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Charter of the Governance and Membership Committee

The governance and membership committee is a standing committee of the board of trustees of Puget Consumers Co-op, or PCC Community Markets. This charter specifies the scope of the responsibilities of this committee and the manner in which the committee is to perform those responsibilities.

Purpose

The purpose of this committee is to discharge the responsibilities of the board relating to (1) establishing and maintaining PCC’s governance policies, practices and guidelines; (2) overseeing the composition and organization of the board; (3) overseeing the process of nominating candidates for the board and the election, education and evaluation of trustees; (4) overseeing PCC’s policies and activities relating to member recruitment, retention and relations; and (5) overseeing related party transactions and conflicts of interest.

Committee Membership and Organization

Membership on the committee is to be determined by the board upon the recommendation of the governance and membership committee. The committee should be composed of three or more non-employee trustees, each of whom will serve until his or her successor is duly appointed by the board or his or her earlier resignation or removal. The board may remove a member of the committee at any time with or without cause and may appoint any non-employee trustee to fill any vacancy on the committee.

The board may designate a chairperson of the committee. If a chairperson has not been designated by the board, the members of the committee may designate a chairperson by majority vote of the full committee membership.

The committee may form and delegate authority to subcommittees when appropriate or to one or more members of the committee.

The committee may obtain advice or assistance from consultants, legal counsel, accounting or other advisors as appropriate to perform its duties and responsibilities. The fees and costs of any consultant or advisor engaged by the committee to assist the committee in performing its duties and responsibilities must be approved by the board chair and are to be borne by PCC.

Committee Meetings

The committee is to meet as often as it determines necessary or advisable to discharge its duties and responsibilities. The committee may establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with the provisions of PCC’s bylaws applicable to committees of the board.

The committee may invite any person whose presence the committee believes to be desirable and appropriate to attend and observe meetings of the committee. Individuals who are invited to attend meetings of the committee may not participate in any discussion or deliberation of the committee unless invited to do so by the committee chairperson and may not vote on any matter brought before the committee.

The committee should maintain minutes or other records of its meetings and activities. The committee is to make regular reports to the board concerning the meetings and activities of the committee.

Committee Authority and Responsibilities

The committee has the following authority and responsibilities, subject to any modification or additional authority as the board may approve from time to time:

  • The committee is to establish and recommend for adoption to the board, and review on an ongoing basis the adequacy of, PCC’s governance principles, policies, practices and guidelines.
  • The committee is to assure that members of the board meet appropriate standards of independence developed by the committee and approved by the board.
  • The committee is to review potential conflicts of interest involving PCC’s management and members of the board of trustees, and any transactions between PCC and related parties, and recommend actions or solutions to the board.
  • The committee is to establish criteria for selecting new trustees, including desired skills, experience and attributes and commitment to the interests of PCC and its members.
  • The committee is to oversee the recruitment of potential candidates to fill positions on the board.
  • The committee is to create and implement processes used in evaluating and selecting potential candidates for the board.
  • The committee is to recommend to the board, for the board’s approval, a slate of trustee candidates to be placed before the members for election.
  • The committee is to recommend to the board, for the board’s approval, candidates for appointment to fill vacant board positions.
  • The committee is to consider the recommendation of the board chair regarding membership of the committees of the board and recommend to the board any changes to the composition, organization or structure of any committees.
  • The committee is to establish and recommend to the board, and review on an ongoing basis the adequacy of, PCC’s policies, practices and guidelines relating to member recruitment, retention and relations.
  • The committee is to establish and maintain procedural guidelines and limitations governing the submission of matters for consideration or voting by the members and determine whether any matter is in compliance with those guidelines and limitations and PCC’s bylaws.
  • The committee is to oversee all meetings of members, including all member notification and voting processes (including the processes and deadlines for submission of ballots), and candidate information and application processes.
  • The committee is to develop materials and oversee implementation of the orientation of new trustees and the continuing education of trustees.
  • The committee is to oversee the periodic evaluation by the members of the board of its performance, including its composition, organization, committee effectiveness and the performance of individual trustees, and to make recommendations based on the results of such evaluations to improve performance to the board and its committees and address issues identified by such evaluations.
  • The committee is to conduct a periodic review of the PCC articles of incorporation and bylaws and make recommendations to the board regarding amendments to such documents.
  • The committee is to conduct a periodic review and evaluation of the scope of its responsibilities and its performance of its duties. The committee should report to the board the results of this performance evaluation and recommend any changes to this charter to the board.