The HNBA Board Committees were established in 2006 to ensure the Association’s continuing compliance with legal developments (including Sarbanes Oxley) that affect non-profits and to provide greater participation by members of the HNBA Board of Governors (“BOG”) in the governance of the HNBA. In contrast to the Standing and Special Committees described above, the Committees are composed primarily of members of the HNBA BoG. They serve as a mechanism for BOG members to gain experience in the governance of the HNBA, thus assisting in the growth of future HNBA officers and leaders. While Board Committees facilitate the work of the Executive Committee (“EC”) and BOG, they do not set HNBA policy or in any other way supplant the EC or the BOG.
With limited exceptions, the Board Committees are comprised of members of the BOG. Each member of the BOG is invited and encouraged to sit on at least one Board Committee. The HNBA President appoints all members and chairs of the Board Committees, with the exception of the Audit Committee which elects a chair from its appointed members, the Development Committee, which is chaired by the National Finance Director, and the Finance Committee which is chaired by the HNBA Treasurer. All other Board Committees are to be chaired by BOG members who are not members of the EC member. The President serves as an ex oficio member of each Board Committee.
The Board Committees meet as often as required by the press of HNBA business and, at minimum, meet during time set aside at each of the regularly scheduled BOG meetings. The Board Committees report to the President and the EC. In addition, the Chair of each Board Committee is expected to file a written report with the BOG no less than thirty days prior to each BOG meeting.
The Audit Committee is charged with (a) overseeing the integrity of the HNBA’s financial accounting process and systems of internal controls regarding finance, accounting, and use of assets; (b) overseeing the independence and performance of the HNBA’s independent auditors; (c) overseeing the operation of the HNBA’s policies on conflicts of interest and fraudulent or dishonest conduct; and (d) providing an avenue of communication among the independent auditors, management, the finance group of the HNBA (whether external or internal), and the Board. The Audit Committee consists of five members appointed by the President of the HNBA and the Chair is elected by the members of the Audit Committee from among its members.
The Development Committee is the fundraising arm of the HNBA. It is responsible for raising revenue for the HNBA, maintaining contact with HNBA sponsors and developing processes to ensure the financial success and sustainability of the HNBA. The Chairs of the HNBA Annual and Mid-Year Conventions and the HNBA Treasurer shall be members of the Development Committee. In addition, given the strategic importance of their positions in relation to raising revenue for the HNBA, the President-Elect and Vice President for Regions shall be members of the Development Committee. There is no limit on the number of members who may serve on the Development Committee and all BOG members not otherwise appointed to a Board Committee are appointed to, and encouraged to serve on, the Development Committee. (Under existing HNBA policy, all BOG members, whether or not on the development committee, “shall assist in the fundraising efforts of the HNBA as directed by the President and the Chair of the Development Committee.”)
The Finance Committee consists of seven members. Its mandate is to focus on the financial performance and processes of the HNBA, including financial management, fiscal policies, budgeting, and investment portfolio and endowment management. The Treasurer serves as Chair of the Finance Committee. The Executive Director serves as an ex officio member of the Finance Committee.
The Governance Committee consists of six members and focuses on ensuring adherence to HNBA resolutions and policies and maintaining and preserving important HNBA records and documents. The Executive Director is a non-voting member of the Committee.
Office and Personnel Committee
The Office and Personnel Committee consists of six members and is charged with focusing on the operational affairs of the national office, including issues involving the hiring of the HNBA Executive Director, review and updating the personnel and office policy handbooks, office relocation or office space, acquisition and disposal of major pieces of equipment, and performance evaluations of the Executive Director.