Committee Policies

Executive Committee Policy

Section 1: Purpose

1. This policy implements the Bylaws of the Friends of MontanaPBS with regard to the Executive Committee.
2. The Executive Committee is delegated authority to act for the Board in fulfilling the Board’s fiduciary duties by engaging in the activities identified in this policy and by acting for the Board between meetings of the Board to the extent allowed by law, within the limits established in this policy and the bylaws.
3. The Executive Committee is delegated the responsibility for developing strategic plans, presenting them to the Board for approval and then implementing and monitoring them for the Friends of MontanaPBS.

Section 2: Executive Committee Chair

The Chair of the Board shall be Chair of the Executive Committee.

Section 3: Membership

Membership on the Executive Committee shall consist of the Board officers of the Friends of MontanaPBS, the station managers of KUSM and KUFM and the immediate pastBoard Chair, if still a director, plus any other directors or officers appointed by the Board. All members shall be free from any relationship that, in the judgment of the Board, would interfere with the member’s independent exercise of judgment as a Committee member.

Section 4: Ex Officio Member

The Development Director of KUSM shall be an ex officio member without vote, invited to attend meetings of the Executive Committee unless requested not to attend by the person acting as Chair.

Section 5: Meetings and Procedures

1. The Committee shall establish and continuously update and revise a calendar that shows the month or quarter within which basic functions of the Committee are expected to occur.
2. The Committee shall hold meetings at the call of the Committee Chair, Executive Director, or any two members.
3. The Committee shall either maintain minutes of its meetings or provide them to the full Board or shall report to the Board, which shall incorporate the report of the Executive Committee into its written minutes.

Section 6: Powers

1. The Executive Committee may act for the Board between meetings, provided, however, that it may not do the following:
2. Approve or recommend to members the dissolution, merger or the sale, pledge or transfer of all or substantially all of the Friends of MontanaPBS assets.
3. Elect, appoint or remove directors or permanently fill vacancies on the Board or any committee of the Board.
4. Adopt, amend or repeal the Bylaws or Articles of Incorporation.
5. Amend any committee policy or resolution of a Board committee previously established by the Board.
6. Approve or change the budget.
7. Add or eliminate programs previously authorized by the Board.
8. Investigate conflict of interest transactions. The Executive Committee shall conduct investigations into potential conflicts of interest and make a final determination on whether any potential conflicts exists and, if it does, on whether the transaction is fair to the Friends of MontanaPBS.

Section 7: Report to Board

Any action taken by the Executive Committee between meetings of the Board shall be reported to the Board at the next meeting.

Last Updated and approved by the Friends of MontanaPBS board on August 15,

Governance Committee Policy

Section 1: Purpose

1. This policy implements the Bylaws of Friends of MontanaPBS with regard to a Governance Committee.
2. The Governance Committee is delegated the authority to act for the Board in fulfilling the Board’s fiduciary duties by engaging in the activities identified in this policy and by engaging in other activities assigned to the Committee by the Executive Committee or the Board, within the limits established in this policy and the bylaws.

Section 2: Membership

Membership on the Governance Committee shall consist of not less than three directors.All members shall be free from any relationship that, in the judgment of the Board, would interfere with the member’s independent exercise of judgment as a Committee member.

Section 3: Chair

The Chair will be a member of the Executive Committee or Vice Chair of the Executive Committee.

Section 4: Meetings and Procedures

1. The Committee shall establish and continuously update and revise a calendar that shows the month or quarter within which basic functions of the Committee, such as nominations of Committee members and officers, review of the bylaws, and nomination of directors are expected to occur.
2. The Committee shall hold meetings at the call of the Committee Chair, Executive Director or any two members.
3. The Committee shall either maintain minutes of its meetings and provide them to the full Board at regularly scheduled meetings or shall report to the Board (or, upon request, the Executive Committee of the Board), which shall incorporate the report of the Governance and Nomination Committee into its written minutes.

Section 5: Powers

1. The duties and responsibilities of the Governance and Nomination Committee shall include, at a minimum, the following:
   1. Nomination of Directors
      1. The Governance Committee shall submit to the Board of Directors recommendations for nominations of candidates for election or appointment to the Board of Directors.
      2. The Governance Committee shall ensure that the Friends of MontanaPBS maintains a list of the terms of directors, when each director is elected or appointed, and when each terms ends.
      3. The Governance Committee shall oversee director appointment and election processes to ensure that individuals are appointed or elected by the Board according to the bylaws of the Friends of MontanaPBS
      4. The Committee shall evaluate the skill mix of directors and the composition of the directors to achieve a representative mix to enhance the diversity of Board members on a periodic basis.
2. Nomination of Officers
   1. At least five days prior to the Annual Corporate Board Meeting, the Governance Committee shall submit to the Board of Directors, in writing, a slate of officers for the next year.
3. Committees and Committee Members
   1. The Governance Committee shall submit recommendations for committees of the Board, including recommendations for changes in the committees and the policies of committees.
   2. It shall recommend members of Board committees and the Chair of such committees, if the Chair is not established by these Bylaws.
   3. The Governance Committee shall be responsible for determining whether a Board member is “independent,” to the extent required for Committee service.
4. Review of Articles and Bylaws
   1. At least every two years, the Governance Committee shall review and recommend revisions to the Articles of Incorporation and Bylaws.
5. Governance Policies
   1. The Governance Committee shall develop and oversee Board policies related to governance matters, including policies related to Board governance principles and expectations of directors (including any description of the responsibilities of directors), Conflicts of Interest, Corporate Opportunity, Board Travel and Education, Confidentiality, voting and election practices for the board, and Management’s Duty to Disclose and Report.
   2. All such policies shall become effective only upon vote of the full Board.
   3. The Governance Committee shall review such policies at least every two years.
   4. Board Education
      1. The Governance Committee shall ensure that directors receive education on their duties and responsibilities as directors, and shall develop and maintain an orientation program for new Board members and continuing education programs for all Board members on their fiduciary and other duties.

Section 6: Report to Board

Any action taken by the Governance and Nomination Committee between meetings of the Board shall be reported to the Board at the next meeting.

Finance and Audit Committee Policy

Section 1: Purposes

1. This policy implements the Bylaws of the Friends of MontanaPBS with regard to a Finance and Audit Committee.
2. The Finance and Audit Committee is delegated the authority to act for the Board in fulfilling the Board’s fiduciary duties by engaging in the activities identified in this policy and by engaging in other activities assigned to the Committee by the Executive Committee or the Board, within the limits established in this policy and the bylaws.
3. The basic responsibility of the Finance and Audit Committee is to oversee the activities of the Friends of MontanaPBS to ensure its fiscal stability and long-term economic health. Board responsibility for the budget, financial reporting, audits, investments and financial relationships such as banking shall be addressed by the Finance and Audit Committee.

Section 2: Membership

1. Except for any ex officio members, membership on the Finance and Audit Committee shall consist of the General Manager of KUFM, General Manager of KUSM and not less than three independent directors.
2. A director shall be considered “independent” for the purposes of this Committee policy if he or she:
   1. Is not, and has not been for a period of at least three years, an employee of the Friends of MontanaPBS or any entity in which the Friends have a financial interest;
   2. Does not directly or indirectly have a significant business relationship with the Friends, which, in the Board’s judgment, might affect independence in decision-making;
   3. Is not employed as an executive of another corporation where any of the Friends’ executive officers or employees serve on that corporation’s compensation committee; and
   4. Does not have an immediate family member who is an executive officer or employee of the Friends or who, in the Board’s judgment, holds a position that has a significant financial relationship with the Friends.
3. The members of the Committee shall be able to read and understand basic financial statements, including a balance sheet, income statement and cash flow statements and external audit or financial review reports, and shall otherwise possess the skills to fulfill the duties established in the bylaws and this policy. The Committee is authorized to provide education to the Committee members in order to meet the requirements of this section.

Section 3: Chair

The Treasurer of the Friends will be Chair of the Committee.

Section 4: Meetings and Procedures

1. The Committee shall establish and continuously update and revise a calendar that shows the month or other reasonable time frame within which basic functions of the Committee are expected to occur.
2. The Committee shall hold meetings at the call of the Committee Chair or any two members.
3. The Committee shall either maintain minutes of its meetings and provide them to the full Board at regularly scheduled meetings or shall report to the Board (or, upon request, the Executive Committee of the Board), which shall incorporate the report of the Finance and Audit Committee into its written minutes.

Section 5: Ex Officio Members

1. If the Board at any time appoints a person to act in the capacity of Financial Officer for the Friends of MontanaPBS, that person shall be an ex officio member without vote, invited to attend meetings of the Finance and Audit Committee, unless requested not to attend by the person acting as Chair.
2. Other ex-officio members may include auditors and PBS station financial officers.

Section 6: Powers

1. The duties and responsibilities of the Finance and Audit Committee shall include, at a minimum, the following:
   1. Auditor or Financial Reviewer
      1. The Finance and Audit Committee shall select an auditor or financial reviewer and assure that the audit or financial review of the Friends is conducted by an independent person. The Committee shall oversee the audit/financial review process. The Committee shall present the results of the audit or financial review and any recommendations to the Board.
   2. Internal Controls
      1. The Finance and Audit Committee shall recommend internal control policies to the Board, consistent with sound financial practices recognized by the accounting industry for organizations of the size of the Friends, and shall oversee the implementation of sound internal controls by management.
   3. Financial Statements and Records
      1. The Finance and Audit Committee shall oversee preparation and maintenance of the financial records of the Friends and ensure that appropriate financial statements, including an account of major transactions and the financial condition of the Friends, are made available to the Board of Directors on a timely basis.
   4. Budget
      1. The Finance and Audit Committee shall annually present a budget for approval by the Board of Directors at the Annual Corporation Budget Meeting, and shall monitor performance against the approved budget, developing remedial action recommendations as required.
   5. Oversight of Investments, Grants and Restricted Funds
      1. The Committee shall recommend to the Board policies and procedures to make certain that the Friends manages investments, grants and restricted funds in accordance with contractual requirements, legally enforceable donor restrictions, accepted accounting practices and applicable law. The Committee shall be responsible for overseeing management’s compliance with such Board policies and procedures and applicable enforceable obligations of the Friends.
   6. Financial Policies
      1. The Finance and Audit Committee shall recommend and oversee financial policies and other policies within the scope of its responsibilities under this policy to the Board. Any policy within the scope of its authority under this policy that is approved by the Finance and Audit Committee shall go into effect immediately, but shall be presented to the full Board for its information and consideration.

Section 7: Report to Board

Any action taken by the Finance and Audit Committee between meetings of the Board shall be reported to the Board at the next meeting.

Government Relations Committee Policy

Section 1: Purpose

1. This policy implements the Bylaws of Friends of MontanaPBS with regard to a Government Relations Committee.
2. The Government Relations Committee is delegated the authority to act for the Board in fulfilling the Board’s duties by engaging in the activities identified in this policy and by engaging in other activities assigned to the Committee by the Executive Committee or the Board, within the limits established in this policy and the bylaws.

Section 2: Membership

1. Except for any ex officio members, membership on the Government Relations Committee shall consist of the General Manager of KUFM, General Manager of KUSM and not less than three independent directors.

Section 3: Chair

The chair will be a member of the Board of Directors elected by the board at the annual corporation meeting.

Section 4: Meetings and Procedures

1. The Committee shall establish and continuously update and revise a calendar that shows the month or quarter within which basic functions of the Committee occur, with particular attention to the biennium legislature in Montana and the national congressional schedules.
2. The Committee shall hold meetings at the call of the Committee Chair or any two members.
3. The Committee shall either maintain minutes of its meetings and provide them to the full Board at regularly scheduled meetings or shall report to the Board (or, upon request, the Executive Committee of the Board), which shall incorporate the report of the Government Relations Committee

Section 5: Powers

1. The duties and responsibilities of the Government Relations Committee shall include, at a minimum, the following:
   1. Represent MontanaPBS and develop relationships with elected leaders at all levels.
   2. Be aware of pending legislation that would affect MontanaPBS.
   3. Participate in lobbying efforts with the Association of Public Television Stations.
   4. Coordinate efforts of members and the Board to influence appropriate entities at state, local and national levels to the benefit of the Friends and the stations.
2. Board Education
   The Government Relations Committee shall ensure that directors receive education on their duties and responsibilities as directors and shall develop and maintain an orientation program for new committee members and continuing education programs for all Board members on their responsibilities for affecting government activities.

Section 6: Report to Board

Any action taken by the Government Relations Committee between meetings of the Board shall be reported to the Board at the next meeting.

Last Updated and approved by the Friends of MontanaPBS board on August 15