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Last active October 24, 2018 16:37
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Defined by Kenny:
"Identification and selection of directors, officers, and other important roles in the Cooperative, subject to Board approval.
Oversee selection of Executive Committee general membership."
(https://github.com/rchain/bounties/issues/118#issuecomment-338691846)
(https://docs.google.com/document/d/10dOEW458zNCME8hArp-BHyXCUG9lAEjNB-cAf_k8s9c/edit)
REI:
The primary purposes of the Committee are to (i) assist the Board of Directors in identifying
individuals qualified to become members of the Board; (ii) recommend nominees for election to the
Board at each annual meeting; (iii) recommend nominees for the appointed Director positions
authorized in the Bylaws; (iv) recommend nominees to fill any Board vacancies that may occur;
(v) oversee the annual election of Directors; (vi) recommend to the Chair nominees for Board officers
and Board member committee assignments; (vii) oversee Board member orientation and continuing
education, and the annual review and evaluation of the performance of the Board; (viii) recommend to
the Board corporate governance policies and guidelines and periodically evaluate Board size and
structure; and (ix) assist the Board in a periodic review of the Company’s “Directors and Officers”
liability insurance coverage and indemnification protection.
ORCID:
ORCID is an independent non-profit organization. Among its principles is governance by representatives
from a broad cross-section of Members, the majority of whom are affiliated with non-profit organizations.
The Nominating Committee (the “Committee”) shall assist the ORCID Board of Directors (the “Board”) in recruitment
of Board membership in keeping with ORCID principles and Bylaws.
JP Morgan Chase:
The purpose of the Corporate Governance & Nominating Committee ("Committee") is to:
Exercise general oversight with respect to the governance of the Board of Directors.
Review the qualifications of and recommend to the Board of Directors proposed nominees for election to the Board.
Evaluate and recommend to the Board corporate governance practices applicable to the corporation.
Appraise the framework for assessment of Board performance and the Board self-evaluation.
Greenhill:
identify individuals qualified to become Board members, and recommend to the Board director nominees for election at the next annual or special meeting of shareholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;
recommend directors for appointment to Board committees; make recommendations to the Board as to determinations of director independence;
oversee the evaluation of the Board;
oversee and set compensation for the Company’s directors; and
develop and recommend to the Board the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company and oversee compliance with such Guidelines and Code.

Bylaws

The Nominating and Governance Committee: "will have such powers and responsibilities as are described in this charter, which will be subject to approval of the RChain Board and the limitations of the Governing Statute" (Bylaws III.7)

Purpose

"Identification and selection of directors, officers, and other important roles in the Cooperative, subject to Board approval. Oversee selection of Executive Committee general membership." (rchain/bounties#118 (comment)) (https://docs.google.com/document/d/10dOEW458zNCME8hArp-BHyXCUG9lAEjNB-cAf_k8s9c/edit)

Duties as described in the Bylaws:

Designate Deadline for member vote submission for director elections and itmes of business "for the purpose of allowing the Secretary sufficient time to count the votes cast, which deadline may not be more than seven days prior to the commencement of the meeting" (Bylaws II.6)

Prescribe a standard of independence that all elected Directors must satsify "at the time of their election and during their respective terms of office" (Bylaws III.3)

"establish procedures and criteria for selection and nomination of candidates for election to the RChain Board, with a view toward maintaining depth of experience and diversity on the RChain Board as a whole, and enabling reasonable participation by non-Director members in the process for identifying potential candidates." (Bylaws III.4)

May receive statements from sitting Directors, assumed to be running for election to their existing seat, that "they affirmatively indicate to the RChain Board or to the Nominating and Governance Committee that they intend not to run." (Bylaws III.4)

Will receive Director Qualification Statement Form from candidates interested in being nominated for election to the Board with a deadline of (60) days in advance of a meeting of the members. Additional documents and references in support of their candidacy may be sent subsequently, but must be received in advance of the selection of the slate of candidates or they will not be considered. (Bylaws III.4)

"Among candidates who apply for nomination, the Nominating and Governance Committee will annually recommend a slate of potential candidates no later than thirty (30) days before the annual meeting of the membership. The Nominating and Governance Committee will select a number of candidates that is not greater than two times the number of elected Directors whose terms will expire at the next annual meeting of members, and/or Director seats that are, or will be, vacant for some other reason. No other candidates who have not been so nominated will be eligible for nomination or election to the RChain Board." (Bylaws III.4)

At the request of the Secretary, determine which biographical information of Board nomineese may be "considered appropriate" to be furnished to active members. (Byalws III.4)

At the request of the board, will nominate a slate of potential candidates to fill a vacancy created by more "witheld" than "for" votes for an uncontested board candidate, "to a term expiring at th next annual meeting of members" (Bylaws III.4)

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