Governance Structure | Safe Routes Partnership

Safe Routes to School National Partnership Governance Structure Adopted September 8, 2006

This Document Includes:

Governance Structure Purpose
Governance History (up to September 2006)
Doing Business through an Existing Non-Profit Organization
Steering Committee Responsibilities
Steering Committee Structure
Steering Committee Elections, Removal, and Appointment Processes
Partnership Decision-Making Process
Establishing and Electing Officers
Committees of the Partnership
Annual Meetings
Amending the Governance Structure
Dissolution of the Safe Routes to School National Partnership

1. Governance Structure Purpose
The purpose of this document is to codify a Governance Structure for the Safe Routes to School National Partnership, so that:

Partner affiliates, Steering Committee members, and staff understand their roles and responsibilities
Partner affiliates who want to become more involved have a mechanism to do so
There is a transparent decision-making process and structure

2. Governance History (up to September 2006)
The Safe Routes to School National Partnership (the Partnership) is a coalition of non-profit organizations, government agencies, professional groups, and businesses that are united through an initiative to advance the Safe Routes to School (SRTS) national movement. Planning to initiate the Partnership began in the winter of 2003, as it was recognized that a central advocacy focus would be needed to ensure the full potential of SRTS throughout America. In the summer of 2005, the Partnership began formally inviting organizations and agencies to sign-on to our consensus statement and memorandum of understanding, creating a body of "partner affiliates" for the Safe Routes to School movement. In August 2005, when Congress passed and the President signed SAFETEA-LU, Bikes Belong Coalition, which has been a primary funder for the Partnership, provided initial funding to launch the Partnership by hiring a half-time Coordinator (position designation changed to Director in July 2007).

To assist with the decision-making process and to ensure a diversity of representation in decision-making, an initial Steering Committee was appointed in September 2005, with representation from various organizations leading efforts related to SRTS at the national, state, and local levels, and representing health, bicycle, trail, and pedestrian interests. From September 2005 through September 2006, the Steering Committee has included an average of 14 representatives, consisting of seven at the national level and seven at state and local levels. Organizations serving on the Steering Committee have not been paid for their work; their participation has been an in-kind donation from their organizations, or contributed on a voluntary basis. The Partnership functions with the help of short-term and long-term committees, which advise the Steering Committee on decisions related to specific issues. Major decisions about Partnership activities, such as the creation of our Strategic Plan and this Governance Structure, have been distributed for discussion to partner affiliates prior to adoption by the Steering Committee.

3. Doing Business through an Existing Non-Profit Organization
The Safe Routes to School National Partnership functions as a long term initiative to advance the Safe Routes to School national movement. The Steering Committee is the governing body for the Safe Routes to School National Partnership. In order to keep overhead costs low and to maximize efforts to direct resources to projects, the Partnership does not plan to seek its own non-profit status but will instead operate as an initiative through the Bikes Belong Coalition, under the auspices of their 501(c)(3) non-profit Bikes Belong Foundation. While this is not an all-inclusive list, as host agency, Bikes Belong has pledged to:

Allow the Partnership’s Steering Committee to operate as an independent decision-making body (with representation from diverse interests)
Keep overhead allocations from new grants as low as possible so as to direct maximum funding to the Partnership’s program activities
Provide appropriate liability protections such as Directors’ and Officers’ insurance coverage

4. Steering Committee Responsibilities
The Steering Committee functions as the Partnership’s Board of Directors and holds the decision-making responsibility for the Partnership. An estimated minimum time commitment for Steering Committee members is approximately eight hours a month. Specific Steering Committee duties and responsibilities include:

Providing policy direction for the Safe Routes to School National Partnership consistent with the tenets of the MOU signed by partner affiliates
Adopting an annual budget and ensuring that adequate financial and other resources are available to advance the Partnership’s vision, mission, and goals
Adopting an Annual Action Plan for the Partnership (within the constraints of the annual budget), ensuring that its scope aligns with partner affiliates, and advances the parameters of the MOU
Employing the Director of the Safe Routes to School National Partnership (An annual review of the Director is conducted by the Personnel Committee. The entire Steering Committee must vote on the hiring or firing of the Director.)
Serving on at least one active Committee of the Partnership
Attending monthly Steering Committee meetings via teleconference; attending the annual meeting of the Partnership; and paying for the costs associated with meeting attendance and conference call participation
Actively supporting the National Partnership’s organization-wide fundraising culture to best of Steering Committee member’s ability including activities such as: 1) organizational or individual financial support in order to achieve 100% Steering Committee participation in annual appeals; 2) making introductions, suggesting collaborations and advocating with potential funders, as appropriate; 3) thanking donors directly by phone and in writing, as appropriate; and 4) meeting with potential major donors and funders, as appropriate
Participating actively in email discussions, and replying promptly especially when a vote is called.

5. Steering Committee Structure
The Steering Committee includes up to 21 members and consists of a broad representation from groups that are associated with Safe Routes to School programs. Steering Committee seats are held for organizations as opposed to individuals. Each organizational seat on the Steering Committee has an appointed representative (selected by the organization holding the seat) and each organization holding a seat has the option to designate an alternate. If necessary, the representative organization can change the person who represents their interests on the Steering Committee. The organization shall promptly notify the Director of any change. All Steering Committee members must have an active SRTS component of their organization or agency. Determination and review of an active SRTS component will be conducted by the Nominating Committee when the member group is being considered for election or re-election.

What follows is a summary of the requirements and guidelines for appointments to the Steering Committee:

A. Balance of National versus State and Local Interests: The Steering Committee includes a balance of approximately 50% national groups and 50% state and local groups. It strives to ensure representation that includes approximately 50% bicycle and pedestrian groups and 50% other groups that represent additional interests related to Safe Routes to School. The Steering Committee also strives for geographic equity through its represented decision-makers.

B. Host Agency Has Standing Member Status on the Steering Committee: The 501(c)(3)host agency for the Safe Routes to School National Partnership is the only group that automatically retains a seat on the Steering Committee:

C. Elected National Seats: The following ten national seats are elected (see #6 for process):

National Bicycle Group (2007 election and every third year thereafter)
National Pedestrian Group (2008 election and every third year thereafter)
National Group representing bicyclists and/or pedestrians (2009 election and every third year thereafter)
National Group representing bicyclists and/or pedestrians (2007 election and every third year thereafter)
National Group representing bicyclists and/or pedestrians (2008 election and every third year thereafter)
National Group representing schools (2009 election and every third year thereafter)
National Group representing transportation professionals (2007 election and every third year thereafter)
National Group representing local government agencies (2008 election and every third year thereafter)
National Group representing health organizations (2009 election and every third year thereafter)
National Group - at large representation (2007 election and every third year thereafter)

D. Elected State and Local Seats: The following 10 seats are elected (see #6 for process):

State or local bicycle group (2008 election and every third year thereafter)
State or local pedestrian group (2009 election and every third year thereafter)
State or local bicycle and/or pedestrian group (2007 election and every third year thereafter)
State or local bicycle and/or pedestrian group (2008 election and every third year thereafter)
State or local health group (2007 election and every third year thereafter)
Local school or school district (2008 election and every third year thereafter)
Local government (2009 election and every third year thereafter)
State or local at large seat (2007 election and every third year thereafter)
State or local at large seat (2008 election and every third year thereafter)
State or local at large seat (2009 election and every third year thereafter)

6. Steering Committee Elections, Removal and Appointment Processes

Elections: Except for the host agency, Steering Committee representatives are elected for three-year terms, with six or seven seats up for election each year (as determined by the cycle indicated in #5). The first elections for the Steering Committee will take place in 2007. Elected Steering Committee seats may be held for a maximum of two full terms. The nominating committee issues a call for nominations from partner affiliates approximately three months before an election by soliciting nominations within the specific categories for seats that are up for a vote. The members of the Steering Committee not up for re-election vote for the organizations that will be elected. After two full terms of service on the Steering Committee, the representing organization must take a minimum of a one-year break before seeking to be re-elected or re-appointed to the Steering Committee. All Steering Committee members must have an active SRTS component of their organization.

Removal: A member of the Steering Committee can be removed from the governing body through a vote of two-thirds of the Steering Committee members, if it is determined that the member is not serving the best interests of the Partnership. Such charges could include (but are not limited to): a breach of ethics, a conflict of interest, non-performance, not having an active SRTS program, missing more than three Steering Committee meetings in a row, or missing a majority of meetings held in a year.

Appointments: If a Steering Committee slot is open, if a member resigns, or if a member is removed in the middle of their term, the Steering Committee can appoint a representative to fill the seat. The Steering Committee is not required to appoint the maximum number of open Steering Committee seats during any election or at any time, if it is deemed undesirable for any reason.

7. Partnership Decision-Making Process
The Safe Routes to School National Partnership is governed by its Steering Committee and utilizes Robert’s Rules of Order. While unanimity is a goal, voting decisions will prevail through a majority vote of Steering Committee members present at a meeting. A quorum for decision-making at meetings is set at 50%+1 of the Steering Committee members. Decisions can also be made over email through a majority vote as long as a quorum of Steering Committee members respond by a given deadline, which cannot be set for less than three business days from the date it is issued.

Regular Steering Committee meetings are held on a monthly basis through telephone conference calls. Committees make recommendations to the Steering Committee related to specific issues that need advance discussion. Decisions regarding the adoption of the Strategic Plan, Annual Action Plans, and any proposed revisions to the Governance Structure are made by the Steering Committee after soliciting written input from partner affiliates. For these aforementioned decisions, two weeks will be the minimum time period for which partner affiliates will be invited to make comments on the proposed documents or changes. The Steering Committee may also choose to solicit input by partner affiliates for other decisions; however, the length of time for a response in these situations is variable, depending on the nature of the request. Partner affiliates are also invited to write to the Steering Committee or the Director at any time with their comments, recommendations, and ideas.

8. Establishing and Electing Officers and the Executive Committee
The Partnership Steering Committee operates with officers who are elected by the Steering Committee. All Steering Committee members are eligible to serve as officers. The officers of the Steering Committee comprise an Executive Committee. The purpose of the Executive Committee is to provide consultation and advice on an as needed basis to the Director and does not make any formal decisions for the Steering Committee. The Partnership officers and their basic duties are as follows:

Chair
1. Conducts the Steering Committee meetings and the Annual Meeting
2. Works with the Director to develop Steering Committee meeting agendas
3. Has ex-officio status on all Partnership Committees
4. Asks for a motion and a second for votes being held at meetings or over email, and reports back on the results of votes taken over email

Vice Chair
Assumes the duties of Chair when the Chair is absent or temporarily unable to serve

Secretary
Takes minutes at Steering Committee meetings and the Annual Meeting, and maintains electronic copies of these minutes. (Note: The Director also retains electronic and hard copies of all Steering Committee and Annual Meeting minutes).

Treasurer
Chairs the Finance Committee and works with the 501(c)(3) host organization on the Partnership’s annual financial report, budget, and all issues related to financial management

9. Committees of the Partnership
The Partnership operates through the help of Committees, which vet a variety of functions including administrative, management, and programmatic issues. Minutes will be kept for each committee meeting, and those minutes will be forwarded to the Secretary and the Director. The Partnership has five standing Committees:

Executive Committee
Finance Committee
Personnel Committee
Nominating Committee
Advocacy Committee

All committees are appointed through a vote of the Steering Committee. Some committees are restricted to Steering Committee members (such as the Executive Committee, the Finance Committee, the Personnel Committee, and the Nominating Committee). Some committees (such as the Advocacy Committee) may be comprised of both Steering Committee members and partner affiliate representatives. The Steering Committee determines composition issues when creating Committees and the Chair appoints the persons to serve on Committees. Ad Hoc committees may be appointed by the Chair from time to time to fulfill specific time-bound responsibilities. A list of active committees, their descriptions, and their membership is available upon request.

10. Annual Meetings
The MOU signed by partner affiliates stipulates that the Partnership will hold an annual meeting. So as to minimize travel expenses, Partnership annual meetings are generally held in conjunction with national conferences or in another location as deemed appropriate by the Steering Committee.

11. Amending the Governance Structure
This Governance Structure can be amended through a two-thirds vote of the Steering Committee, after soliciting input on the draft revisions from partner affiliates.

12. Dissolution of the Safe Routes to School National Partnership
Dissolution of the Safe Routes to School National Partnership can occur only through a two-thirds vote of the Steering Committee at an Annual Meeting, after soliciting input on such a process through partner affiliates.