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1. Purpose: The purposes of the Governance Committee are to attract, nominate, orient, organize, motivate and assess the performance of trustees; to recommend to the Board the spring commencement speaker and candidates for honorary degrees and to ensure the continuing ability of the Board to exercise its responsibilities at the highest level of excellence.

2. Organization:

  • Review of charter. This charter shall be reviewed and reassessed by the by the Governance Committee at least annually, and any proposed changes shall be submitted to the Board of Trustees for approval.
  • Membership/structure/quorum. The Governance Committee shall consist of five or more members appointed by and serving at the pleasure of the Chair of the Board. Chairs of other Board committees should serve on this Committee. The Chair of the Governance Committee shall be appointed by the Chair of the Board.   The Chair of the Board and the President shall be members ex-officio of the Governance Committee.  A quorum of any meeting of the Governance Committee shall consist of a majority of its voting members.
  • Staff designee. The Secretary of the Corporation or his/her designee, and the Vice President for Development and Alumni Relations shall serve as staff to the Committee.
  • Meetings.  Meetings shall be held in conjunction with regularly scheduled meetings of the Board, or as deemed necessary by the Chair of the Committee.
  • Agenda, minutes and reports. The Chair of the Committee, in collaboration with the staff designee, shall be responsible for establishing the agendas for meetings of the Committee. An agenda, together with relevant materials, shall be sent to the Committee members in advance of each meeting. Minutes for all meetings shall be prepared in draft form by the staff designee and reviewed by the Chair, and shall be approved by the Committee members at the following meeting. The minutes shall be distributed periodically to the full Board of Trustees. The Committee shall make regular reports to the Board of Trustees.

3.Authority and responsibilities:

The Committee’s primary responsibilities are as follows:

  • Design the composition of the Board to meet the governance demands of the   Institute;
  • Develop a statement of criteria for determining appropriate attributes for   trustee candidates;
  • Develop and manage a network of new trustee candidates, and make  recommendations to the Board for the election of new trustees, as appropriate;
  • Develop and ensure implementation of a new trustee orientation program;
  • Develop fair, measurable, and effective criteria to assess trustee performance and to anticipate new leadership;
  • Develop a schedule for the regular assessment of trustee performance;
  • Decide whether to nominate sitting trustees for reappointment and make such recommendations to the Board as needed;
  • Develop practices and recommend strategies and policies to attract, orient, organize, and motivate trustees, including programs that continue the commitment of former trustees;
  • Recommend to the Board for its approval the spring commencement speaker and candidates for honorary degrees; and
  • Conduct an annual self-evaluation of the performance of the Committee, and the effectiveness and compliance with this charter.

Approved by the Governance Committee May 18, 2007

Approved by the Board of Trustees May 18, 2007