Governance Committee Charter

I. Purpose of Committee

The Governance Committee (the “Committee") is a committee of the corporation established to (i) ensure that the Society’s Board of Directors (the “Board”), as well as individual Board members, has the skills and competencies necessary to perform at the highest level, and (ii) support the Board in fulfilling its responsibility to identify persons for election as officers, directors, and Honorary Life Members.

II. Committee Membership

The Committee is chaired by a Board member appointed by the Chair of the Board. In addition to the chair, the Committee is composed of five to seven members, including the Immediate Past Chair of the Board. The Chair of the Board is an ex-officio member of the Committee. Committee membership is appointed by the Chair of the Board. Committee members serve one-year terms beginning January 1st and ending December 31st of that same year or until the new Committee is appointed by the Chair of the Board.

A sub-committee shall be appointed each year to manage the nominating responsibilities set forth below.  The sub-committee shall be chaired by the Immediate Past Chair of the Board and have four additional members, two of whom shall be members of the Board and one a member of the Governance Committee.  To prevent a tie, the sub-committee shall have an odd number of voting members at all times.  Voting members of the sub-committee are not eligible to be nominated as an officer or director. Sub-committee membership is appointed by the Chair of the Governance Committee, in consultation with the Chair of the Board, and approved by the Board.

III. Committee Authority and Responsibilities

A. Corporate Governance

The Committee will: 

1. Develop and implement a Strategic Board Member Recruitment Process for identifying and developing future Board members;

2. Develop and implement a comprehensive Board development plan, which includes methods and tools for orienting, training, educating and evaluating diverse, skilled and knowledgeable Board members;

3. Develop and conduct new Board member orientation and mentorship program; 

4. With input from the Board, annually develop a list of selection criteria and competencies needed on the Board. Such criteria shall include the possession of knowledge, experience, skills, expertise, and diversity which enhance the Board’s ability to manage and direct the affairs and business of the Society, including the ability of committees to fulfill their duties; 

5. Regularly review the Society’s Bylaws and recommend changes as needed to the Board;

6. Oversee enterprise risk management related to assigned risk areas and submit a report to the Audit Committee each year;

7. Review and monitor compliance with the following Board-approved policies and recommend new policies to the Board as necessary:

a. Assessing Organizational Performance and Compliance with Board Policies

b. Board Attendance Policy

c. Board Give or Get Policy

d. Recording of Board of Directors Meetings

e. Policy Precluding Paid Staff on Society Boards

8. Ensure the Board has adequate information in order to monitor compliance with Board policies and procedures and recommend changes to such procedures as needed to the Board;

9. Ensure the Society meets the National Health Council’s Standards of Excellence Certification for Voluntary Health Agencies and the Better Business Bureau’s Standards for Charity Accountability;

10. Regularly review the Society’s Board committee structure, including responsibilities and composition, and recommend changes as needed to the Board; 

11. At least every two years conduct a Board self-evaluation to measure the Board’s effectiveness and to identify areas for improvement and present the evaluation results and recommendations to the Board; 

12. Operate under a charter and review annually for adequacy and recommend any necessary changes for approval by the Board; and

13. Accomplish additional tasks as charged by the Chair of the Board.

B. Nominating

The Committee will:

1. Review director candidates’ qualifications based on the selection criteria and competencies developed by the Committee; 

2. Annually prepare a slate of individuals to be considered for election by the Board as officers, directors, and Honorary Life Members; 

3. Ensure Board composition embraces and exemplifies the principles and core value of diversity and inclusion; and

4. Upon the resignation or removal of an officer or director, recommend a candidate to fill the vacancy to the Board if required.

IV. Committee Meetings

The Committee will meet at least annually and as often as its chair or a majority of its members deems necessary or appropriate, either in person, telephonically or electronically, and at such times, places and manner as its chair and chair’s staff may determine. Deliverables, budget, and alternative meeting methods should be included in the decision-making process. The chair and chair’s staff will develop an agenda in advance of each meeting and communicate meeting details to Committee members in a timely fashion.

As necessary, the Committee will meet in a joint session with other committees regarding items of concern to both committees.

V. Committee Reports

The Committee will produce a written report at the conclusion of each meeting, which will include an attendance record, a copy of the agenda and a full report of Committee discussions with documented recommendations and decisions. These reports will be completed no more than three weeks following the meeting and forwarded to the Committee membership and the Office of Enterprise Governance for proper filing. All committee reports, to the extent not confidential, will be posted on the ACS, Inc. Board Portal so all Board members have access to the reports.

VI. Committee Evaluation

At least every two years the Committee will conduct a performance evaluation to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.