An effective governance structure and a strong, active, and committed governing body is crucial to the soundness of an organization and its ability to achieve its mission and objectives. The plan of governance of an Chamber should reflect the core values, mission, and cultural standards of the organization. Democratic principles should be used where appropriate and applicable. The governing body of an Chamber (generally a board of directors or trustees) holds ultimate responsibility for all activities and resources of the organization. This includes establishing the direction of the organization, beginning with its mission statement, and assuring that the mission statement is appropriate and relevant as times change. The governing body also determines the organization’s activities and monitors their compliance with the mission. The governing body exercises responsibility for obtaining and appropriately employing the human and financial resources to carry out the organization’s mission and sustain the organization, and oversee fiduciary and legal requirements.
A. Governance Structure
1. PLAN OF GOVERNANCE
The Chamber shall establish a plan of governance that best allows it to fulfill its mission, and reflects the core values and cultural standards of the organization. Democratic principles are to be used where appropriate and applicable.
2. ORGANIZING DOCUMENTS
The organization’s governance structure – including rules relating to the conducting of business by the governing body and, if applicable, an executive committee that acts between board meetings, and the procedure for electing and appointing officers and their roles – is to be clearly specified in the organizing documents (bylaws, etc.) and available to all interested parties.
B. Structure of the Governing Body
1. DIRECTOR RESOURCES
The Chamber’s governing body shall consist of individuals who are dedicated to the mission of the organization, willing to volunteer their time and energies toward achievement of the mission, and able to offer substantial contributions to the organization. Among resources they may bring to the governing body are experience and wisdom; prestige; the ability to raise money for the organization; and professional skills, such as legal, accounting, management, fundraising and marketing.
2. UNRELATED DIRECTORS
The governing body is to have at least three members, who are not closely family related, and preferably should have at least five unrelated members. Family relationships are accepted between two members at most, but then the board should have seven or more members.
3. POLICIES ON PAID STAFF
The organization shall have a policy restricting the number of paid staff who are voting members of the governing body, ideally to no more than one person or 10% of the governing body. An indirectly or directly compensated person should not serve as the governing body’s chairman or treasurer.
4. TERM LIMITS
Term limits are to be established for membership on the governing body. Consideration should be given to both the maximum number of years that can be served in an individual term and the number of consecutive terms allowed. It is generally preferable to limit board service to a maximum of three-year terms and three consecutive terms, with at least one year required before a member becomes eligible for re-election after completing the maximum number of consecutive terms.
5. NOMINATING COMMITTEE
The procedure for nominating members to serve on the governing body shall be known to members and other relevant parties.
The governing body should have broad representation, reflecting the diversity of the Chamber’s constituencies. The Chamber may enhance participation of members from diverse geographical distances if the organization’s bylaws, and the local or national law, allow meetings via such technologies as teleconferencing.
Each member of the governing body is to be presented with the bylaws of the organization and be familiar with these bylaws.
Members of the governing body are not to receive compensation for their board service. They may receive reimbursement for expenses directly related to their board duties.
C. Responsibilities of the Governing Body
1. MISSION STATEMENT
The governing body shall establish the direction of the Chamber, by creating or adopting the mission statement, reviewing it periodically for accuracy and validity, and revising it as necessary or desirable.
2. PROGRAMS AND COMPLIANCE
The governing body shall determine the Chamber’s programs and services, and monitor their compliance with the mission and their effectiveness and efficiency.
The governing body shall ensure the organization has the proper resources to fulfill the mission.
4. ANNUAL BUDGET AND FUNDRAISING
The governing board shall approve the annual budget and actively participate in the fundraising process. In approving the annual budget, the governing body is to ascertain the percentage of the resources spent on administration and fundraising, versus program expenses, and strive for a goal of at least 65% of revenue being used for programs, and ideally greater than 80%.
5. RESOURCE MANAGEMENT
The governing body shall manage the resources effectively, and provide oversight regarding fiduciary and legal requirements.
6. CHIEF EXECUTIVE OFFICER HIRING AND EVALUATION
The governing body shall hire the chief executive officer, undertaking a careful search process to find the most qualified individual. The governing body also shall set the chief executive officer’s compensation, ensure that he or she has the moral and professional support needed to advance the goals of the Chamber, and periodically evaluate his or her performance.
7. STRATEGIC PLANNING
The governing body shall actively participate with the staff in long-term and short-term strategic planning processes, including defining goals and objectives and the success of the Chamber toward achieving its mission.
8. CODE OF ETHICS AND CONDUCT
The governing board shall approve a code of ethics and/or conduct for the Chamber, and assure that the organization is in compliance with this code.
9. AMBASSADORS FOR THE CHAMBER
Members of the governing board shall serve as ambassadors for the organization, articulating its mission, accomplishments and goals to the public, and garnering support for the organization.
D. Conduct of the Governing Body
1. MEETINGS OF THE GOVERNING BODY
The governing body, and any subset of the governing body (executive committee) which is authorized to conduct the affairs of the organizationbetween meetings of the governing body, are to meet as CODE OF ETHICS AND CONDUCT FOR CHAMBERS 21 frequently as is necessary to fully and adequately conduct the business of the organization. At a minimum, there should be a least 4 meetings annually of the governing body, or the governing body and the executive committee combined. If face-toface meetings are not required by local or national law and the organizing documents, then communication technologies can aid in conducting frequent meetings.
Minutes of each meeting of the governing body and executive committee, and reports of each committee when acting in the place of the governing body, are to be produced, distributed to each member of the governing board, and archived for future reference. The minutes also are to be available to an association’s membership, officers, staff, and the general public, with the exception of discussions related to personnel evaluation and other such confidential information.
3. RESPONSIBILITY FOR CONDUCT
The governing body shall be responsible for its own conduct. The governing body is to establish written expectations for board members (including expectations related to service on committees, attendance at meetings, and participation in fundraising and program activities), and annually evaluate its own performance. If not already established in the organizing document, the governing body is to establish job descriptions for its officers (chair, treasurer, secretary, etc.).
E. Conflict of Interest
1. BEST INTERESTS OF THE CHAMBER
In serving on the governing body, directors shall put organizational goals before personal goals, and put the best interests of the organization ahead of individual desires.
2. MATTERS IMPACTING A DIRECTOR
No director shall participate in deciding a matter directly impacting that individual (such as re-election to the governing body, personal remuneration, etc.)
Each director shall disclose all potential and actual conflicts of interest, including each institutional affiliation he or she has that might possibly involve a conflict of interest (such as sitting on a board of another Chamber with overlapping goals and missions). Such disclosure does not preclude or imply ethical impropriety.
4. WRITTEN CONFLICT OF INTEREST POLICY
The governing body shall develop a written conflict of interest policy, which is applicable to the directors and to any staff and volunteers who have significant decision-making authority regarding the organization’s activities or resources, as well as relevant organizational partners.
The governing body shall provide its members with the written conflict of interest statement, which should be signed by the individual at the outset of each term of service.
6. LOANS TO MEMBERS OF THE GOVERNING BODY
If a Chamber has provision for making loans to members of the governing body, there shall be a policy describing how the loans operate. All loans or transactions with members of the governing body are to be included in the Chamber’s full financial reports and publicly disclosed.