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Nominating & Governance Committee — Charter

Status: Draft, pre-formation. Adopted by board motion at or shortly after incorporation.

Purpose

To safeguard the integrity of the board over time: recruit and slate qualified directors, maintain the bylaws and committee charters, oversee governance practices, and lead board self-evaluation. The committee owns the question "is the Guild governed well?"

Authority

  • Recommends to the board: the annual slate for director and officer elections, bylaws amendments, charter revisions, governance policy changes, and the annual board self-assessment summary
  • Conducts the slating process, reference checks, and onboarding for new directors using the board recruitment kit
  • Reviews every standing committee's charter on a rolling annual basis
  • Does not discipline individual directors (that is the Board Chair's responsibility, with whistleblower escalation as needed) or set strategy (that is the full board)

Composition

  • 3 to 5 members
  • Chair is a director; not the Board Chair (separation of nomination from incumbency)
  • At least one member who is not currently a director (typically a senior member with deep institutional knowledge)
  • Term: members 2 years, staggered, renewable once; chair 1 year, renewable twice
  • Administrator is non-voting staff support

Cadence

  • Quarterly routine; weekly during the slating cycle (typically July through October)
  • Always meets in July (slate process kickoff), October (slate to board), November (post-election onboarding plan), January (annual self-assessment debrief, COI refresh tracking)

Specific responsibilities

Board recruitment and slating

  • Maintain and update the board recruitment kit
  • Conduct an open call for candidates each summer; cultivate sources year-round
  • Confirm eligibility, conflicts, references, and willingness; prepare the slate
  • Recommend the slate to the board for inclusion in the member ballot (compliance calendar)
  • Onboard newly elected directors in coordination with the Board Chair and Administrator

Officers

  • Recommend a slate of officers (Chair, Vice Chair, Secretary, Treasurer) annually after the director election
  • Review officer succession; flag any officer role at risk of an unplanned vacancy

Bylaws and charters

  • Maintain the bylaws as a living document; recommend amendments to the board
  • Review one or two committee charters per quarter on a rolling basis; update language to match practice
  • Recommend creation, modification, or sunsetting of committees

Governance policies

Board education and self-assessment

  • Schedule at least one governance education session per year (e.g., fiduciary duties refresher, peer 501©(6) practices)
  • Run the annual board self-assessment in December; deliver an aggregated, non-attributed summary to the full board in January

Director performance and removal

  • Define expectations for director attendance and engagement; surface concerns to the Board Chair
  • Manage process for director resignation or board-initiated removal under the bylaws

Decision rights

Decision Authority
Approve the slate Recommend; board approves; members vote on the ballot
Adopt a bylaws amendment Recommend; board approves; member ratification per bylaws
Adopt a governance policy Recommend; board approves
Sunset a committee Recommend; board approves
Discipline a director Board Chair with full board; this committee may flag

Reporting

  • Written report at every regular board meeting
  • Annual report covering: slate process, onboarding, charter reviews, policy reaffirmations, self-assessment summary, and recommendations for the coming year

Deliverables in the first 12 months

  1. Slate of directors and officers for Year 2 by October
  2. Bylaws amendment (if needed) reconciling Article V committee names with these charters
  3. Annual self-assessment summary delivered to the board in January
  4. Onboarding-completion confirmation for every Year-1 director
  5. Reviewed and updated board recruitment kit

Cross-references