View source for PD-BOD-0009 Bylaws and Governance Committee

==PD-BOD-0009==

:1. Per the Bylaws: “Chaired by a Director appointed by the President of the Board. Shall also consist of 2 additional directors, one member of the House of Commons, and one member of the House of Lords, all appointed by the President of the Board. This committee shall be charged with the review and oversight of all governing documents and other matters as directed by supplemental governing documents.”

:2. Manner of Acting:
:::a. Quorum. A majority of the committee members in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. No business shall be considered by the committee at any meeting at which a quorum is not present.
:::b. Majority Vote. Except as otherwise required, the act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.
:::c. Participation. Except as required otherwise, the committee may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting, or by telephonic conference call.
:::d. Informal Action. Any action required or permitted to be taken by the Bylaws and Governance Committee at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For the purposes of this section an electronic transmission from an agreed upon platform constitutes a valid writing.
:::e. Schedule. The committee shall meet on a day and time of their choosing within each of every odd numbered month.
:::f. Notification of Meeting: The chair shall communicate the time and date of the meeting in accordance with all requirements of Delaware law.
:::g. Special Meetings: Special meetings may be requested by a majority of the committee’s voting members. A special meeting is convened specifically to discuss and possibly take action on topics of urgency and/or importance and shall not be convened for any other purpose. Official notice of the meeting must be sent to all committee members 24 hours before the meeting begins.
:::h. Alternatively, the committee may choose to conduct its business in a non-linear fashion by using an agreed upon online platform. In these cases, the committee will submit a report of their activities in lieu of a set of meeting minutes.

:3. The duties of the Bylaws and Governance Committee are:
:::a. Shall regularly review all governing documents and propose changes and updates as needed to the appropriate body.
:::b. Shall write governing documents as the need arises and submit them to the appropriate body for approval.
:::c. Shall regularly consult with any affected leadership on new language, including the Chief Legal Officer, before submitting the proposed document to the appropriate body.
:::d. Shall review new and/or edited governing documents and report on them to the board at the next regular meeting.
:::e. The secretary of each board committee will be responsible for submitting all new and/or edited governing documents to the secretary of the Bylaws and Governance Committee to ensure that the review process outlined in 3.d above is fulfilled.


==Record of Changes==
Amendments may, from time to time, be proposed to, or by, the Board of Directors. Any amendments will be considered and voted on as necessary. All amendments that have been passed will be noted below. 
 
{| class="wikitable sortable"
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! Effective Date !! Subject !! Proposed By 
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| data-sort-value=01-12-24 | 01 December 2024 || Initial Approval || Board of Directors 
|-

|}