Board Consent: Nominating and Corporate Governance Committee and Committee Charter

Summary

This board resolutions template may be used by a public company to establish the nominating and corporate governance committee and to adopt its committee charter. This template includes practical guidance and drafting notes. These resolutions are drafted as a unanimous written consent of the board of directors in lieu of a meeting, but specific resolutions can be extracted for placement into the minutes if a meeting of the board of directors is held. These resolutions are equally appropriate for use by a company that is not listed on a national securities exchange, but chooses to establish a nominating and corporate governance committee as a matter of good corporate governance. Note that these template resolutions are not state specific, and therefore require a review of the applicable state corporate law statute. State statutes permit the board of directors of a corporation to take action in lieu of a meeting by a unanimous written consent. Where relevant, examples from New York and Delaware corporation laws are cited for explanation purposes only. For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For further practical guidance, see NYSE and Nasdaq Board of Directors and Committee Governance Requirements under Sarbanes-Oxley and Dodd-Frank. For a template charter, see Nominating and Corporate Governance Committee Charter (SEC, NYSE, and Nasdaq compliant). For a model self-evaluation questionnaire, see Nominating and Corporate Governance Committee Self-Evaluation Questionnaire.