Board Executive Committee Charter

Board Executive Committee

The chair of the Board of Trustees shall serve as the chair of the Board Executive Committee and the vice-chair of the Board of Trustees shall serve as its vice-chair. The Board Executive Committee shall include at least one Board member appointed by each of the following appointing authorities: (1) the Supreme Court; (2) the governor; (3) the speaker of the Assembly; and (4) the Senate Committee on Rules. The executive director shall be a member of the Board Executive Committee but shall have no vote and shall not be counted toward a quorum of the Board Executive Committee. The Board Executive Committee shall be responsible for the effective functioning of the Board of Trustees, the maintenance and development of the Board of Trustees–executive director working relationship, and the oversight of certain high-level internal operational matters.

The Board Executive Committee shall oversee:

  • Board of Trustees Functioning: Oversee the functioning of the Board of Trustees by coordinating the work of the other Board committees and approving Board committee and designated subentity workplans; keep the State Bar mission statement updated; set Board member performance standards; monitor Board member performance; and maintain and update the Trustee Skills Matrix to assist the Board and appointing authorities in Trustee and officer selection and development.
  • Board Book: Approve amendments to the Board of Trustees Policy Manual, also referred to as the Board Book, subject to Board ratification.
  • Volunteer Management/Coordination: Review and approve recommendations of volunteer applicants to serve on State Bar subentities and external entities, with the goal of ensuring the well-qualified and diverse membership of the subentities and external entities.
  • Executive Director, General Counsel, and Chief Trial Counsel Evaluation: An annual and confidential performance evaluation of the executive director, general counsel, and chief trial counsel will be conducted by the Board Executive Committee and presented to the Board (for the executive director and general counsel and to the Board acting as the Regulation and Discipline Committee for the chief trial counsel) for review and approval within 120 days after the anniversary date of the executive director’s, general counsel’s, and chief trial counsel’s appointment. The evaluation will be based on an annual performance plan for the executive director, general counsel, and chief trial counsel and will be in the form of a memo from the Board chair or designee to the executive director, general counsel, or chief trial counsel, or as oral feedback from the Board chair or designee to the executive director, general counsel, or chief trial counsel, which will then be documented in a memo from the executive director, general counsel, or chief trial counsel to the Board chair. In its discretion, the Board Executive Committee may conduct a formal 360-degree survey to solicit stakeholder feedback on the executive director’s, general counsel’s, or chief trial counsel’s performance as one input into the performance evaluation. The Board Executive Committee and/or the Board may meet in closed session to discuss the annual performance evaluation of the executive director, general counsel, and chief trial counsel.
  • Senior Executive Oversight: Receive reports from the executive director regarding any material changes to terms and conditions of employment or performance of any senior executive.
  • Litigation Oversight: Address legal issues and recommend Board action as appropriate, and provide oversight of litigation involving the State Bar.
  • Operational Responsibilities: Address internal operational issues not falling within the purview of other Board committees and to nondelegable staff (e.g., ratifying union/management Memoranda of Understanding, recommending changes to internal rules and regulations such as conflict of interest policies, responding to governmental inquiries, and other matters such as fee bill negotiations), recommending Board action as appropriate.
  • Delegation of Authority: Take action on behalf of the Board when obtaining a quorum of the full Board would not be feasible before it is necessary to take action.
    • Decisions of the Board Executive Committee under this delegation of authority shall be consistent with the goals, values, and direction of the Board.
    • The executive director, or an authorized staff member, shall report on any action taken under this delegation of authority promptly and no later than the next regularly scheduled Board meeting.
  • Perform such other functions relevant to the Board Executive Committee’s subject area as the Board of Trustees may assign from time to time.