2.5 Nominating and Governance Committee
EFFECTIVE: 11/19/2010 · REVISED: 10/19/2022
Organization #
The Nominating and Governance Committee is a standing committee of the board established pursuant to Article VI (Committees of the Board), Paragraph 2 (Other Standing Committees), of the Foundation’s bylaws and shall operate pursuant to the bylaws.
Roles and Responsibilities #
The Committee shall oversee:
Nominations #
Assess the composition of the board and evaluate and propose candidates for service as directors and officers. In fulfilling this role the committee shall, among other responsibilities:
- Assess the ideal composition of the board and regularly review the board profile to assess its changing needs and its capacity for effective action.
- Evaluate and present nominations for new elected directors at the annual meeting.
- Evaluate and present nominations for directors to be re-elected at the annual meeting.
- Evaluate and present nominations for Foundation officers at the annual meeting.
- Develop and regularly re-evaluate a set of qualifications and core competencies for membership on the Board.
- Review an orientation program for all new directors and a continuing education process for all directors.
- Review a self-evaluation process for the board to be conducted annually.
Governance & Best Practices #
Review matters relating to the governance of the Foundation, including reviewing and making recommendations to the board for proposed changes to the policies and procedures of the board and proposed changes to the bylaws and committee charters. In fulfilling this role the committee shall, among other responsibilities:
- Review the bylaws every year, recommending amendments as needed.
- Review board policies & procedures every year, ensuring that they reflect best practices on the role of affiliated foundation directors as well as on board philosophy and practice, recommending changes as needed.
- Review Board committee structure and committee charters every year, recommending changes as needed.
- Stay informed about governance issues and propose implementation of governance best practices as appropriate.