Article 7: Governance Committee

Section 1

There shall be a Governance Committee composed of the immediate past Chair of the Board and the President, both serving ex officio, and at least three other Trustees, one of whom shall be elected Chair. The Chair of the Committee and the members of the Committee, other than those serving ex officio, shall be elected at the annual meeting of the Board of Trustees to hold office until the next annual meeting and until their successors are elected. In the case of a vacancy in the Governance Committee, the same may be filled by the Board at any meeting.

Section 2

The Governance Committee shall, by means of its choosing, including solicitations of opinion and advice from all members of the Board and selected other constituents of its choosing, monitor and evaluate the structure, operations, and effectiveness of the Board and its procedures in carrying out its fiduciary responsibilities and providing scientific leadership. The Governance Committee may, at any full Board meeting, report to the Board as a whole its findings, and introduce for discussion and possible adoption, recommendations aimed at increasing the effectiveness of the Board in governance of the Corporation. A report on the effectiveness of the Board, incorporating the results of solicitations described earlier in this paragraph, shall be made to the full Board not less frequently than once in every three years.

Section 3

Prior to each annual meeting, the Committee shall select, and not less than ten days prior to such meeting shall submit to the Board, its recommendations for each Trustee and Officer of the Corporation to be elected at the annual meeting. The Committee shall also provide to the Board its recommendations for the members and, when applicable, chair of each Board Committee, in accordance with the requirements contained in Articles IV, V, VI and VII of these Bylaws. In addition, the Committee shall provide to the Chair of the Board its recommendations for the chair and members of all other committees in accordance with the requirements contained in Article VIII of these Bylaws.