Page 13 - 2021-2022 Year End Report

GOVERNANCE COMMITTEE
VP Governance: Sharon Hewitt
Committee: Elizabeth Bell, Julie Branford, Anne Jarvis, Kate Joseph, Elise McClure, Lee Ragen, Ellen Richardson, Leslie Workman,
and Executive Director Lori Slaughter
The Governance Committee was re-established upon the recommendation of the Visioning Committee and Board approval. Governance is responsible for maintaining the structural integrity of the organization and ensuring that governance practices support a healthy and functioning board of directors.
The Committee focused on review of the Bylaws, which were last updated in 2016. Anne Jarvis and Sharon Hewitt met with attorney Mark von Bergen and discussed updating the Bylaws, best practices for nonprofit corporations, new Oregon statutes, and nominating procedures for Directors and Officers.
The Committee spent several months reviewing and updating the Bylaws to conform with new Oregon law and current best practices for nonprofits. The Board approved the Third Amended and Restated Bylaws of ARCS Foundation Oregon on February 7, 2022.
Because of the changes to the Bylaws, Governance prioritized updating several Policies & Procedures currently in effect, particularly Nominating, Committees and Leave of Absence – all affected by the Third Amended Bylaws. On April 21, 2022, the Board approved three updated Policies & Procedures (Nominating, Committees, Leave of Absence). The most significant changes were to the Nominating procedures. In the future, the Board will select the Nominating Committee which will be comprised of current and recent Board
members. The Board will elect Officers, who will be confirmed by the Members at the Annual Meeting. The Nominating Committee will also select a slate of Directors who will be elected by Members at the Annual Meeting. These changes were made to conform with current best practices by nonprofit corporations in Oregon.
The Governance Committee is also gathering appropriate documents to provide to the New Board Members at its crossover meeting in June. These documents will include a statement of fiduciary responsibility, conflict of interest, and whistleblower policies as well as information on understanding our financial reports, expense reimbursement, and silent gender drafting information.
Goals for the next fiscal year include working with the Executive Director and Committees to finalize Committee Charters. Governance will continue to review all current Policies and Procedures. The Committee also hopes to expand Leadership Training. Moving forward, the responsibility of creating a new Long-Range Plan will be owned by an ad hoc committee in FY23.
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