Governance Committee (GC) Charge – November 2025

Governance Committee (GC) Charge – November 2025

Purpose and Strategic Role

The Governance Committee (GC) is a standing committee of the Board that provides guidance to the Board and CRL management to ensure that the Center’s governance works in accord with CRL’s bylaws, mission, vision, and values, and periodically reviews these guiding principles to ensure they reflect current law and member expectations. Staff maintain a Governance Manual to codify CRL’s governance processes and policies subsidiary to the bylaws.

GC complements the Audit Committee by establishing clear governance boundaries and compliance frameworks, ensuring management operates within board-approved policies while maintaining operational effectiveness.

Key Responsibilities

  • Scope of Authority: The Committee has authority to interpret existing governance documents and to recommend changes and revisions as necessary.
  • Maintenance of Bylaws: At least every five years, the committee shall review the CRL bylaws, with support from CRL management and counsel as needed, to ensure their compliance with law, best parliamentary practice, and their alignment with member interests, and make proposals for their revision as needed.
  • Governance Manual: Collaborates with staff to maintain a collection of documents that codify processes for implementing matters in the bylaws and ensuring that CRL governance practices meet member needs and align with the CRL Values statement.
    • Comment to the Board: for initial guidance to the GC on the governance manual, we recommend code of conflict and code of conduct for committee participants, board officer election process, process for calls for service and appointment, and member engagement or communications processes, e.g. calling special meetings.
  • Awareness and Advocacy: Collaborates with staff and counsel to provide an annual orientation to the bylaws and Governance Manual for the board of directors.

Composition and Membership

  • Chair: Appointed Board member to serve a one-year term as Chair, following a preceding year of service as Vice Chair, for a total appointment of two years.
  • Vice Chair: Appointed Board member to serve a one-year term as Vice Chair, followed by a one-year term as Chair, for a total appointment of two years.
  • Members: Three additional directors, appointed for staggered two-year terms (renewable once).
  • Ex Officio Members: The President of CRL. 

Operational Framework

  • Meeting Cadence: Quarterly meetings, with additional sessions convened as needed.
  • Reporting Structure: Recommendations and reports are submitted by the Committee Chair to the CRL Board as a standing agenda item at regular meetings.
  • Staff Support: CRL President’s Office, including access to General Counsel and Parliamentarians, as needed. 

Authority

  • Established as a Standing Committee under Article VIII, Section 1 of the CRL Bylaws (as amended May 19, 2025)
  • See also the CRL Governance Manual for guidance on process and parliamentary procedure 

Document Information

Document Title: Governance Committee (GC) Charge

Effective Date: (slated for the Board Meeting, November 7 2025) 

Last Revision Date: September 17, 2025 3 of 3 

Responsible Party: Board of Directors