Page 21 - 2024 October

GOVERNANCE & NOMINATING COMMITTEE MINUTES (DRAFT)
September 9, 2024
Members Present in person: Member Present virtually: Other Present:
Bill chaired the meeting.
Bill Corwin, David Blaikie, Bobby Krause (non-voting) Malcolm Macleod, Mike Miller
Sharon Wood, Lisa Loomis
1. Approval of Minutes of March 18, 2024 meeting
Minutes were approved as presented.
2. Matters arising from the Minutes
Bobby advised that Maridel was not able to attend the dinner tonight. The honoring of her is now planned to be done over ZOOM in December. She chose a local educational foundation for the grant in her honor. The check has been sent to her so that she can deliver it personally. Malcolm and Bobby intend to deliver the framed resolution to her in early 2025.
This Committee did not meet this summer, but some limited conversations have been ongoing among Lowell, Bill, Malcolm and Bobby in the course of their discussions regarding the December 2024 Board retreat.
3. Potential Director Candidates
The search for potential candidates remains timely as both Malcolm and Sherry Salway Black will be retiring in the next few years. There will need to be at least one more Director selected. This Committee needs to assess what areas of expertise and other experience or skills would best enhance the composition of the Board.
Sherry has not submitted the recommendation papers regarding Levi Esquerra.
4. Succession Planning
There was discussion around the transition to a new Board Chair and several related issues. What should the Committee’s role be in that transition process? In accordance with the Governance and Nominating Committee Charge, the Committee agreed to report to the Board at its September 10 meeting that the Committee intends to review the current Bylaws and bring recommendations for updates to the Board. These recommendations would center around upcoming succession planning. The plan would be for this Committee to meet in mid to late October or early November to delve more deeply into the issues involved in the process. Additionally, Committee members agreed to seek input from Consultant Lowell Weiss and through some people with specific relevant expertise at BoardSource and elsewhere with regard to best practices when replacing a Board Chair. The Committee would then update the Board in December. The goal is for the Governance Committee to bring recommended Bylaw revisions for the Board’s consideration to the March 2025 meeting.
Education / A Powerful force for change Page 19