Governance and Nominating Committee

PURPOSE

The Committee on Governance and Nominating shall periodically review the operations and procedures of the Corporation and make suggestions for improving the governance of the Corporation. The Committee shall assess and review the individual and collective effectiveness of the Corporation, and report recommendations as necessary to the Corporation. The Committee shall advise and make recommendations to the Corporation regarding the selection of Officers and the membership of the standing committees, including Chairs and Vice Chairs.

RESPONSIBILITIES AND DUTIES

The Committee shall, at least every five years, review the Corporation statutes and charges of the standing committees and make recommendations resulting from the review.

The Committee shall, in advance of the occurrence of a vacancy in the office of Chancellor, Vice Chancellor, Secretary of the Corporation, or Treasurer of the University, submit to the Corporation a nominee or nominees to fill any and each such vacancy. In selecting nominees for these offices, the Committee shall not in the absence of special and compelling circumstances nominate any person to any office for more than three consecutive terms.

The Committee shall, in advance of the occurrence of vacancies on standing committees, submit to the Corporation a list of nominees to fill such vacancies. The Committee shall nominate annually a Chair and Vice Chair for each standing committee whose regulations do not indicate some other method of selection.

MEMBERSHIP

The Committee shall consist of the President, Chancellor, and Vice Chancellor, all ex officio and at least other six members of the Corporation. In order to ensure continuity of leadership, the Chair shall serve a three-year term as a member of the Committee, effective upon appointment to the chair.

STAFFING

The Committee shall be staffed by the Senior Associate Secretary of the Corporation.