Governance Committee's Terms of Reference

  1. Home
  2. Governance Committee's Terms of Reference

Purpose

The Governance Committee is an advisory committee that assists the National Executive Council (NEC) and the President of CAPE in promoting excellence in governance. Governance is the way formal rules and informal norms structure decision-making and actions, and the manner in which decision makers and administrators are held accountable.

Membership

The Committee will be composed of two or three members from the NEC, one of whom will chair the Committee.

  • The Executive Director will be a non-voting member.
  • The President and Vice-Presidents will serve as ex-officio voting members of the Committee.
  • A member of CAPE staff will be included as secretary of the Committee.
  • As an advisory committee, the Committee will aim for consensus, but where voting is required, a quorum will be a majority of voting members.

Responsibilities

As an advisory committee, the responsibilities of the Committee are to provide advice to the NEC on the following range of matters:

  1. Develop and provide oversight for compliance with governance structures, processes and related policies, including recommending a review of board functioning with an outside consultant when necessary. 
  2. Develop a NEC competency matrix for NEC approval. The matrix would be publicly available for all CAPE members who wish to become NEC members.  
  3. Advise the NEC on recruitment for NEC committees, orientation of NEC members, and assessments and ongoing education and training.
  4.  Provide oversight of relationships with affiliate organizations and key strategic partners.
  5. Review and advise on issues related to CAPE certifications and accreditations.
  6. Develop expertise in rules of order, to become a trusted resource to ensure good order at CAPE meetings. Share expertise on rules of order with NEC members and CAPE members generally.

Meetings

The Committee will meet within a two-week window before regular NEC meetings. Special meetings may be added to address time-sensitive decisions required between regularly scheduled meetings, but these should be the exception, not a standard practice.

Reporting 

  • The Chair of the Committee, or designated replacement, will report to the NEC at its monthly meetings.
  • Minutes will be taken by the secretary, and distributed to all members of the Committee and made available to the NEC.
  • Supporting schedules, documentation and information reviewed by the Committee will be available for examination by any NEC member upon request.
  • The Committee shall have the right to be added as an agenda item at the Annual General Meeting in order to report to the members of CAPE.