SUGGESTED GOVERNANCE COMMITTEE LANGUAGING 1.0 Governance Committee: The Chairperson shall appoint a Governance Committee of no fewer than three (3) Directors. The Governance Committee will recommend criteria for appointments to the Board, apply these criteria to persons suggested for appointment to the Board and recommend persons for appointment to the Board in accordance with these Bylaws. The Governance Committee shall also solicit all Directors for nominations for officers as provided in Section 1.1. 1.1 Nominations; Appointments and Terms: At least thirty (30) days before elections of officers are to be held, the Governance Committee shall solicit all Directors for nominations, including self-nominations, and shall arrange for private discussions with each person who is proposed or wants to serve as an officer. Such discussions shall include a Governance Committee member and the Chairperson and/or the Vice Chairperson, and after the discussions have been completed a slate of nominees shall be presented to the Board. Directors shall elect the officers of the Corporation by majority vote. Terms of office shall go into effect on the 1st day following the elections. The Chairperson shall serve for a term of two years. Vice-Chair, Secretary and Treasurer are elected for a 1-year term. In the event of the vacancy of an officer, the Board will appoint a replacement by majority vote, for the remainder of the officer's term. In addition to the responsibilities described in Sections 1.1 and 1.2, the Governance Committee is charged with maintaining the overall composition and health of the Board, ensuring that the Bylaws are enforced and that new policy is created where needed. 1.2 Nominations and Appointments: The Governance Committee shall be responsible for nominating candidates for the Board at any time during the year in which a vacancy exists. Nominations by individual Directors may be made at any scheduled meeting of the Board. Two weeks' notice will be given to the Board by the Governance Committee or any Director who makes a nomination for board membership before a vote of appointment takes place. A two-thirds (2/3) vote of the Board is required to appoint a new Director.
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