BACKGROUND

The Governance Standing Committee was established by the Windsor‑Essex County Board of Health to support effective governance oversight, including maintaining governance tools and advising the Board on governance‑related matters.

The Board of Health’s appointment and vacancy‑filling processes are already clearly addressed in Board By‑law #1. Specifically, the by‑law provides that board vacancies are to be filled forthwith by the same appointing authority that made the original appointment.

in practice, this framework means that the Governance Standing Committee does not appoint or reappoint Board members or officers, nor does it assume authority that rests with appointing municipalities and/or the Lieutenant Governor in Council. Rather, the Committee’s role is to support the Board by:

• keeping the competencies matrix current;
• identifying competencies, skills, experiences, and representation needs when an appointment issue arises, including a vacancy; and
• supporting the Board’s communication and coordination with the relevant appointing authority, including the preparation of non‑binding information or recommendations where such input is requested.

A review of the Governance Standing Committee Terms of Reference identified an opportunity to better reflect this practical and governance‑aligned role, and to avoid any potential confusion regarding the Committee’s authority in appointment‑related matters. In particular, clarification was warranted to ensure the Terms of Reference clearly distinguish between:

• the statutory appointment and vacancy‑filling authority of appointing bodies, and
• the Committee’s advisory and support role to the Board in appointment, vacancy, and officer‑transition scenarios.

The proposed amendments to the Terms of Reference therefore:

• explicitly confirm that the Governance Standing Committee has no appointment or reappointment authority;
• articulate the Committee’s appointment‑support and vacancy‑handling functions in a clear, consistent manner; and
• address “what happens if a Board member or officer leaves” in a way that aligns with the Board’s by‑laws and governance best practices.

These amendments are intended to improve clarity, consistency, and governance transparency, without altering the underlying appointment authorities or processes already established by the Board. 

PROPOSED MOTION

Whereas, the Windsor-Essex County Board of Health has established a Governance Standing Committee to support effective oversight; and

Whereas, the Board periodically reviews committee mandates to ensure alignment with governance best practices and organizational needs; and

Whereas, amendments to the Governance Standing Committee Terms of Reference have been made to clarify the Committee’s appointment-support responsibilities and to address vacancy-related scenarios in a clear and consistent manner;

Now therefore be it resolvedthat the Windsor-Essex County Board of Health approve the amended Terms of Reference for the Governance Standing Committee;

Further that, the amended Terms of Reference take effect immediately upon approval and replace all prior versions.