Governing documents

In 2019, the Board embarked on a comprehensive review of the HSUS’s governance, which resulted in the most extensive changes to the HSUS’s governing documents in its 65-year history. These changes were made in order to modernize the HSUS’s certificate of incorporation and bylaws to address changes in the nonprofit legal landscape, align the operations of the Board with current best practices and focus the Board’s role on strategic oversight and governance. As a result of that process, the HSUS’s current governance documents are:

Membership, leadership and structure of the Board of Directors

Directors are elected to serve three-year terms. The Board’s Nominating Committee is responsible for identifying and evaluating candidates for Board membership and recommending suitable candidates to the full Board for its consideration and vote.

The Board is led by the Chair and Vice Chair of the Board, each of which is elected by the full Board to serve a two-year term. The Chair and Vice Chair may serve a maximum of two consecutive terms. The Board may choose to have two Co-Chairs in lieu of a Chair and Vice Chair.

In addition to its operations as a whole, the Board performs its oversight responsibilities by and through its committees. The Board has seven standing committees—Executive, Audit, Finance, Governance, Human Resources, Nominating and Philanthropy—each of which operates under a separate written charter that sets out the committee’s functions, duties and procedures.

All committees report regularly on their activities to the full Board. The Board may create additional committees that it deems necessary to fulfill its responsibilities.

Ethics, conduct and compliance

The Board and the HSUS’s management are committed to fostering a culture of honesty, respect, transparency and accountability throughout the organization. The following policies reflect this commitment: