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Committee charters

Status: Drafts, pre-formation. These charters are companions to the Bylaws Article V standing-committee provision and to the Committee chairs role description. Adopted by board motion at or shortly after incorporation.

Reconciliation note. The current bylaws skeleton (Article V §5.1) names seven standing committees: Governance, Finance, Membership, Education, Ethics, Events, Communications. These charters reorganize that list into a slightly more peer-aligned structure: Audit & Finance, Nominating & Governance, Membership & Ethics, Education & Certification, Events, Communications, Advocacy. The bylaws will be updated to match before adoption; until then, treat the charter names as canonical.

What a committee is and is not

A committee is A committee is not
A standing or ad-hoc body of the board, with a written charter, a chair, and a defined scope The board itself; it cannot bind the Guild outside delegated authority
The first place policy and complex decisions are developed and pressure-tested A staff function; staff support committees, but the committee owns the work
The supervisory home for volunteers working in the committee's domain An employer of volunteers; supervision is governed by the volunteer program
Where institutional knowledge in a domain accumulates over years A workaround for board accountability; the board still owns final decisions

Shared rules (apply to every committee)

These rules apply uniformly. Each charter restates only the variations.

Authority and limits

  • A committee acts only within the authority delegated by the board, by the bylaws, or by this charter
  • A committee may recommend to the board; it does not approve expenditures, contracts, or policy unilaterally unless the bylaws or a board motion expressly delegate that authority
  • A committee's recommendations are recorded in its minutes and forwarded to the Secretary for the next board packet

Composition

  • Minimum 3 members (chair + 2); maximum 9 members absent a board exception
  • The chair is named by the board, typically on the recommendation of the Nominating & Governance committee
  • At least one director sits on every committee (the chair counts toward this if the chair is a director)
  • Non-director members are members of the Guild in good standing, or qualified non-member subject-matter experts in narrow advisory capacity (no vote on Guild-affecting decisions)
  • Terms: chair 1 year, renewable twice; member terms set in each charter
  • The Administrator is a non-voting ex-officio observer on every committee

Cadence and quorum

  • Meetings: minimum quarterly for every committee; the Audit & Finance and Membership & Ethics committees meet more often as the work requires
  • Quorum: majority of seated members
  • Decisions: simple majority of those present and voting; ties fail
  • Asynchronous decisions allowed by written confirmation from a majority, recorded in minutes

Records

  • Each committee keeps minutes; the chair files them with the Secretary within 10 business days of the meeting
  • A committee that handles confidential information (Audit & Finance, Membership & Ethics) keeps two minute records: a public-facing summary and a confidential record retained per the document retention policy
  • All committees follow the Conflict of Interest and Code of Ethics policies

Conflicts of interest

  • Each member discloses conflicts at appointment, annually each January, and per-matter
  • A member with a material conflict in a specific decision recuses themselves from discussion and vote on that matter; recusal is recorded in minutes

Budget

  • Each committee operates within a budget line approved by the board in the annual operating budget
  • Committee chairs do not have signing authority by virtue of the role; expenditures follow the reimbursement policy and the Administrator/Treasurer approval ladder

Reporting to the board

  • Every committee reports at every regular board meeting via written committee report on the consent agenda, surfaced to discussion only when a recommendation requires action
  • The chair (or designee) attends board meetings to answer questions
  • Each committee delivers an annual report to the board within 30 days of fiscal year-end summarizing work completed, recommendations issued, and goals for the coming year

Volunteers in the committee's domain

  • Volunteers working in the committee's domain are supervised by the chair (or a designee) under the volunteer program
  • The chair confirms volunteer assignments with the Volunteer Program Lead before posting

Sunset and review

  • Each charter is reviewed annually by the Nominating & Governance committee and updated by board motion when needed
  • Any standing committee may be sunset by board motion if its work is complete; ad-hoc committees sunset on their own terms

The seven charters

Committee Primary purpose
Audit & Finance Financial oversight, audit/review engagement, budget, internal controls, 990 review
Nominating & Governance Board recruitment, slate, charter review, bylaws maintenance, governance practices
Membership & Ethics Membership policy, scholarship/hardship review, code-of-ethics intake & adjudication, member discipline
Education & Certification Curriculum, CE policy, certification framework, exam integrity, educator vetting
Events Annual convening, regional events, run-of-show, vendor coordination, sponsorship deliverables
Communications Brand, voice, website oversight, press, social, crisis comms
Advocacy §162(e)-tracked advocacy, lobbying disclosure, position-taking process, policy briefs

Cross-references