Governance and Nominations Committee Terms of Reference

1. Purpose

To establish, monitor and evaluate Board development and processes, and the recruitment of new Board and Board Committee members.

2. Mandate

  • To develop and implement a Board recruitment strategy, which includes nomination process, succession planning, candidate identification and review, and preparation of a recommended slate of officers;
  • To recommend to the Board suggested membership and Chairs for each committee of the Board;
  • To develop and implement an orientation and ongoing education process for Board members and the Board as a whole;
  • To facilitate the administration of and report on Board evaluation;
  • To develop, review and recommend amendments or revisions to By-law, Memorandum of Understanding, Regulations, Accountability Agreement, and Board policy and process;
  • To coordinate the development of performance indicators for the Board;
  • To develop and monitor performance indicators for Governance and Nominations Committee and report results to the Board;
  • Develop and support collaborative governance initiatives; and
  • To perform other functions as requested by the Board.

3. Reporting relationships

The Governance and Nominations Committee reports through the Chair to the Board.

4. Membership

The Governance and Nominations Committee consists of:

  • Three to five members of the Board of Directors, including the Committee Chair;
  • Board Chair OR Vice-Chair, ex-officio, voting member
  • President, ex-officio, non-voting member
  • Recording Secretary, ex-officio, non-voting member

5. Chair

A Chair and Vice-Chair shall be appointed by the Board from the membership of the committee.

6. Recording secretary

The recording secretary will be provided by the Operations Team.

7. Frequency of meetings

The Governance and Nominations Committee shall meet a minimum of ten (10) times a year.

8. Quorum

A quorum shall be a majority of the members entitled to vote.

9. Appointment

Members are appointed annually by the Board.

10. Circulation of minutes

Minutes are circulated to Committee members as well as to the Board.

Revised: 02/15/2022
Revised: 07/04/2023
Approved: 07/25/2023