Standing Committee Charters

Charter 1: Executive Committee

Purpose

To handle urgent governance matters between regular Board meetings and to coordinate Board leadership.

Authority

The Executive Committee may act on behalf of the full Board only in matters that require urgent attention between regular meetings and cannot reasonably wait. The Committee may not amend bylaws, elect or remove Directors or Officers, approve dissolution or merger, approve compensation of the CEO, or take any other action reserved to the full Board by the bylaws or law.

Composition

Board Chair (Committee Chair), Vice Chair, Treasurer, Secretary, and the CEO as a non-voting participant.

Meetings

As needed, called by the Board Chair. A quorum is a majority of voting members.

Reporting

All actions taken by the Executive Committee shall be reported to the full Board at its next regular meeting and recorded in Board minutes.

Charter 2: Finance, Audit & Risk Committee

Purpose

To provide financial stewardship, audit oversight, and enterprise risk management on behalf of the Board.

Responsibilities

• Review and recommend the annual operating budget to the Board.
• Monitor financial performance against budget and report variances.
• Oversee financial reporting, internal controls, and accounting policies.
• Coordinate and oversee annual audits or financial reviews.
• Review the Form 990 before filing.
• Oversee the Investment Policy and monitor investment performance.
• Review CEO compensation and make recommendations to the Board.
• Review and monitor insurance coverage (D&O, general liability, cyber).
• Identify, assess, and monitor enterprise risks.
• Review banking and signature authority annually.
• Oversee compliance with grant financial requirements.

Composition

3—5 members. Chaired by the Treasurer. At least one member should have financial expertise.

Meetings

At least quarterly, or more frequently as needed. A quorum is a majority of members.

Reporting

The Committee Chair shall report to the full Board at each regular meeting.

Charter 3: Governance & Nominating Committee

Purpose

To ensure strong governance, recruit and evaluate Directors, and maintain governance policies.

Responsibilities

• Identify and recruit prospective Directors consistent with the Board Recruitment Map.
• Conduct due diligence and vetting on Director candidates.
• Present Director nominations to the full Board.
• Conduct annual Board self-assessment.
• Lead the annual CEO performance review process.
• Review and recommend updates to bylaws, Charter, and governance policies.
• Oversee the Conflict of Interest Policy and collect annual disclosure forms.
• Manage Director onboarding and orientation.
• Oversee Board training and development.
• Review ADA policy compliance annually.
• Address Director conduct issues and Charter violations.
• Lead leadership succession planning.

Composition

3—4 members. Chaired by the Secretary (or another independent Director).

Meetings

At least quarterly. A quorum is a majority of members.

Reporting

The Committee Chair shall report to the full Board at each regular meeting.

Charter 4: Development & Strategic Partnerships Committee

Purpose

To support the Corporation’s fundraising strategy and build institutional partnerships.

Responsibilities

• Assist in developing and executing the annual fundraising plan.
• Identify and cultivate prospective major donors and sponsors.
• Support grant pipeline development and introductions.
• Develop sponsorship opportunities (e.g., Mountain State 100K Challenge Giveaway and similar campaigns).
• Cultivate strategic alliances with animal welfare organizations, technology partners, veterinary associations, and municipal agencies.
• Support stewardship of existing donors and partners.
• Provide guidance on fundraising communications and campaigns.
• Ensure fundraising activities comply with the Gift Acceptance Policy and applicable law.

Composition

3—5 members. At least one member should have significant fundraising, philanthropy, or institutional partnership experience.

Meetings

At least quarterly. A quorum is a majority of members.

Reporting

The Committee Chair shall report to the full Board at each regular meeting.