AI Governance Committee Charter

Adapt the scope, membership, and decision authority to your institutional structure.

Institution

[Institution Name]

Effective date

[Effective date]

Approved by

[Name and title]

Version

[Version number]

1 Purpose

The AI Governance Committee is established to provide oversight, policy direction, and risk management for the use of artificial intelligence in [Institution Name]'s advancement operations. The Committee ensures that AI systems align with institutional values, regulatory requirements, and donor privacy expectations.

The Committee reports to [Title].

2 Scope of Authority

Risk classification tiers

• Tier 1 — Minimal risk. No constituent-facing output; no sensitive data; deterministic or well-understood functionality. Governed by the acceptable use policy; no committee review required.
• Tier 2 — Moderate risk. Influences constituent treatment, processes sensitive data, or produces constituent-facing content subject to human review. Requires committee approval by simple majority.
• Tier 3 — High risk. Autonomous or semi-autonomous decisions affecting constituents, processes regulated data (FERPA, HIPAA), or presents significant reputational risk. Requires committee approval by unanimous vote of all voting members present at a quorate meeting, with legal review completed before the vote.

Committee authority

The committee may decide the following without additional approval:

• Approve or deny Tier 2 AI use cases
• Approve or deny Tier 3 AI use cases (with legal review)
• Set and update the acceptable use policy
• Maintain and review the AI system inventory
• Commission bias and fairness assessments
• Approve vendor AI assessment findings
• Establish training requirements
• Define AI-specific incident identification criteria and escalation triggers that integrate with institutional incident response procedures

Requires VP / institutional approval

The following require approval above the committee level:

• New AI procurement exceeding [Dollar amount]
• AI use cases involving a new category of FERPA- or HIPAA-protected data, or a new AI system processing such data
• Changes to donor-facing disclosure policies
• Exceptions to the acceptable use policy for institutional partnerships
• Budget allocation for AI governance activities

3 Membership

Committee membership should reflect the functional areas that use or are affected by AI in advancement. Adjust roles to match your organizational structure. Ad hoc members participate when agenda items require their expertise but do not count toward quorum. Legal participation in Tier 3 review is mandatory but advisory — written legal review is a prerequisite for the vote, not a vote itself.

Vacancies shall be filled by the chair in consultation with the relevant functional area within [30/60] days. The quorum denominator is based on filled voting seats, not total authorized positions. The chair may recommend removal of a member who misses [Number] consecutive meetings without designee, subject to [VP/Title] approval.

4 Decision-Making Process

• Quorum: [Number] of [Total] voting members (suggest majority).
• Voting: Simple majority for Tier 2 approvals. Unanimous vote of all voting members present at a quorate meeting for Tier 3 approvals.
• Tie-breaking: Chair breaks ties.
• Abstentions: A conflict of interest exists when a member has a financial interest in a vendor under review, a supervisory relationship with a staff member whose use case is before the committee, or any other interest that could impair impartial judgment. Members shall disclose conflicts to the chair before or at the start of the relevant meeting. The chair determines whether abstention is required. Disclosures and recusals are recorded in the minutes.
• Escalation: A use case that fails to achieve the required vote threshold is denied. The committee may, by simple majority, elect to escalate a denied item to [Title].
• Documentation: All decisions recorded in meeting minutes with rationale, dissenting views noted.
• Legal review (Tier 3): The committee may not vote on a Tier 3 use case until written legal review is complete and distributed to members. Legal counsel's assessment is advisory; approval authority rests with the voting members.

5 Meeting Cadence

Standing meetings

Quarterly standing meetings, scheduled at the start of each fiscal year.

Event-driven meetings

Convened by the chair for:

• Tier 3 use case approval requests
• AI-related incident response
• New vendor AI feature evaluation requiring committee review
• Regulatory changes affecting AI governance

Annual strategic review

May coincide with Q4 quarterly meeting.

Participation

Members may participate in meetings by videoconference and are counted toward quorum when participating remotely. Between meetings, the chair may call for an electronic vote on Tier 2 use cases, with a response deadline of [Number] business days. Tier 3 decisions require a convened meeting.

6 Responsibilities

• Review and approve Tier 2 and Tier 3 AI use cases before deployment
• Maintain the AI system inventory; verify completeness quarterly
• Review the acceptable use policy annually and update as needed
• Review AI-related incident reports and ensure corrective actions are completed
• Conduct or commission annual bias and fairness review for Tier 2 and Tier 3 use cases
• Review vendor AI assessment findings and approve vendor AI capabilities
• Review staff classifications of new vendor AI features and approve activation of Tier 2 and Tier 3 features before deployment
• Verify staff training compliance against role-based requirements
• Monitor changes in federal, state, and international AI regulation affecting advancement
• Report committee activities, findings, and recommendations to institutional leadership annually
• Review and update this charter annually

7 Amendment Process

• Amendments proposed by any voting member.
• Require [Simple majority / two-thirds] vote.
• Substantive amendments require [VP / institutional] approval before taking effect.
• Administrative amendments (specific meeting dates and times, contact information, and corrections of typographical errors) may be made by the chair. Changes to meeting frequency or the categories of event-driven meetings are substantive amendments.
• Amendment history documented in an appendix to this charter.

8 Charter Review

This charter shall be reviewed annually by the committee.

Next scheduled review: [Date]