Bylaws: Section 15

Section 15

Governance and Nominations Committee

15.1
The Governance and Nominations Committee shall consist of the Chair of the Corporation, the President (both ex officio and non-voting), and between five and seven members of the Corporation and one emeritus life member of the Corporation (non-voting), all of whom shall be elected by the Corporation. None of the elected members of the Governance and Nominations Committee may serve concurrently as a member of the Executive Committee.

15.2
The Chair of the Governance and Nominations Committee shall preside at meetings of the Governance and Nominations Committee and shall be responsible for convening and setting agendas for meetings of the Governance and Nominations Committee.

15.3
The Governance and Nominations Committee shall meet on a regularly scheduled basis, at least three times per year, and additionally as circumstances dictate. The Governance and Nominations Committee shall keep a record of its proceedings and may appoint a secretary for that purpose.

15.4
A quorum for any meeting of the Governance and Nominations Committee shall consist of two-thirds of the voting members.

15.5
The Governance and Nominations Committee is responsible for ensuring that the Corporation operates in consonance with the best governance principles and has the following specific responsibilities:

15.5.1
Identify, screen, and recommend to the Corporation candidates for election to the Corporation in the membership categories specified in Section 3, as vacancies occur and as it deems desirable, and report to the Corporation the candidates for membership nominated pursuant to Section 4 and its recommendations with respect thereto.

15.5.2
Annually solicit nominations from the Corporation for all standing committees, other than the Visiting Committees.

15.5.3
Recommend to the Corporation candidates for election to the standing committees, including, without limitation, the Governance and Nominations Committee, and recommend candidates to the Corporation to chair the standing committees.

15.5.4
If the Governance and Nominations Committee deems it advisable, appoint Corporation members to fill any vacancy on a standing committee or any vacancy in the role of chair of a standing committee to serve until the next Corporation meeting.

15.5.5
Organize, in coordination with the administration, a Corporation member orientation program.

15.5.6
In any year in which the Governance and Nominations Committee intends to recommend a candidate for Chair of the Corporation other than the Corporation member then serving, design a search process, conduct a search for a candidate and recommend the candidate identified through the search process to the Corporation for election to the office.

15.5.7
Coordinate and oversee an annual process to identify Corporation members’ actual or potential conflicts of interest, assess any identified conflicts of interest and recommend to the Corporation plans to manage or eliminate them.

15.5.8
With the exclusion of the Visiting Committees, annually, review the size, composition, and leadership of the Corporation and the standing committees; consider whether the Corporation and the standing committees have an appropriate balance of business specialization, technical skills, diversity, geographic representation, and other desired qualities; and take that information into account in determining whom to recommend for election to the Corporation and the standing committees.

15.5.9
Coordinate and oversee annual self-assessments of the role and performance of the Corporation.

15.5.10
Coordinate and oversee annual self-assessments of the role and performance of all standing committees, including, without limitation, the Governance and Nominations Committee, and of all ad hoc or special committees of the Corporation that have been in existence for more than one year.

15.5.11
If the Governance and Nominations Committee deems it necessary, recommend to the Corporation the removal of any member of a committee mid-term.

15.5.12
Annually review the effectiveness of and recommend, if appropriate, modifications to MIT’s governance structure, Bylaws, committee charters and Corporation-related policies.

15.5.13
Report to the Corporation, no less than annually, on the results of the assessments contemplated by this Section 15.5, other committee findings, recommendations, and any other matters the Governance and Nominations Committee deems appropriate or the Corporation requests.

15.5.14
Undertake such other responsibilities as the Corporation may delegate or assign to the Governance and Nominations Committee from time to time.