Ad hoc committees are time-limited, and deal with specific items that do not fall within the assigned purpose, activities, and/or deliverables of an existing standing committee.  The Board dissolves each ad hoc committee after it has completed the Board’s assigned task(s).

 

2. Board committees may not speak or act on behalf of the Board, except when formally given the authority to do so for specific and/or time-limited purposes.  The Board carefully delegates this authority so that it does not conflict with the authority delegated to the Executive Director.

 

3. The President recommends the chair of all standing and ad hoc committees to the Board for approval.  The Board ratifies the membership of each standing and ad hoc committee.  All Chairs of standing committees must be AWNA directors.

 

4. The Executive Director assigns AWNA staff to Board committees.  Staff members are not full members of Board committees.  Thus, they are not entitled to vote, nor are they included in determining quorum.  The role of management and staff on a Board committee is to provide consultation and information to the committee.  For responsibilities not covered in the approved committee terms of reference, Committee members requiring assistance from staff, or wanting to assign tasks to staff, must first consult with the Executive Director to determine the feasibility of the request.  If a Board committee is dissatisfied with a staff member’s performance, the committee chair consults with the President, who then addresses the issue through the Executive Director.

 

5. Board committees do not exercise authority over staff.

 

6. All committees have terms of reference that are approved by the Board.  Current terms of reference for each standing committee are included in the Board’s policy manual.  All terms of reference include:

a) The committee’s purpose;

b) The key duties and responsibilities of the committee;

c) The committee’s level of authority, and relationship with the Executive Director and AWNA staff;

d) Membership of the committee, including appointment and length of term;

e) Meetings, including quorum and voting;

f) Specific resources for the committee;

g) Reporting requirements of the committee.

 

7. Each standing committee develops annual goals and objectives using the form attached to this policy. 

 

8. Board committees operate within a budget that is approved by the Board in advance.  The budget identifies the maximum amount of funds and other AWNA's resources that are allowed to support the committee’s work.

 

Each committee may be allocated resources for:

a) Travel, accommodations, and meals required for committee members to carry out the business of the committee, in the amount approved in the AWNA policy on Board expenses;

b) Communication resources, including charges for telephone, fax, and teleconference charges;

c) Office support resources, including minute taking, word processing, photocopying, postage, and information distribution;

d) Unique resource requirements for committees are found in its approved terms of reference.

 

9. All committees seek to reach consensus on all decisions.  When consensus cannot be reached, and a decision is required, questions arising at any meeting are decided by a majority of votes.  In the case of a tie vote, the motion is considered defeated.