NOMINATING COMMITTEE. The Nominating Committee shall be composed of up to eleven voting members; the President and CEO shall serve as an exofficio non-voting member. The Immediate Past Chair (or Co-Chairs, when applicable) shall serve as Chair (or Co-Chairs) of the Nominating Committee. No other then-current Board members shall serve on the Nominating Committee. Except for Immediate Past Chairs and the President and CEO, members of the Nominating Committee shall be chosen by the Governance Committee, which will attempt to achieve a balance in skill sets, experience and diversity across the Nominating Committee. The Governance Committee shall provide advice to the Nominating Committee on strategy, board gaps and board needs, to inform the recruitment and selection process for future Board candidates.
GOVERNANCE COMMITTEE. The Governance Committee shall be composed of no more than 5 members, each of whom should be a member of the Board. The Governance Committee shall elect its own chair. The Governance Committee shall be responsible for Board orientation, on-boarding and on-going education of the Board. The Governance Committee shall select members of the Nominating Committee and provide recommendations thereto as set forth in Section 4 hereof. The Governance Committee shall be responsible for Board and committee assessments and recommendations to the Board on the code of conduct, conflict of interest policy, bylaws and policy review and compliance.
FURTHER RESOLVED, that the Bylaws of PCMA are temporarily amended through 2021 so that the officers and other members of the Board of Directors shall be the individuals identified on the Board of the Future Timeline. The Bylaws of PCMA shall be considered amended in any respect which is contrary to the decisions set forth in the Board of the Future Timeline.