Chicago Board of Directors CAIC Meeting August 29, 2017 All Chicago, 651 W. Washington Chicago, IL :00 2:00 PM Agenda

Size: px

Start display at page:

Download "Chicago Board of Directors CAIC Meeting August 29, 2017 All Chicago, 651 W. Washington Chicago, IL :00 2:00 PM Agenda"

Anne Parrish
5 years ago
Views:

1 Chicago Board of Directors CAIC Meeting August 29, 2017 All Chicago, 651 W. Washington Chicago, IL :00 2:00 PM Agenda 12:00 pm 1. Welcome & Introductions 2. Agenda, Minutes 12:10 pm Items from previous meeting Committee Nominating Process 12:30 pm 1:15 pm Final Review of Amendments Preparation for October Board Meeting Plan for Gathering Feedback 2017 Meeting Dates* *Meeting dates may be subject to change

2 Date: 8/18/2017 Time: 10 AM to 11:30 AM Location: The Learning Center at All Chicago Attendees: Maura McCauley, Dave Thomas (All Chicago), Christophe Valcourt (All Chicago), Ken Nickele, David Dempsey, Fred Friedman, Chris O Hara, Brittany Ramenani, Sharon Cargile I. Welcome and Introductions The meeting was called to order at 10:02 AM. Maura asked to be caught up on the discussion from the last meeting when she was absent. II. Review of Minutes Ken motioned to approve the minutes from the previous meeting. David seconded the motion. III. Items from Previous Meeting a. Terms for Current CoC Board Members Attendees reviewed the spreadsheet with the list of current CoC Board Members and their terms. Discussion centered around the composition of the board in relation to LEC, SPC, and other members. Ken mentioned the composition used to be 1/3, 1/3, and 1/3, but has now changed to 10, 9, and 6. The decline in the size of the board has reduced the old balance. A key area of concern was that in 2017, 6 positions will expire while 10 will expire in 2018 and 9 will expire in Maura raised the question if this staggered term structure was adequate. Fred believed that this issue was something that could work itself out in the future and, therefore, was not necessary to tinker with now. Dave explained that some of the staggering occurs as a result of individuals who entered a term in the middle of a year if a board member resigns early. Ken had concerns about how a resigned term was completed and an individual s eligibility for another term. He said that LEC appears to have an even cycle where 2 members have terms ending each in 2017, 2018, and 2019, but SPC doesn t follow that distribution. He expressed concerns about one of the three groups having a disproportionate amount of terms ending in a single year. Dave explained that what matters is not necessarily the composition of a single group, but rather the general composition of the board. Ken suggested having some type of designation to identify specific slots and their end-year (A, B, C) for LEC, SPC, and Other. Maura sees this as just operationalizing their consensus on what they explained about the board term renewal process. A clarification was made that the 3-year term of a board member is tied to that particular seat, and not the actual individual who completes the term. Fred and Chris will explain this possible new designation process to LEC while Brittany will explain it to SPC. Dave suggested changing the current document and rearranging the term column to make it easier to categorize based on term-end years. b. Committee Nominating Process Maura asked for a synopsis on the last meeting s discussion on this issue. Ken asked what is the role of the membership committee. Chris and Ken discussed current and past issues with committees who must keep a certain number of seats filled, but in

3 some cases become stagnant due to vacancies. Dave explained that SPC and LEC can fill their own vacant seats, but the process is less straightforward for other stakeholders. For them, they must choose their own members and send their choice to the nominating committee, who send it to the membership committee for the final stamp of approval. It s a slow process: it often takes a month to get someone to come fill a vacant seat if someone resigns. Chris recommended having 1-2 alternates for all committees. Dave said that a past thing that has been done is sending out a committee interest form for individuals to sign up to join a committee and have the groups keep track of those interested in joining. A key area of discussion is that there is a lack of clarity and communication over how this process of membership committee approval takes place. Ken asked if there is a written document that lays out this process. Maura and Dave realized that this has been an item that hasn t yet been resolved. Dave knows that at past membership committee meetings, there has been conversation on how to keep the slate filled. Typically, committees identify their own new members, then go to the membership committee if they have difficulties with the process. Dave explained that this process is out there, but typically not written down. Ken stated that a key problem has been committees who fill up vacancies with new members, but come to realize that those new members lack voting power since they lack the explicit approval of the membership committee. Additional points of discussion included the case when SPC and LEC could challenge or disapprove of a proposed new member. Dave has been tasked with obtaining the written document that lays out the approval process by the membership committee. IV. Next Steps for Final Review of Amendments The committee has made it a goal to review and formally approve the draft language by the next meeting at the end of the month. They will distribute it for feedback from the CoC meeting. They hope to have this process completed 10 days in advance of the October board meeting, finishing up the feedback sessions on language. There was deliberation over how to solicit feedback on the amendments as well as what the community believes to be recommended action items for CAIC to take up next year, whether through a survey or written form. V. End of Meeting After deliberation, CAIC will now meet up again on August 29 at 12 PM at All Chicago. At this meeting, members will finalize the written membership issue, discuss the final draft of amendments, and will discuss how to obtain feedback from stakeholders in time for the October board meeting. Meeting Adjourned 11:30 PM

4 Chicago Continuum of Care Committee Slating Process General Policies and Procedures According to the CoC Charter, The Nominating Committee will develop a standard process for establishing slates and selecting committee members from the Board and wider CoC membership for each standing committee. Committee slates will include slots for all stakeholder groups represented on the Board, using the same ratio of representation as the Board Slate. Annual Slating Process 1. In October, Committee Chairs submit their current committee member lists (including terms and stakeholder groups represented) for the next calendar year to ad hoc nominating subcommittee, LEC chairs, and SPC chairs. 2. All Chicago will send list of CoC members in good standing to nominating subcommittee, LEC, and SPC Chairs because all committee members must be CoC members. 3. Selection process for Service Provider representatives and Lived Experience representatives in late October/early November: a. All Chicago will provide completed committee interest forms to SPC and LEC chairs. b. The SPC and LEC will select representatives for committees that have open seats. c. By mid November, SPC and LEC will send completed committee lists to Membership Committee 4. Selection process for ESG representatives and Other Stakeholder representatives in late October/early November: a. Ad hoc nominating subcommittee works with committee chairs to compile a list of seats that need to be filled; uses committee interest forms to fill seats. b. Ad hoc nominating subcommittee sends to CoC notifying members of openings and requesting interested candidates to complete a committee interest form, as needed. c. By mid November, ad hoc nominating subcommittee sends committee lists to Membership Committee 5. In mid November, Membership Committee provides final approval for committee slates. Membership committee sends final slates to committee chairs, SPC and LEC chairs, and All Chicago (for administrative purposes). Mid year Slating Process 1. If an ESG or Other Stakeholder seat becomes vacant during the year, committee chairs should notify the ad hoc nominating subcommittee and either: a. Submit a nomination for the ad hoc nominating subcommittee s approval OR b. Request that the ad hoc nominating subcommittee select someone (based on committee interest/ nomination forms) 2. If an SPC or LEC seat becomes vacant during the year, the committee chairs should notify the chairs of the SPC or LEC so they can select a representative. The name of that

5 Chicago Continuum of Care Committee Slating Process representative should be sent to the Membership Committee and All Chicago for their records.

6 CAIC 2017 Priority Items (as of 8/25/2017) Election of Board Officers Section of the Charter: Article 4, Section 1 The Board will elect the officers from nominations received by the Ad hoc Nominating Committee at the first Board meeting of the calendar year. The officer ballot must include representatives from each Board stakeholder group noted in Article 3, Section 3. In order to be eligible for nomination, a candidate must have served at least one year on the Board. The person receiving the majority votes for each officer position will be selected. If there is a tie, there will be a re vote between only the persons receiving the same number of votes. If there is another tie, the outgoing Chair will break the tie. Summary: Interpret how the process is implemented to meet all requirements of the Charter. Beginning 2018, the COC Board Chair rotation shall be ESG, Other, LEC, SPC, and in the following year the vice chair succeeds to the chair. The nominating [Membership] Committee is to develop the officer s slate in advance of the first Board meeting and shall include representatives from each stakeholder group as noted in article 3 section 3 to make up the executive committee. The Board will elect the officers from nominations received by the Adhoc Nominating Committee at the first Board meeting of the calendar year. The officer ballot must include representatives from each Board stakeholder group noted in Article 3, Section 3. In order to be eligible for nomination, a candidate must have served at least one year on the Board. The person receiving the majority votes for each officer position will be selected. If there is a tie, there will be a re vote between only the persons receiving the same number of votes. If there is another tie, the outgoing Chair will break the tie. Board Chair Resignation Section of the Charter: Article 4, Section 3 Any officer may resign at any time by giving written notice to the Chair. Any such resignations will take effect at the time specified within the written notice or if the time is not specified therein upon its acceptance by the Chair. Summary: Consider a change to clarify to whom the Chair resigns. 1

7 CAIC proposes that the Chair hand resignation to the vice chair and Nominating Committee is to nominate vacancies for vice chair in such a situation. Committee Slate Approval Section of the Charter: Article 7, Section 2 The Nominating Committee will develop a standard process for establishing slates and selecting committee members from the Board and wider CoC membership for each standing committee. Committee slates will include slots for all stakeholder groups represented on the Board, using the same ratio of representation as the Board Slate. To that end, all committee slates will include slots for persons with lived experience of homelessness. The Nominating Committee will solicit nominations of members from all constituencies, using broadly disseminated s. The Board will determine ad hoc committee or working group membership. Summary: Consider a change to clarify who votes on/approves committee slates CAIC proposes Committees are to fill a vacancy internally maintaining specifications in the charter, if they cannot generate a name internally, then they should seek assistance from the Nominating Committee. The Nominating Committee should act as oversight. Near the end of each calendar year, as well as when vacancies occur during the year, each committee will be responsible for filling its seat(s). To fill seats, committees should identify potential SPC members, LEC members, ESG representatives, and other key stakeholders respective of the seats to be filled. In the cases of the SPC and LEC, committees should submit potential member names to the respective commissions for approval. For ESG representatives, committees should request a representative from the ESG recipient. For other key stakeholders, committees should identify appropriate individuals based on the committee s work, as well as, the values of the Charter, and submit his/her name to the Nominating Subcommittee for approval. In cases when a committee is unable to identify individuals for key stakeholder seats, the Committee Chairs should request names of potential individuals from the Nominating Subcommittee. Board of Director Terms Article 3, Section 4 All Directors will serve staggered terms of three years so that approximately one third of directors will transition off the Board or go through the nomination process each year. A Director may serve for up to three consecutive years with one additional successive term and 2

8 then must wait one year before accepting nomination to the Board again. In the first year of this Charter, newly appointed directors will draw lots to determine the length of their terms one, two, or three years. Summary: Now that the Charter is no longer new should the length of terms remain applicable? The following sentence should be deleted from the Charter as it no longer is applicable: In the first year of this Charter, newly appointed directors will draw lots to determine the length of their terms one, two, or three years. For clarification, the following should be added to the Charter: A three year term of a board member is designated to that particular seat and is not designated for the individual who holds the seat. Therefore, in cases when a vacancy occurs on the Board of Directors, a new Board member shall be selected or elected based on the vacated constituency seat and the new Board member will then complete the term held by the vacating member. Semi Annual Meeting Quorum. Article 2, Section 3 The Chicago CoC will hold semi annual public meetings for all members. Summary: Develop language to establish a quorum for these semi annual meetings The Chicago CoC will hold semi annual public meetings for all members. Quorum for all continuum wide meetings shall constitute 50%+1 of persons who have registered for the meeting and are members of the CoC in good standing as outlined in article

Chicago Continuum of Care Governance Charter Ratified on June 25, 2014

Chicago Continuum of Care Governance Charter Ratified on June 25, 2014 CONTENTS ARTICLE 1: Continuum of Care Mission, Values, Goals and Responsibilities 3 ARTICLE 2: Continuum of Care Membership 5 ARTICLE