|American Heraldry Society||SUBJECT||Nominating Committee|
|Governors' Policy Manual||VERSION||Amended||EFFECTIVE 24-July-08|
3.7 Nominating Committee
3.7.1. MEMBERSHIP. (a) The Nominating Committee (“committee”) consists of two Governors and one Society member who is not a member of the Board. One of the Governors must be a Governor-at-large whose term does not expire at the annual meeting for which the committee's report will be made. The committee is appointed by the Board.
(b) Committee members continue to be members until their successors are elected and qualified or until their earlier resignation or removal. Any member may be removed by the Board, with or without cause, at any time.
(c) Committee members elect a chair and vice-chair from among the committee’s membership. The chair and vice-chair serve at the pleasure of the committee. The chair convenes and presides at committee meetings, sets agendas for meetings, and determines the committee’s information needs. In the Chair’s absence at a duly convened meeting, the vice-chair presides.
(d) The committee may appoint a clerk to keep full and complete records of the committee’s proceedings for the purposes of reporting committee activities to the Board and to perform other duties as may from time to time be assigned by the committee or the committee chair. The committee clerk is not required to be a member of the Board.
3.7.2. MEETINGS; QUORUM. The committee meets on a regularly-scheduled basis at least once per year. The committee establishes its own schedule and rules of procedure. Committee meetings of the committee may be held by any means of remote communications technology that may be used for Board meetings.
(b) A majority of the members of the committee shall constitute a quorum sufficient for the taking of any action by the committee.
3.7.3. PURPOSE AND DUTIES. (a) The committee:
(1) identifies, screens and reviews Members qualified to serve as members of the Board of Governors and recommending to the Board candidates for nomination for election at the annual meeting of Members or to fill Board vacancies; and(2) oversees the Society’s policies and procedures for the receipt of Member suggestions regarding Board composition and recommendations of candidates for nomination by the Board.
(b) To fulfill its purposes, the committee shall:
(1) recommend to the Board for approval, oversee the implementation and effectiveness of, recommend modifications as appropriate to, and review Society disclosures concerning the Society’s policies and procedures for identifying and reviewing candidates or nominees for Governors, including:
(A) the qualifications or criteria for Board nomination to Members for election as a Governor; and
(B) consideration of candidates recommended by Members;
(2) identify, screen and review individuals qualified to serve as Governors, consistent with qualifications or criteria approved by the Board (including review of incumbent Governors for potential re-nomination); and recommend to the Board candidates for:
(A) nomination for election or re-election by the Members; and
(B) any Board vacancies that are to be filled by the Board; and
(3) review annually with the Board the composition of the Board as a whole, including, whether the Board reflects the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity and other desired qualities;
(c) In performing its duties, the Committee may inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Society.
(d) The committee is authorized to carry out these activities and other actions reasonably related to the committee’s purposes or assigned by the Board from time to time.