Page 46 - 2025 April Report

Board of Directors’ meeting minutes (draft) (8)
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MEMORANDUM
ATTACHMENT “C”
TO: JSF Board of Directors
FROM: Governance and Nominating Committee (GNC)
DATE: February 11, 2025
RE: GNC’s Recommendations on Matters Related to Succession
Planning
The GNC met in January to review the succession-related questions that were approved by the Board at its December meeting. The sections below cover each of the questions that the GNC was asked to consider. Please review these recommendations in advance of our March Board meeting, where they will be discussed.
Proposed Recommendations
Board Chair
1. Selection Process
The current Board Chair, in consultation with the CEO, will recommend the next term Board
Chair to the Board for approval at the March Board meeting.
If there is a lack of consensus between the Board Chair and the CEO, the selection will be resolved by the Board.
Prior to the renewal of the Board Chair’s term, the GNC will review the Chair’s performance with input from the CEO and the rest of the Board. Such a review can also occur prior to the third year of the Chair’s term if requested by the CEO.
2. Qualifications
The Board Chair shall be an active director.
The Board Chair is not eligible to serve concurrently as either the GNC Chair or as a Program Consultant to JSF.
The Board Chair must be available to serve several hours annually in addition to the Director role.
The Board Chair must be willing to commit to a 3-year term.
3. BoardChairTerm
The Board Chair term would be for 3 years.
The Board Chair’s performance will be reviewed by the GNC every three years, or upon request by the CEO as specified in section 1c, above.
The term is renewable for subsequent 3-year terms.
The Board Chair is to be nominated and elected at the first regularly scheduled Board meeting of the calendar year.
The term of service will begin on April 1 in the year of election as Board Chair.