Committee Structure

1. The Board
   1. The Board consists of those persons elected by the members or appointed by the Board under the Bylaws. These people are the directors of the corporation.
2. The Board Committees

   1. The authority of the Board Committees is limited by the Bylaws (A.2. Article 7. Section 1), and in case of any conflict between this policy and the Bylaws, this policy is in all ways subordinate to the bylaws.

   2. Board committees are the ‘standing committees of the Board’. Unless otherwise specified herein, all committee chairs are appointed by a vote of their respective committee members at the first committee meeting following the October Board meeting. The Board may decide, from time to time and by resolution that one or more of the standing committees may be co-chaired by additional Board member(s).

   3. The Board committees are:

   Budget & Finance

   The Budget & Finance Committee is chaired by the Treasurer and is responsible for budget preparation and financial strategy and oversight of the corporation.

Policies & Procedures
The Policies and Procedure Committee is responsible for keeping the structure of the corporation under review and the formulation, maintenance and enforcement of policy.
Personnel
The Personnel Committee is chaired by the President and is responsible for monitoring the human resources strategy of the corporation. This would include the monitoring of the performance of the Executive Director and oversight of their management of the other staff. The Executive Director will report to the Personnel Committee on matters of recruitment and review of staff and the engagement of contracted services. The Personnel Committee also acts as the grievance committee.
Community Affairs
The Community Affairs Committee is responsible for reviewing membership applications and making recommendations to the Board for the acceptance/rejection of applications and for renewals. The Community Affairs Committee also oversees the membership program of the organization by creating and determining member benefits, devising a membership card and conducting membership roadshows. The Community Affairs Committee is also responsible for developing the organization’s outreach strategy and conducting community rap sessions and forums. The Community Affairs Committee is also responsible for the organization’s newsletter.
Long Range Planning
The Long Range Planning Committee is co-chaired by the duly elected Board committee chair (A.06.II.B) and Executive Director. The Committee is responsible for developing, monitoring and reviewing strategies for long range planning for the organization, including an organizational strategic plan.
Nominating
The Nominating Committee is co-chaired by the President and Vice President who may delegate this responsibility to another member of the committee and is responsible for identifying qualified candidates for the board by devising and implementing a plan for strategic board recruitment. The aim of the Nominating Committee is to identify a diverse range of potential candidates so that, ultimately, the leadership of the organization reflects the diversity of the communities it represents. In doing so the Nominating Committee is responsible for devising a recruitment matrix (identifying all the skills the Board is seeking), putting together a Board recruitment pack, meeting with prospects and making recommendations to the Board. The Nominating Committee is also responsible for the orientation, continued support and mentoring of new Board members.
Audit
The Audit Committee is chaired by an individual appointed by the Board of Directors and, subject to the supervision of the Board of Directors, is responsible for recommending to the Board of Directors the retention and termination of the independent auditor and negotiating the independent auditor’s compensation, on behalf of the Board of Directors. The Audit Committee also confers with the auditor to satisfy its members that the financial affairs of the corporation are in order, reviews and determines whether to accept the audit, assures that any non-audit services performed by the auditing firm conform with applicable standards for auditor independence, and approves performance of non-audit services by the auditing firm. The Audit Committee may include persons who are not members of the Board of Directors, but the member or members of the Audit Committee shall not include any members of the staff, the President or the Treasurer. During any period in which a non-director serves as a member of the Audit Committee, all of the committee’s actions are subject to the supervision of the board. Members of the Budget & Finance Committee may serve on the Audit Committee; however, the Chairperson of the Audit Committee may not be a member of the Budget & Finance Committee and members of the Budget & Finance Committee shall constitute less than one-half of the membership of the Audit Committee. Members of the Audit Committee shall not receive any compensation from the corporation in excess of the compensation, if any, received by members of the Board of Directors for service on the Board and shall not have a material financial interest in any entity doing business with the corporation.
Development
The Development Committee is responsible for identifying new funding opportunities for the corporation.

1. Non Board Member Committee Attendance
   1. Only a director may serve as a member of a board committee (except in the case of the audit committee see A.06.II.7); however, a non-director may be specifically invited by the board, on a case-by-case basis, to:
      1. appear as a guest at one or more board committee meetings
      2. give input to a board committee
      3. participate in board committee work and deliberations, in each case as long as the non-director does not have board committee membership rights (e.g., voting rights on the committee)
2. Advisory Committees
   1. The board may from time to time create one or more advisory committees to the board of directors. These committees may consist of board members and general members of San Francisco Pride in good standing.
   2. The board shall appoint all members of advisory committees.
   3. Advisory committees may not exercise the authority of the Board to make decisions on behalf of the corporation, but shall be restricted to making recommendations to the Board or Board Committees.

Amended 3/4/14
Amended 12/2/14
Amended 6/3/14