Membership Committee Charter
Authority and Purpose
The Membership Committee (the "Committee") is a committee of the Board of Directors (the "Board") of the Business Council for International Understanding, Inc., a New York not-for¬profit corporation (the "Corporation"). The principal purpose of the Committee shall be to undertake those specific functions and responsibilities listed in this Charter and such other duties as the Board shall from time to time prescribe. All powers of the Committee are subject to the restrictions designated in the Corporation's Bylaws (the "Bylaws") and imposed by applicable law.
Committee Membership
The members of the Committee (the "Members" or, individually, each a "Member") shall be appointed by the Board, and shall serve at the discretion of the Board. The Members shall include the following:
- 1. At least three (3) members of the Board;
- 2. The Chair of the Board as an ex officio Member;
- 3. At least one (1) employee of the Corporation as an ex officio Member; and
- 4. Such other persons as the Board may from time to time appoint as ex officio Members.
The Board shall appoint the Chair of the Committee (the "Chair"). In the Chair's absence the Chair or the Chair of the Board may designate another member of the Committee to preside at meetings of the Committee.
Members of the Committee will serve for a term of three (3) years following appointment or until their earlier resignation or removal, and shall be eligible for reappointment at the end of such term at the Board's discretion.
Functions and Responsibilities
The Committee shall have the power and responsibility to undertake the following duties:
- 1. Identify and build relationships with prospective members of the Corporation.
- 2. Adopt and monitor methodologies for membership recruitment.
- 3. Promote the attributes and strengths (such as neutrality, integrity and versatility) of the Corporation and the prospective value of the Corporation to non-members.
- 4. Identify specific corporate needs that the Corporation can fill for current members in order to strengthen existing relationships, and identify specific corporate needs that the Corporation can fill for non-members in order to assist in recruitment.
- 5. Stimulate existing members of the Board to aid in the recruitment process.
Additional Duties & Responsibilities
- 6. Review and reassess the adequacy of this Charter annually.
- 7. Review and assess the performance and effectiveness of the Committee annually.
- 8. Report regularly to the Board with respect to the Committee's activities and make recommendations as appropriate.
- 9. Review with the Corporation's legal counsel any legal matters that may come to the attention of the Committee in the performance of its duties.
- 10. Take any other actions that the Committee deems necessary or proper to fulfill the purposes and intent of this Charter.
Committee Meetings and Conduct of Business
The Committee shall conduct its business in accordance with this Charter, the Bylaws and any direction provided by the Board. The Committee shall meet at its discretion, at a time and place determined by the Chair of the Committee, and at such other times when deemed necessary or desirable by the Committee or its Chair. The Committee may establish its own schedule. Members may participate in meetings of the Committee by means of telephonic conference call or similar communications equipment, which permits all persons participating in the meeting to hear each other, and such participation shall constitute presence in person at such meeting. A majority of the Members, but not fewer than three (3) Members including at least two (2) non-employee Board members, shall constitute a quorum for the transaction of business of the Committee.
Unless the Committee or Board by resolution determines otherwise, any action required or permitted to be taken by the Committee may be taken without a meeting if all Members consent thereto in writing and the writing or writings are filed with the minutes of the proceedings of the Committee.
The Committee shall maintain written minutes of its meetings, which minutes, following approval by the Committee, shall be provided to the Board at the next regularly scheduled meeting of the Board.