Committees of the Corporation
The Corporation shall establish the committees provided for in Section 1.2 and may establish such ad hoc and special committees as it deems appropriate and advisable from time to time. The Governance and Nominations Committee shall appoint the Screening Committee contemplated by Paragraph 4.5.3 as a committee not requiring the Corporation’s approval.
All such committees shall be responsible to the members of the Corporation and shall report their actions to the Corporation at stated or special meetings.
Committee members and chairs of the committees shall be elected annually. A Corporation member may not serve on a particular committee for more than the number of one-year terms set forth for the committee below. Except as provided in Section 13.3.1, a Corporation member’s length of service on each standing committee shall be calculated separately. For purposes of determining the number of terms a Corporation member has served on a committee:
(a) Any partial term of less than six months shall not be counted.
(b) Terms served ex officio by virtue of holding the office of Chair of the Corporation or President shall not be counted. Terms served in any other ex officio capacity shall be counted.
(c) Other than for the Executive Committee, terms served as a member of a particular committee and terms served as chair of that particular committee shall be aggregated.
The maximum lengths of service applicable to each standing committee are as follows:
With the exception of the Development Committee and the Visiting Committees, Corporation members may serve no more than six one-year terms on each standing committee, except that:
(a)if at least four years have passed since the Corporation member’s sixth one-year term on a standing committee, the Corporation member may be elected for up to four additional one-year terms on that standing committee; and
(b) while a Corporation member’s time served ex officio on the Executive Committee as MITIMCo chair counts toward that member’s maximum length of service on the Executive Committee, the MITIMCo chair may serve on the Executive Committee for as long as he or she is MITIMCo chair.
Members of the Development Committee and the Visiting Committees may serve an unlimited number of terms.
Candidates for the standing committees shall be nominated as follows:
The Governance and Nominations Committee shall nominate candidates for all of the standing committees and for the chairs of the standing committees, other than the Governance and Nominations Committee and its chair.
A group composed of the Chair of the Corporation, the President, the chair of the Governance and Nominations Committee, and a voting member of the Corporation, who is not a member of the Governance and Nominations Committee and is selected by agreement of the other members of the group (collectively, the “GNC Recommending Group”), shall nominate candidates for the Governance and Nominations Committee and for chair of the committee.
(a)If the then-serving chair of the Governance and Nominations Committee desires to stand for re‐election to the position of chair, that individual shall be recused from the deliberations regarding, and the selection of, the nominee for chair of that committee and the GNC Recommending Group shall select another member of the Governance and Nominations Committee to participate in such deliberations and selection in the chair’s stead.
(b)A quorum for any meeting of the GNC Recommending Group shall consist of a majority of the members. The GNC Recommending Group shall keep a record of its proceedings. A Corporation member may serve no more than six years, in the aggregate, as the non-ex officio member of the GNC Recommending Group.
With the exception of CJAC, the Development Committee, and the Visiting Committees, all nominees must be members of the Corporation.
Members of the Corporation shall give careful consideration to the nominations proposed by the Governance and Nominations Committee and the GNC Recommending Group but shall not be obliged to follow the nominations.
With the exception of the Development Committee and the Visiting Committees, the term of service for any member of a standing committee of the Corporation shall end automatically when the member becomes an emeritus life member; departs the Corporation, whether on leave of absence or otherwise; or no longer meets the criteria for serving on the committee.
Any committee member elected by the members of the Corporation may be removed at any time, with or without cause, by the votes of a majority of the members other than ex officio members, present at a meeting, at which a quorum is present, provided such majority includes not fewer than twenty-five members of the Corporation, or by the unanimous written consent of all voting members then serving, other than ex officio members. If the action will be taken at a meeting, the notice of the meeting must state that action on removal of a committee member will be considered at the meeting.