Governance & Leadership Committee Charter

Purpose:
The Governance & Leadership Committee (GLC) is a standing committee of the Board as specified in the By-laws Article VIII, Section A.5a-b.   The primary function of the GLC is to (a) manage the process for the identification of qualified individuals from the membership to become directors and officers of the Board, (b) develop, update and, as necessary, recommend to the Board governance principles and policies applicable to the governance of the DIA, (c) monitor compliance with principles, policies and standing committee charters and (d) ensure a process for Board development and Board effectiveness assessment.

Duties and Responsibilities:
Governance
1) Review the By-laws at least annually and ensure that they are current, relevant, and consistent with the Articles of Incorporation and the statutory provisions for the State of Maryland;
2) Review (every two years or as required) and advise on updates to the Board Policies and Standing Committee Charters;
3) Assess the impact of any external policies or regulations on governance of the DIA, as requested by the Board, with recommendations as appropriate;
4) Lead the process to assess board effectiveness by:
     a) Ensure that the Board periodically reviews and updates the description of its roles and areas of responsibility.
     b) Initiate periodic assessment of the Board’s performance ;
5) Encourage Board development by managing the process of new Board orientation and mentoring new Board members,
6) Design and implement ongoing programs for Board information, education and team building.

Nominations and Elections
1) Provide oversight and management of the Nominations and Election process, including:
     a) Ensure the election process is conducted per DIA By-laws and the Nominations and Election Policy.
     b) Perform an analysis and promotion of Board representation that approximates the member and geographical profile of the membership;.
2) Recommend to the Board changes to policies or procedures to improve the nominations and/or elections process.

Authority: 
Subject to Board approval, the Governance and Leadership Committee is given the authority to review and make recommendations on any matter or activity involving the governance of DIA and on matters related to the nomination processes and election procedures. In that regard, the committee will have access to external professionals to render advice and counsel on such matters.

Membership: 
The Governance and Leadership shall be composed of at least four Board members, appointed by the President and approved by the Board. The Immediate Past President chairs this committee.

Meetings:
The Committee shall meet as many times as necessary to accomplish its objectives and will conduct face-to-face meetings or teleconferences as appropriate to fulfill its obligations.  The Chair will assign and ensure that there will be an accurate recording of minutes of each meeting that are available to the Board of Directors.  A majority of member attendance whether face to face or by teleconference for these meetings will constitute a quorum.