Page 41 - 2025 February report

Governance & Nominating Committee minutes (draft) (2)
taking office at the conclusion of the March meeting. In specific reference to Malcolm, this would allow Malcolm, who will still be a Director until after the September meeting, to be available to help orient and assist the new Board Chair. The new Board Chair would run the September 2026 meeting.
Board Officers
Selection process: The wording should read “The Chair in consultation with the CEO will
recommend Officers to the Board at the March meeting”.
Qualifications: There was discussion about having Program Consultants as Foundation Officers. It was suggested that it is awkward to have the CEO go to the Executive & Finance Committee with any concerns about the performance of a Program Consultant if that consultant is a member of the Executive & Finance Committee. Discussion included that the Governance & Nominating Committee is likely the better place to take such concerns, as the Executive & Finance Committee is more about the operations of the Board. If a Program Consultant were a member of the Governance & Nominating Committee, that member could be recused for discussions. This is not something that is specified in the Bylaws, so no Bylaw change would be needed. This may be part of a revision in the Governance & Nominating Committee charge at some future date.
Process for interrupted term: The wording should read “The Chair in consultation with the CEO will recommend a successor Officers to complete the current term”. It was also agreed to add “If there is a lack of consensus between the Board Chair and the CEO, the selection will be taken to the Governance & Nominating Committee.”
Committee Chairs
Selection process: The wording should be revised to read “The Chair in consultation with the CEO
will recommend Officers to the Board at the March meeting”.
Qualifications: It was agreed that a candidate should be a Director, but that a former Director or Consultant may be utilized in some circumstances.
Process for interrupted term: The wording should read “The Chair in consultation with the CEO will recommend Officers to the Board at the March meeting”. It was also agreed to add “If there is a lack of consensus between the Board Chair and the CEO, the selection will be taken to the Governance & Nominating Committee.”
Committee Rosters
Selection process: The wording should be revised to read “The Chair in consultation with the CEO
will recommend Officers to the Board at the March meeting”.
Qualifications: It was agreed that candidates should be Directors, former Directors or Consultants.
4. Otherbusiness
There was no other business to come before the Committee.
5. Nextmeeting
It was agreed that these changes will be drafted into a new memorandum which will be circulated to the Committee members. It was felt that discussions via email will be sufficient to facilitate any further necessary changes.
The next scheduled meeting is March 17, 2025 in Orlando, Florida. The meeting adjourned at 12:24 p.m.
Respectfully submitted this 18th day of February, 2025.
Sharon Wood Bill Corwin Office Manager Committee Chair
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