In this section: 

• Board Committees – Structure and Roles 
• Role of committees 
• Types of committees 
• Committee Membership, & Chairmanship 
• Committee Relationship to Staff
• Standing Committees 
• Mandates of the Standing Committees
• Human Resource Committee 
• Policy Committee 
• Nominating Committee
• Executive Committee
• Minutes and Financial Report

BOARD COMMITTEES – STRUCTURE AND ROLES 

The Board from time to time establishes committees to assist it in carrying out its responsibilities.  

The Board approves a charter for each committee. The charter sets out the composition, responsibilities and administration of the committee, as well as other matters that the Board may consider appropriate. In addition each year the Board will set out a work plan for the activities and responsibilities of the Board. 

Role of committees 

The role of the committees is to assist and support the Board with specific aspects of its responsibilities. Committees permit deeper examination and analysis of issues. Committee members may bring an additional level of expertise to the issues at hand. It is not the role of committees to supplant the work of the Board or to make decisions on the Board’s behalf. 

Committees do not act or speak for the Board unless given specific authority to do so, and caution must be taken in order not to overlap or contradict the Chamber Board.  

Types of committees 

The two main types of committees are:

a. Standing Committees which support the work of the Board by fulfilling specific governance tasks on an ongoing basis; and

b. to Ad hoc committees or task forces to which the Board may delegate specific responsibilities from time to time to deal with specific issues or projects.

Committee Membership, & Chairmanship

The Board will approve the membership and chairmanship of its committees. 

Each committee will:

a. ensure adherence to committee member protocols;

b. maintain an up-to-date list of its members;

c. have an up-to-date charter;

d. conduct its affairs in accordance with a work plan which is aligned to the overall Chamber strategic plan; and

e. prepare minutes of its meetings.

Committee chairs will report to the Board of Directors on a regular basis. 

The Board Chair or Vice-Chair comprise an automatic support system for any committee and may attend Committee meetings.

Committee Relationship to Staff

The Board and staff work cooperatively to carry out the objectives of the Chamber.  The Board relies upon the ability, training and expertise of staff to plan for and provide services within the Chamber’s mandate. 

The Board will determine from time to time the level of staff support available to Committees, with the understanding that a minimum level of support and administration is important to provide continuity and smooth functioning. This understanding will be communicated to the CEO for implementation.

Committees do not have the authority to direct either the CEO or the staff in any way unless authorized to do so by the Board.

Standing Committees 

The standing committees of the Board are:  

a. Audit;

b. Human Resource Review;

c. Nominating;

d. Policy; and

e. Executive

Mandates of the standing committees

Audit Committee - It is the responsibility of the audit committee, consisting of the Treasurer as Chair, the President and three other Directors who shall be appointed by the Chair at the first meeting of the Board held following each Annual General Meeting, to:

a. Oversee all material aspects of financial reporting;

b. Examine the internal controls of the Chamber;

c. See that the financial statements are audited each and reported to the AGM;

d. Advise the Executive Committee in writing if it appears reasonably likely that the MCC will be unable to meet statutory financial obligations;

e. Work closely with the President’s working group on finance; and

f. Once every three years, to arrange for an audit of the performance and organization of the Board to determine its effectiveness and efficiency.

Human Resource Committee - It is the responsibility of the Human Resource Committee, consisting of the Chair, a vice-chair, treasurer and legal council, who are appointed by the Executive Committee in December of each year to:

a. Conduct an evaluation of the President;

b. Review the compensation of the President for the upcoming year;

c. Investigate any allegations of misconduct by the President; and

d. Report their findings and recommendations to the Executive at the first meeting of the Executive in each New Year.

Policy Committee - It is the responsibility of the Policy Committee, consisting of the President or designate, a minimum of three or more Directors and at least two additional persons, to meet though out the year to:

a. Provide advice to the President related to emerging issues;

b. Bring forward to the President and/or Board issues that the committee considers important; and

e. Examine all submitted resolutions to ensure compliance and submit to the Secretary twenty-eight days prior to AGM for distribution to members.

The Chair of the Policy who is elected by members of the Policy Committee at its first meeting shall chair [or designate] the resolution process at the AGM.

Nominating Committee – It is the responsibility of the Nominating Committee comprised of Immediate Past Chair [Chair], the President, any officer and three additional directors to:

a. To prepare a slate of candidates to fill the positions of officers;

b. To prepare a slate of candidates outlined in 3.7 of the bylaws;

c. Communicate these names to the members twenty-one days prior to AGM; and

d. Ensure that the candidates that the nominations committee selects represents to their best of their ability.

The committee shall make every effort to ensure both rural and urban representation [including consideration from the two largest chambers –Winnipeg & Brandon] as well as  varied ethnic and gender representation.

Executive Committee – The Executive Committee consisting of the Officers, two directors and one past chair shall have the responsibility of:

a. Carrying out the duties of the Board between meetings;

b. Shall engage or employ the President; and

e. Shall determine the responsibilities and terms of engagement or employment of the President.

The Executive Committee shall meet each month on those months that there is no Board meeting. 

Minutes and Financial Report 

Copies of past minutes and financial reports are maintained both in a binder at the Chamber office and are available for view by any members. These reports can be provided by a Director on request to the President. New Board members will be provided prior to orientation copies of the past years financials and minutes.