N M S A A M

P.O. Box 91353 | Albuquerque, NM 87199 | governance@nmsaam.org

Governance Committee Charter

Last Updated: Nov 19, 2020

Preamble

It is in the interest of the New Mexico Society for Acupuncture and Asian Medicine to ensure all members are easily able to participate in the governance of the association. By codifying information on policy, process, procedures, and actions and preserving that information, the Governance Committee seeks to increase transparency, allow more participation, and remove barriers to truly democratic and egalitarian governance of The Society.

Article I: Mission

To facilitate the efficient and continuous governance of the Society for Acupuncture and Asian Medicine (The Society) Through:

The development and maintenance of clear and concise policies and procedures that reflect the current practices of The Society and adhere to best practices for non-profit organization management;

Succession planning, including seeking out and vetting qualified candidates for board and leadership positions of The Society;

Providing timely and actionable advice to The Board.

Article II: Definitions

  1. Acupuncturist means an individual licensed as a Doctor of Oriental Medicine in the state of New Mexico

  2. Chairperson means the chairperson of the committee, unless otherwise specified

  3. Majority means more than half

  4. The Board means the board of directors of The Society

  5. The Society means the New Mexico Society for Acupuncture and Asian Medicine

  6. The annual meeting means the annual meeting of The Society, as defined in the by-laws

  7. The by-laws means the by-laws and articles of incorporation of The Society

  8. The committee means the governance committee of The Society, unless otherwise specified

  9. The president means the president of The Society

  10. This charter means this document, the charter of the governance committee

Article III: Governance and Authority

Article IX Section II of the by-laws authorizes the president to appoint ad hoc committees. The governance committee is appointed as an ad hoc committee.

It is the intent of the Governance committee to petition for permanent committee status within The Society at the 2020 annual meeting.

The committee will operate according to this charter. Where this charter and the by-laws of The Society conflict, the by-laws supersede this charter.

Article IV: Membership

IV Section 1 Chairperson

IV.1.1 Appointment of Chairperson

The chairperson shall be appointed by the president, and approved by The Board.

IV.1.2 Chairperson Term

The chairperson shall serve a term of two (2) years, unless recalled. There is no limit on the number of consecutive terms a chairperson may serve.

IV.1.3 Recall of Chairperson

The chairperson may be recalled and removed by majority of those present at an appropriately called meeting of The Board.

IV.1.4 Acting Chairperson

In the event of vacancy, for any reason including recall, the president shall appoint an acting chairperson; who will act as the chairperson until the next regular meeting of The Board.

IV Section 2 Members

IV.2.1 Appointment and Number of Members

The chairperson shall appoint members of the committee such that the total number of committee members is not less than three (3) and not greater than seven (7). Members of the committee shall be approved by The Board. Members of the committee shall be members of The Society in good standing. Members shall serve a term of 1 year, unless recalled.

IV.2.2 Recall of Members

Members may be recalled and removed either by the chairperson of the committee or by a majority of board members present at a regularly scheduled meeting of The Board.

IV.2.3 Chairperson as Member

The chairperson of the committee shall be a member of the committee.

IV.2.4 Ex-Officio Members

The following shall be ex-officio members of the committee:

  1. The President
  2. The Immediate Past President of the Society

Article V: Meetings

The committee shall meet at least once every three (3) months. Meetings may be conducted in person, or by phone, or by electronic means determined by the committee, at the direction of the chairperson.

V Section 1 Notice and Schedule

The chairperson shall schedule the meetings of the committee and provide the members of the committee with at least ten (10) days notice of any scheduled meeting.

V Section 2 Quorum and Voting

The presence of a majority of the members who are not ex-officio members of the committee constitutes a quorum. A majority of votes carries any action, except where provided otherwise in the by-laws of The Society or this charter. Proxy voting is not permitted.

V Section 3 Record of Meetings

The committee shall publish a report of each meeting of the committee. The report shall be available to any member of The Society in good standing upon request, and shall include at a minimum:

  1. The members present
  2. A list of topics discussed
  3. Any documents reviewed by the committee, and the result of such a review
  4. Any recommendations to The Board or Membership of the committee

Article VI: Responsibilities

VI Section 1 General Responsibilities

The committee shall:

VI.1.1 By-laws

Maintain the official record of the by-laws of the society. The by-laws shall be published on a publicly available website and shall be provided to any member of The Society upon request.

VI.1.2 Policies and Procedures

Develop and maintain copies and records of the policies and procedures of The Society that at a minimum include:

  1. Code of conduct for members of the society
  2. Code of conduct for board members and officers
  3. Conflict of interest statements for each member of The Board
  4. Charters for all standing and ad hoc committees of The Society

VI.1.3 Membership and Board Lists

Ensure that a current copy of the members of The Society is available from the Secretary. Ensure that a current list of the members of the Board is available upon request and published on the website of The Society.

VI.1.4 Board Meetings

Publish notice of all scheduled meetings of The Board to members of The Society. Publish and maintain a record of actions taken at every meeting of The Board.

VI.1.5 Quarterly Report

Provide a written report at least four (4) times a year to The Board. Maintain a record of reports of the committee, and provide them to any member of The Society upon request. The report shall include:

  1. A current list of the committee members, including any appointments and recalls since the last report.
  2. The date of approval for the charter of each committee of The Society, including the governance committee.
  3. The date of the last review of the by-laws of The Society by the committee.
  4. Any recommendations for action to The Board or recommendations for action by The Society at the next annual meeting.

VI Section 2 Succession Planing and Board Nominations

VI.2.1 Board Nominations

The committee shall seek out and vet potential board members for appointment at the annual meeting of The Society. At least sixty (60) days prior to the annual meeting of the Society, the committee shall publish the following:

  1. A list of all nominations, including self nominations, for officer and board member positions of The Society that meet the following criteria
    1. Have submitted a conflict of interest statement to the committee that has been reviewed by the committee
    2. Have submitted a letter of intent to the committee
  2. A recommended ballot for voting
  3. A written proposal for motion to be voted on at the annual meeting concerning officer and board member positions
  4. All letters of intent received by the committee during the nomination process

VI.2.2 Comment Period and Approval of Nominations

  1. The committee shall solicit comments on the recommended board members from the membership
  2. The committee shall publish all received comments at least thirty (30) days prior to the annual meeting
  3. The committee may, at its sole discretion, recommend a slate of board members and officers to be approved at the annual meeting; the final election and appointment of board members shall, in any case, be approved by the membership at the annual meeting

VI Section 3 Succession Planning

The committee shall present a written report to the membership at the annual meeting that includes:

  1. The committee’s plan to ensure continuous and efficient governance of the society for the coming year
  2. The date of the last review of the by-laws of The Society
  3. Any recommendations for action on the by-laws of The Society, including the process for developing the recommendations and involvement of the membership of The Society in developing such changes
  4. Any other information requested by The Board or the president

Approval and Changes