Page 22 - 2024 October

GOVERNANCE & NOMINATING COMMITTEE MINUTES (2) Matters brought up for consideration would include:
• What should be the length of term for the Board Chair?
• Could/should that person serve more than one term?
• Should the terms of Committee Chair positions be for more than the current one year
• Should the Board Chair and Grant Program Committee Chair be separated?
• Should the Board Chair receive additional compensation?
• ShouldtheBoardChairrecommendtheFoundationOfficerslate,theCommitteememberships and the Committee Chairs as is the current practice? Or should either the Governance & Nominating Committee or the Executive & Finance Committee do that?
• Is this the appropriate time for any structural changes regarding Committee Chairs and whether or not they should be Board members?
It was agreed that the dynamics of the search process are a bit unique for the Johnson Scholarship Foundation given how long the current Chair has served and the small size of the Board. There was discussion about whether the Board Chair succession process should be overseen by the current Board Chair and the CEO, or by the Governance & Nominating Committee. It was agreed that we will seek some outside advice regarding this issue prior to the Committee’s October meeting.
It was noted that the Committee Charge is silent to these matters, except for the phrase that the Committee will handle “such other duties as the Board may mandate”. There needs, also, to be a review of the Bylaws to determine if there are any stipulations in them regarding any of the structural matters discussed earlier in the meeting.
5. Other Business
There was no other business to come before the Committee.
6. Next meetings
a. Potential meeting in October or November b. March 17, 2025 in person in Orlando, Florida
The meeting was adjourned at 3:54 p.m. Respectfully submitted this 1st day of October, 2024.
Sharon Wood Bill Corwin Office Manager Committee Chair
Page 20 October Report