Charge of the ACOI Governance Committee

1. Justification In order for the Board of Directors successfully to guide the ACOI in its mission of advancing the practice of osteopathic internal medicine, the Board must attract the right people with the right mix of skills, operate under the most up-to-date and relevant policies, and have the capacity to examine its own work and make changes where necessary. The Governance Committee will help institutionalize effective governance practices for the present and future health of the ACOI.
    
2. Objectives The Governance Committee is responsible for ongoing review and recommendations to enhance the quality and future viability of the Board. It focuses on the following five areas, with specific duties dependent on Board needs at any specific time:
   • Board Role and Responsibilities
     • Lead the Board in regularly reviewing and updating the Board's statement of its role and areas of responsibility, and the expectations of individual directors.
     • Assist the Board in updating and clarifying its agenda for the next 1-2 years, based on the strategic plan.
   • Board Composition
     • Lead in assessment of the present and anticipated needs for the composition of the Board. Determine the knowledge, attributes, skills, and abilities the Board will need as it considers the issues that will arise in the foreseeable future.
     • Develop a profile of the Board as it should evolve over time.
     • Identify potential Board candidates; present them as possibilities, and explore their interest and availability to serve.
     • Nominate qualified individuals under criteria to be elected as Board members.
     • In cooperation with the President, contact each Board member to assess his or her continuing interest in Board service. Work with each director to identify the appropriate role she or he may assume.
   • Board Knowledge
     • Design and oversee a process of orientation, including information prior to election and during the first cycle of board activity for new members.
     • Design and implement an ongoing program of board education.
   • Board Effectiveness
     • Initiate the periodic assessment of the Board's performance. Propose as appropriate, changes in Board structure, roles and responsibilities.
     • Provide ongoing counsel to the President and other Board leaders on steps that may be taken to enhance Board effectiveness.
     • Regularly review the Board's practices regarding member participation, conflict of interest, confidentiality, etc., and suggest improvements as needed.
     • Periodically review and make recommendations on updating the Board's policy guidelines and practices as well as the College�s bylaws.
   • Board Leadership
     • Take the lead in succession planning; recruit and prepare for future Board leadership.
     • Nominate Board members for election as board officers.
3. Terms of Service The Governance Committee consists of five members selected by the President with the advice and consent of the Board of Directors from among the membership of the Board. No more than two members of the Executive Committee shall serve on the Governance Committee. The President shall not serve as a voting member on the Committee. Committee members serve terms of two years, with a maximum of two terms permitted. The President selects a Chairman annually from among the members of the Committee. The Chairman serves a one-year term, with reappointment for one additional term permitted.
    
4. Accountability The Governance Committee reports to the Board of Directors at each meeting of the Board. Interim reports to the Executive Committee may occur as deemed necessary by the Board.
    
5. Responsible Staff Person The Executive Director is responsible for the administration of the work of the Governance Committee.
    
6. Self Evaluation Plan The Governance Committee will evaluate its performance in writing annually. The evaluation will address the ways in which the Committee addressed the five objectives listed above.