Page 21 - 2024 April report

GOVERNANCE & NOMINATING COMMITTEE MINUTES (2)
4. November 11, 2023 memo
The December 2023 Board Retreat survey of JSF members yielded comments of JSF structure beyond the theme of Mission and Vision. Consequently, these survey comments were not included in the December 2023 Retreat materials. The comments were forwarded to the Governance & Nominating Committee for consideration. The Committee discussed the issues and benefits of unattributed comments. Some concerns expressed in the survey material revolved around the uncommon structure at JSF regarding Directors serving as consultants, and the current Board Chair/CEO arrangement. The Committee agreed that while the use of Board members as consultants is unusual, it has been effective to date. Discussion led the Committee to recognize that some of these topics would be best managed in the December 2024 Board self-evaluation and CEO performance review. Some of the topics raised in the survey comments would be addressed in the upcoming CEO Report on March 19th.
5. December meeting plans
The committee discussed the upcoming Board self-evaluation and CEO review in December of 2024. Again, the merits and issues of unattributed comments were cited. The Committee agreed to recommend to the Board a planning structure similar to the December 2023 retreat. The Board Chair, Governance Chair and CEO would meet with Consultant Lowell Weiss to plan and guide the December 2024 Board self-evaluation and the CEO review. The themes would be self-evaluation and succession planning.
6. Succession Planning
The Committee discussed the value and timeliness of the December 2024 meetings in regards to succession. Malcolm will reach the mandatory retirement age of 75 in 2026. Since Malcolm currently holds the positions of Executive & Finance Committee Chair, Board Chair, and Grant Program Committee Chair, his retirement will bring significant changes to JSF. All agreed that a proactive approach and planning for these changes were critical to the success of JSF. Succession for JSF in the coming years could mean more than Directors changing roles but could also include a fundamental change in the JSF structure. The group discussed the idea of identifying a new Board Chair by late 2025 to allow for a smooth transition in 2026. Again, these themes would be most effectively addressed as part of the December 2024 Board self-evaluation.
7. Preparation for Director term renewal interviews
The JSF Board Member Self-Assessments for David Blaikie and Mike Miller had been circulated.
8. Other Business
There was no other business to come before the Committee.
Next meeting – September 9, 2024 in person in Spokane, Washington
Education / A Powerful force for change
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