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ETHICS, ACCOUNTABILITY, AND TRANSPARENCY

Nominating Committee Charter

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I. Purpose of Committee

The Nominating Committee (the “Committee”) is a committee of the Corporation established to support the Society’s Board of Directors (the “Board”) in fulfilling its responsibility to identify candidates to serve as Officers and Directors of the Society, as well as Honorary Life Members.

II. Committee Membership

The chair of the Committee is the Immediate Past Chair of the Board. In addition to the chair, the Committee is composed of four members. The Chair and Vice Chair of the Board are ex-officio members of the Committee. To prevent a tie, the Committee shall have an odd number of voting members at all times. Voting members of the Committee are not eligible to be nominated as an Officer or Director. Committee membership is appointed by the Chair of the Board and approved by 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.

III. Committee Authority and Responsibilities

The Committee will:

  1. Call for nominations for Officers and Directors in accordance with the Strategic Board Member Recruitment Process adopted by the Board;
  2. Review nominations received against the selection criteria established by the Governance Committee each year and develop a slate of nominees that collectively represents such criteria for presentation to the Board;
  3. Vet all candidates as possessing the competencies, experience, and willingness to serve effectively;
  4. Prepare a list of individual(s) to be considered for election by the Board as an Honorary Life Member of the Society;
  5. Ensure Board composition reflects factors that impact the Society’s sustainability and mission effectiveness, including diversity and inclusion;
  6. Upon the resignation or removal of an Officer or Director, recommend a candidate to fill the vacancy to the Board if required;
  7. Operate under a charter and review annually for adequacy and recommend any necessary changes for approval to the Board; and
  8. Accomplish additional tasks as charged by the Chair of the Board.

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 an08.23.20182agenda 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

The Committee will conduct periodic performance evaluations to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.