Charter of the Governance & Nominating Committee

# Charter of the Governance & Nominating Committee Last revised: 2022-05-11 ## Committee Description and Purpose The Committee is established to support Invest in Open Infrastructure (IOI) to develop and ensure effective project governance and processes, including nomination of Steering Committee members. The Governance and Nominating Committee (“G&N”) was established to support IOI in fulfilling its mission. The responsibilities of the committee include to establish and support the implementation of a governance structure and to identify candidates to serve to maximize the effectiveness of IOI. ## Key responsibilities & Duties The Committee will: 1. Support IOI Leadership in developing, reviewing, and evolving a governance structure to advance the mission and work of IOI. 1. Help establish and nominate members for governance Committees including Steering, Financial Oversight, and G&N, as well as nominate Chair & Vice Chairs as needed, in line with this group’s nomination strategy for equitable and anti-racist governance; 1. Establish selection criteria for governing committee members that supports IOI’s strategic goals and equitable governance strategy; 1. Review nominations received against the selection criteria and develop a slate of nominees that collectively represents such criteria for presentation to IOI Leadership and governance; 2. Vet all candidates as possessing the competencies, experience, and willingness to serve effectively; 3. Ongoing oversight to ensure Steering Committee composition reflects factors that impact IOI’s sustainability and mission effectiveness, including diversity and inclusion; 4. Upon the resignation or removal of a Committee member, recommend a candidate to fill the vacancy to the Steering Committee if required; 5. Oversee orientation, education and self-assessment programs for directors; 6. Support IOI Leadership in reviewing organizational policies and processes, such as executive review / performance appraisals; 7. Operate under a charter and review annually for adequacy and recommend any necessary changes for approval to the Steering Committee; and 8. Accomplish additional tasks as charged by the Chair & Vice Chair. ## Committee Membership & Structure Initially, the committee is formed from the Steering Committee by a group who represent diverse perspectives and stakeholders. This group will appoint members of the Committee, Chair and Vice Chair. Future membership decisions will be evaluated once the initial governance responsibilities of the committee are underway and a committee framework is implemented. ## Procedures ### Meetings The Committee will meet with such frequency as it may determine. The Vice Chair of the Committee will preside over Committee meetings. A majority of Committee members will constitute a quorum. Committee approvals will require a vote of a majority of the Committee members present at a meeting at which a quorum is present. ### Communications The Committee will report its activities to the Board on a regular basis and will keep minutes of its meetings. ### Periodic Review 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. --- ## See also * [IOI Governance and Nominating Committee meetings](https://hackmd.io/@investinopen/nominating-meetings) --- This page first published: 2025-05-19 --- <a rel="license" href="http://creativecommons.org/licenses/by/4.0/"><img alt="Creative Commons License" style="border-width:0" src="https://i.creativecommons.org/l/by/4.0/88x31.png" /></a><br />This work is made available under a <a rel="license" href="http://creativecommons.org/licenses/by/4.0/">Creative Commons Attribution 4.0 International License</a>. Users are free to share, remix, and adapt this work. (Please attribute [Invest in Open Infrastructure](https://investinopen.org/) in any derivative work).