# Governance Committee Charter *Last updated Jan 25, 2026* ## I. PURPOSE The Governance Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of the Silicon Valley Gay Men’s Chorus (“SVGMC”). The primary purpose of the Committee is to ensure the Board’s effectiveness by overseeing board recruitment, orientation, and self-assessment, and by maintaining the organization’s governing documents and policies. ## II. COMPOSITION The Committee shall consist of at least three (3) members. The Chair of the Committee must be a member of the Board of Directors. The Committee may include individuals who are not on the Board to provide specialized expertise in governance or recruitment. All members shall serve at the pleasure of the Board for a term of one (1) year, which may be renewed. ## III. MEETINGS The Committee shall meet at least quarterly, or more frequently as needed to fulfill its responsibilities. Meetings may be held in person or via electronic platform. A majority of the Committee members shall constitute a quorum. The Committee Chair shall establish the agenda and ensure minutes are kept for all proceedings. The Committee shall submit a report of its activities and recommendations to the Board prior to each regular Board meeting. ## IV. DUTIES AND RESPONSIBILITIES The Committee’s primary duties and responsibilities include: ### 1. Board Recruitment and Nominations * Identify the skills, perspectives, and diversity needs of the Board. * Recruit, screen, and interview potential candidates for Board and officer positions. * Nominate qualified individuals for election to the Board. ### 2. Orientation and Training * Develop and conduct an orientation program for new Board members to ensure they understand their fiduciary duties and SVGMC’s mission. * Coordinate ongoing Board development and education regarding best practices in nonprofit governance. ### 3. Board Performance and Assessment * Facilitate a semiannual self-assessment of the Board’s collective performance and the effectiveness of Board meetings. * Review the participation and performance of individual directors prior to recommending them for re-election. ### 4. Governing Documents and Policies * Review the Articles of Incorporation, Bylaws, and other governing documents at least annually, and recommend amendments to ensure they comply with law and reflect organizational needs. * Develop and recommend essential board policies, including Conflict of Interest, Whistleblower, and Code of Conduct. ## V. AUTHORITY The Committee is an advisory body to the Board and does not have the authority to bind the corporation to any contract or expenditure outside of the Board-approved annual budget without express Board approval. ## VI. ANNUAL REVIEW The Committee shall review this Charter annually and recommend any changes to the Board for approval. --- # Agent Instructions: Querying This Documentation If you need additional information that is not directly available in this page, you can query the documentation dynamically by asking a question. Perform an HTTP GET request on the current page URL with the `ask` query parameter: ``` GET https://governance.svgmc.org/governing-documents/committee-charters/governance-committee-charter.md?ask= ``` The question should be specific, self-contained, and written in natural language. The response will contain a direct answer to the question and relevant excerpts and sources from the documentation. Use this mechanism when the answer is not explicitly present in the current page, you need clarification or additional context, or you want to retrieve related documentation sections.