Terms of Reference for the Governance Board of the Community Vitality Center

Adopted by the Governance Board: June 21, 2002

1. Introduction

These Terms of Reference define the responsibilities and operation of the Governance Board (GB) for the Community Vitality Center (CVC). The objective of the Community Vitality Center is to serve as a catalyst for networking among small and medium sized rural communities. The Community Vitality Center will provide policy analysis, engage communities in dialogue and foster discussion among rural and urban interests. It is to support Iowa's vitality and economic growth by

• identifying policy topics of concern to rural communities,
• commissioning research to analyze the priority policy topics and differential impacts of public policy on rural communities and rural areas,
• assessing best practices, lessons learned and performance of alternative strategies to improve rural vitality,
• fostering collaborative public private partnerships to engage rural communities and diverse rural and urban interests in dialogue.

2. Responsibilities, Authorities, and Purposes of the Governance Board and Director

• The Governance Board will provide guidance to the Director on Community Vitality Center priorities and will review and comment on assessment reports regarding the performance, outcomes and evaluations of Community Vitality Center projects.
• The Director will develop and present a process for proposal solicitation and approval of Community Vitality Center projects to the Governance Board for review and concurrence.
• The Director will develop and present Community Vitality Center work plans, annual budgets and financial reports to the Governance Board for review and concurrence.
• The Governance Board will work to support the Community Vitality Center in securing funding from state and federal government sources, and to serve as advocates for the Community Vitality Center applied research, demonstration, education and outreach programs, budgeting and funding resources, and support activities in Iowa's communities, legislative relations, and public communications.

3. Membership

• A full Governance Board shall consist of at least 15, but not more than 21members.
• Board members will represent the diversity of Iowa's geographic and rural community and private sector stakeholder interests.
• The board nomination process shall be compliant with the appropriate state and federal non-discrimination policies of Iowa State University in regard to race, color, religion, national origin, sex, age, or disability.
• The Board will have at least one member representing the USDA-Rural Development Agency, Iowa Rural Development Council, Iowa State University, University of Iowa, University of Northern Iowa, Private Colleges, and Community Colleges.
• Due to public financing, the Board members will serve without remuneration except for transportation.
• Members will be appointed to three year terms with one third of the members being newly appointed or re appointed each year. Terms of membership will commence July 1 each year.
• Members may be re appointed but will serve no more than two consecutive, three year terms.
• Representatives of institutional or governmental organizations important to the work of the Community Vitality Center may be invited to participate in Board meetings as non voting members.
• The Community Vitality Center Director and ISU Vice Provost for Extension (or designee) shall be ex officio members of the Board.

4. Organization

• At the first meeting of each year the members of the Governance Board will elect a Chair, a Vice Chair, and Executive committee members.
• The Chair will appoint a Nominating Committee at the first meeting of the year, with approval of the Governance Board. The Nominating Committee will provide nominations of the Community Vitality Center Governing Board. These new members will be elected during the last meeting of the year. The Nominating Committee will also provide nominations for Chair, Vice Chair, at the last meeting of the year.
• All Governing Board members are eligible for the Chair, Vice Chair, or other Governing Board positions. Normally the Chair will be a member who has served as a member of the Board for at least one year.
• An Executive Secretary shall be designated by the Executive Committee to facilitate Governing Board communications, agendas, minutes, meeting arrangements and schedules and to serve as a repository of historical Community Vitality Center documents. The Executive Secretary shall be a non-voting ISU faculty or staff member and shall work with the Chair and the Community Vitality Center Director to set and distribute Governance Board agendas and communications.
• The Vice Chair will function for the Chair in his or her absence.
• Special meetings of the Governance Board can be called with three weeks notice by the Chair.
• In the absence of both the Chair and the Vice Chair at a regular or special meeting, a temporary Chair may be designated by the Executive Committee to conduct the meeting.

5. Executive committee

• The Chair, Vice Chair, and three other members of the Governance Board elected at the first meeting of the year will constitute an Executive Committee.
• The Executive Committee may be asked by the Community Vitality Center Director or the Vice Provost for Extension to attend other Community Vitality Center meetings. These meetings will be for information sharing and will not require full Governance Board presence or action.

6. Nominating committee

• The Vice Chair, two members of the Governance Board and the Community Vitality Center Director will constitute a Nominating Committee.
• The Community Vitality Center Director will issue a call for nominations on behalf of the Nominating committee, for new board members not later than March 1st of each year. The Nominating committee will actively solicit nominations from the Board, partner organizations and statewide rural community interest organizations. Nominations may be made by any person with an interest in the Community Vitality Center.
• The nomination process will occur over a period of thirty days unless otherwise stipulated by the Governance Board.
• When the nomination period has ended, the Nominating Committee will contact all nominees to determine their willingness to serve, and obtain appropriate background information.
• The Nominating committee will submit to the Governance Board a list of candidates during the last meeting of the year.
• The Board will elect new Board members at the last meeting of the year. The selection of new Board members will be guided by the goal of diversity in geographic and rural community and private sector interests. The newly appointed or re appointed members will begin their term of service July 1st.

7. Meetings

• The full Governance Board will meet two to four times each year, normally in February, May, August, and November. The Board will set the meeting dates at the beginning of each year.
• An agenda and suitable resource materials will be distributed approximately 5 days prior to each regular meeting, and as soon as possible prior to a special meeting.
• Special Board meetings may be called by the Community Vitality Center Director with the concurrence of the Executive committee.
• Both regular and special meetings of the Board may be used to conduct the business of the Board.
• A simple majority of those members present will be required to support a decision of the Board.
• A quorum will be eight members and will be required for Board decisions. Other business of the Board may be conducted at regular or special meetings with less than a quorum.
• Iowa State University will be the fiscal agent of the Community Vitality Center and the Community Vitality Center will comply with all open meeting and open records laws.

8. Member Responsibilities

Board members are expected to:

• Attend regular meetings and participate in all discussions and decision-making processes.
• Be committed to the purposes of the Board.
• Be advocates of the Community Vitality Center and its programs to Iowa and U.S. legislators, other interest groups, and rural community leaders and citizens.
• Advise the Community Vitality Center on the needs and priorities of rural communities and rural areas.
• Assist the Community Vitality Center in engaging rural leaders and citizens in Community Vitality Center programs for their respective geographic area and sector interest.
• Assist the Community Vitality Center in establishing networks and contacts that further the work of the Community Vitality Center objectives.
• Assist in marketing the purposes and programs of the Community Vitality Center.
• Assist in identifying resources for support of the Community Vitality Center, its projects, and outcomes that make a difference in rural Iowa.

9. Membership Vacancies

When appropriate, the Nominating committee will nominate persons to fill Governance Board vacancies. The Community Vitality Center Director will forward the background and other pertinent information on newly appointed members to all Governance Board members.

10. Authority, Amendments, and Revisions

• The Community Vitality Center shall operate as a statewide multi-institutional Vitality Center that is located at Iowa State University (ISU) and administered through the ISU Extension.
• Candidates for the Director of the Community Vitality Center shall be interviewed by a Search Committee with a majority of members external to ISU. The Search Committee and Community Vitality Center Director shall be named by the ISU Vice Provost for Extension with the concurrence of the Community Vitality Center Governance Board.
• The Director shall serve a two-year appointment and may be reappointed following a positive recommendation by the Governance Board and Iowa State University.
• Once adopted, these Terms of Reference can be amended or revised by majority vote of the members present at two consecutive Board meetings. The Chair may ask for a vote by mail to substitute for one of these meetings.

11. Implementation

The initial Terms of Reference were approved on May 10, 2002 by the Joint ISU-Positively Iowa Implementation Board for recommendation, consideration, and adoption by Community Vitality Center Governance Board with concurrence by the ISU Vice Provost for Extension.