Governance Class C Representative

Joshua Cohen Updated by Joshua Cohen

Position purpose

ArtsPool is governed by four committees: Finance, Membership, Operations, and Steering. ArtsPool staff who are Class C members of the LLC are entitled to elect 2 members to each Committee except Steering; Steering is composed of two representatives from each of the other three Committees, with no less than 50% of the Committee being Class C.

The easiest way to meet the Steering Committee composition requirements is for each of the other Committees to send one Class C and one Class A or D representative to Steering, but it's not technically required to do this.

The responsibilities of the committees are specified in other articles:

This article outlines the responsibilities specifically of Class C members to the Committees on which they serve. More can be found in this useful Summary of the ArtsPool, LLC Operating Agreement.

Team roles

Committee roles

Each Committee meeting has a Chair, who creates, distributes, and follows the agenda for the meeting; and a Note-Taker, who documents what is said and done at the meeting, later turning their notes into official minutes for the committee's approval.

Historically, the Chair has been the Class C member who is Team Lead on the parallel ArtsPool operations team, and the Note-Taker has been the other Class C member. However, there is no requirement that either of these roles be filled by Class C members, and the governance Committees have recently begun efforts to rotate the Note-Taker position in particular among all classes of Committee members.

These are not formal, required roles, but rather functional roles to ensure smooth meetings.

Governance management

This role is currently a function of ArtsPool's internal Operations Specialist. The responsibilities of this role include:

  • Tracking governance Committee meeting schedules and ensuring quarterly meetings occur for each Committee.
  • Finalizing meeting minutes for approvals and maintain governance files, as requested. Committees may also handle this independently if they choose.
  • Maintaining roster of Committee members with terms and approval requirements.
  • Coordinating and documenting Committee elections as required.
  • Drafting and processing Unanimous Written Consents as required, with input from outside counsel.
  • Coordinating communications from governance Committees to full membership as required.
  • Facilitating access to and learning around ArtsPool’s governance structure, corporate policies, and their application.
  • Coordinating with legal counsel as required.

Committee responsibilities of Class C representatives

General

  • On a quarterly basis, conduct a poll of the Committee's membership to find a mutually agreeable time to meet.
  • In consultation with the Committee's parallel ArtsPool operations team, create an agenda for the meeting and update topics on the relevant Committee Planner.
  • Prior to the meeting, remind Committee Members about the Committee Planner as agenda, and share DRAFT Minutes of prior meeting.
  • During the meeting,
    • the Committee Chair (can rotate), calls the Meeting to order and asks for a "second" (confirmation).
    • Another committee member should say "second" to confirm.
    • The Note-Taker should record who is taking specific actions, and use the Minutes Template.
      Notes should focus on actions and decisions; too much detail is counterproductive. If there is a lot of back and forth, the Note-Taker can indicate: "After substantive discussion, X was decided." or "Y and Z options were discussed without a clear outcome, and this topic will be revisited at the next meeting."
    • The Chair begins the meeting by asking if there is a motion to approve the Minutes from the prior meeting. Another Committee Member should make the motion, and another should second. The Chair then takes a vote. If all Committee Members can see each other (on camera or in person) the vote can be taken as a show of hands. If there is a need for visual accommodations (such as a phone meeting or any meeting attendee requires accommodation), the Vote should be taken by voice in which the Chair will call each person's name and ask for their vote.
      Votes can be recorded as outcome, such as "The Minutes were unanimously approved." or "The Minutes were approved by majority."
    • The Chair then runs the meeting by following the planner topics.
    • The Chair adjourns the Meeting, and the Note-Taker records the time.
  • After the meeting, follow up with the Note-Taker (can rotate) to ensure that minutes are generated from the notes in a timely fashion.

Finance Committee

  • At each meeting of the Finance Committee, the Class C members should present a budget update to the Committee, highlighting any variances from the budget that require Committee attention or approval.
  • At the Q4 meeting, present the next year's budget for approval.
  • During each fiscal year, lead the Committee in reviewing member fee structures.
  • Seek Committee approval and input on other finance topics as indicated by the ArtsPool Finance or Operations Team.
  • Follow up with the ArtsPoll Finance Team on any questions left unanswered in the Committee meeting.

Membership Committee

  • At each meeting of the Membership Committee, update the Committee as to the status of the member development pipeline.
  • In between meetings, coordinate with the Membership Development team to secure Committee approvals of new members.
  • Work with the Committee to activate current ArtsPool members to promote ArtsPool membership to other organizations.
  • Seek Committee approval and input on other topics as indicated by the Member Development or Operations Team.

Operations Committee

  • During each fiscal year, lead the Committee in reviewing and approving ArtsPool policies.
  • During each fiscal year, lead the Committee in reviewing and approving the ArtsPool business plan.
  • Seek Committee approval and input on other topics as indicated by the Operations Team.

Steering Committee

One Class C member of each Committee presents a report to the Steering Committee of their Committee's most recent meeting, using the draft minutes from the meeting as a basis for a summary.

It's not required for the reports to always be provided by the Class C member, but for the moment, this is a realistic approach. Class C Members should ask their Committee Rep counterpart if they have anything to add after their report.

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