BOARD OF REGENTS

SMITHSONIAN INSTITUTION

CHARTER OF THE GOVERNANCE AND NOMINATING COMMITTEE

OCTOBER 2022

I. Establishment

A. The Bylaws of the Board of Regents establish the Governance and Nominating 

Committee. See Bylaw 4.06.

II. Statement of Purpose

The purpose of the Governance and Nominating Committee is to (1) review, on an 

ongoing basis, the Smithsonian Institution’s governance practices and provide 

recommendations to the Board of Regents to maintain or improve such practices in 

keeping with the best practices of other appropriate comparable institutions; (2) assess 

the effectiveness of the Board and its members and committees; (3) recommend 

candidates for service as citizen Regents; (4) regularly receive reports on decisions or 

substantive actions taken by the Executive Committee between Board meetings; (5) 

nominate candidates for election as Chancellor, Chair, or members of the Executive 

Committee, and for such other nominations or recommendations as may be required by 

the Board from time to time; (6) provide programmatic guidance and direction; and (7) 

review major programmatic initiatives and ensure their consistency with the 

Smithsonian’s mission and nature as a public trust. See Bylaw 4.06.

III. Appointment, Membership, and Length of Service

A. Appointment

1. The Governance and Nominating Committee shall consist of no fewer than three 

(3) and no more than six (6) Regent members. The Committee also may consist 

of non-Regent members well-chosen for their expertise of relevance to the 

duties and responsibilities of the Committee. 

2. With approval of the Board of Regents, the members of the Governance and 

Nominating Committee shall be appointed by the Chancellor.

3. The Board of Regents, in accepting the Report of the Nominating Committee 

(now Governance and Nominating Committee) on January 6, 2003, provided 

that:
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a) Sitting committee chairs may recommend to the Governance and

Nominating Committee the preferred membership and chairmanship for 

their respective committees for the ensuing calendar year.

b) The Governance and Nominating Committee proposes for Regents’ 

consideration at the first Regents’ meeting of each calendar year a motion 

including recommended memberships and chairmanships for all committees.

B. Membership

1. A sitting Regent majority shall be maintained on all committees, except as 

explicitly stated in a specific committee’s charter. Non-Regent committee 

members (including Regent Emeriti) should be well-chosen for their expertise. 

2. Non-Regent members of the Governance and Nominating Committee shall be 

subject to the same ethics guidelines as apply to the Regents.

C. Length of Service

1. With the approval of the Board of Regents, a Regent may serve on the 

Governance and Nominating Committee for the length of his or her term as a 

Regent, but in no event longer than twelve (12) years. With the approval of the 

Board of Regents, a non-Regent may serve up to six (6) years as a non-Regent 

member of the Governance and Nominating Committee.

2. The Board of Regents, in accepting the Report of the Nominating Committee on 

January 6, 2003, provided that a Regent may be appointed as a Regent Emeritus 

and encouraged to continue his or her service to the Smithsonian by serving as 

many as but no more than three (3) years on selected committees following his 

or her active service as a Regent. The Governance and Nominating Committee 

will review the effectiveness of any Governance and Nominating Committee 

member serving as a Regent Emeritus along with that of all of the Regents in its 

annual nominations.

IV. Rules for the Conduct of Meetings of the Governance and Nominating Committee

A. Governance and Nominating Committee Policies and Procedures

The Governance and Nominating Committee shall have power to adopt rules for the 

conduct of its business with respect to all matters not provided for in the Bylaws or 

as provided by the Board of Regents. See Bylaw 4.11.
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B. Chair

1. The Committee Chair shall be appointed by the Chancellor, with the approval of

the Board of Regents. See Bylaw 4.11. Only sitting Regents are eligible to be

Chair of the Committee.

2. If the Committee Chair is unable to attend a meeting, a substitute Chair, for 

purposes of that meeting only, will be identified among those members who 

have indicated that they will be present. 

C. Meetings

1. The Committee will hold not less than three (3) meetings each year and such 

additional meetings as the Committee Chair may deem necessary or appropriate.

2. The Committee Chair or any three members of the Governance and Nominating 

Committee may call special meetings of the Committee.

3. Notice of the meetings of the Governance and Nominating Committee may be 

given by hand delivery, by deposit in the U.S. Mail, by express mail, by electronic 

facsimile, or by electronic mail.

4. Members of the Governance and Nominating Committee will be provided an 

agenda in advance of each meeting.

5. The meetings of the Governance and Nominating Committee may be conducted 

in person, by videoconference, or by telephone conference call.

6. If a majority of the Governance and Nominating Committee agrees, the 

Committee may conduct business by written ballot (whether in paper or 

electronic format) without a meeting. The vote of a majority of the ballots 

submitted shall constitute the action of the Committee.

D. Quorum

1. Section 4.06 of the Bylaws of the Board of Regents provides:

. . . [A] majority of the members of all standing committees . . . shall constitute a 

quorum.

2. In the absence of a quorum, a lesser number may adjourn the meeting.

V. Responsibilities and Duties of the Governance and Nominating Committee

A. The responsibilities and duties of the Governance and Nominating Committee shall 

include the following:
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1. develop and recommend to the Board of Regents policies for the corporate 

governance of the Smithsonian, which are informed by best practices and the 

principles of promoting accountability and transparency, to improve Smithsonian 

operations in support of its mission;

2. oversee implementation of corporate governance principles adopted by the 

Board of Regents, review on a regular basis the overall corporate governance of 

the Smithsonian Institution, and recommend improvements when necessary;

3. develop and recommend to the Board, oversee the implementation and 

effectiveness of, and recommend modifications as appropriate to any policies or 

documents relating to the governance of the Smithsonian Institution, including 

the Regents’ Bylaws;

4. coordinate and oversee the annual self-evaluation of the role and performance 

of the Board of Regents and its committees;

5. establish policies to promote and monitor honest and ethical conduct by 

Regents, officers, employees and volunteers of the Smithsonian Institution in the 

performance of their duties;

6. develop and follow strategies to identify individuals qualified to become citizen 

members of the Board of Regents, ensuring that a diversity of expertise, fields of 

interests, professions, residential jurisdictions, gender, and race are represented 

on the Board. The Committee will aim to maintain the appropriate mix of skills, 

experience, and background needed for the business of the Board of Regents.

The Nominating Committee will also seek individuals who have integrity, 

independent judgment, an understanding of the mission of the Smithsonian 

Institution, and the willingness to devote adequate time and effort to the 

responsibilities of the Board of Regents. Acting in anticipation where possible, 

the Nominating Committee will propose to the Board of Regents the nomination 

of such distinguished individuals to serve statutory terms of six (6) years as 

vacancies develop;

7. develop and follow strategies to consider and propose the nomination of sitting 

members of the Board of Regents for an additional statutory term of six (6) 

years. The Committee will determine the qualifications and suitability of the 

Regent for a second term, will determine the Regent’s level of interest in 

continuing service, and will weigh the interests of the other members of the 

Board of Regents before calling for a vote on the Regent’s re-nomination;

8. recruit and nominate a Regent to stand for election as Chancellor of the 

Smithsonian Institution and Chair and Vice Chair of the Board of Regents when 

vacancies in such positions arise;
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9. recruit and nominate, in consultation with the Executive Committee, Regents to 

stand for election to the Regents’ Executive Committee;

10. fulfill the Board of Regents’ needs for any additional nominations or 

recommendations as may be required from time to time. As directed by the 

Board of Regents on January 6, 2003, the Committee will annually review and 

make recommendations on Regents’ committee membership rosters and 

chairmanships, in consultation with each committee’s chair, to ensure at the 

beginning of each calendar year that the Regents’ talents and energies are 

equitably distributed, that every Regent is provided an opportunity to serve, and 

that all of the committees have a sufficient number of members and a sufficient 

mix of skills, experience, and background needed to carry out their 

responsibilities. In so doing, the Committee will confer with the chairmen of each 

of the committees; 

11. provide guidance and direction on the development and implementation of 

programmatic policies, practices, and procedures;

12. review major programmatic initiatives and ensure their consistency with the 

Smithsonian’s mission and nature as a public trust; and

13. undertake such other matters and review such other issues as may be directed 

from time to time by the Board of Regents.

VI. Communications and Minutes.

A. The Committee Chair will report orally or in writing to the Board of Regents on other 

matters discussed at the most recent Committee meeting.

B. Minutes of each meeting of the Governance and Nominating Committee will be 

prepared. Draft minutes will be provided to all members for their review and, upon 

approval, will be made a part of the official record of the proceedings of the Board 

of Regents. If the Committee has not formally approved the minutes prior to the 

next meeting of the Board of Regents, a draft of the minutes will be provided to the 

Regents. The Board of Regents will be informed subsequent to their meeting if any 

significant changes are made in the final version of the Governance and Nominating 

Committee minutes. The official record of the Board of Regents proceedings for any 

given Regents’ meeting will incorporate the latest version of the Governance and 

Nominating Committee’s minutes at the time the official record is published.
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VII. Resources and Authority

A. Staff Support and the Retention of Outside Advisors

The Committee may, without further action by the Board of Regents, retain any 

external advisors, attorneys, consultants, and accountants (collectively “Advisors”) it 

deems necessary to carry out the Committee’s responsibilities. The Smithsonian will 

adequately fund the costs and expenses of these Advisors under arrangements that 

assure the independence of these Advisors and their loyalty to the Institution, the 

Board of Regents, and the Committee. See Bylaw 4.09.

B. Indemnification

Section 2.12 of the Bylaws of the Board of Regents provides:

Members of . . . Regents’ Committees . . . may be indemnified for any and all

liabilities and reasonable expenses incurred in connection with any claim, action, 

suit, or proceeding arising from present or past service for the Smithsonian 

Institution, in accordance with resolutions adopted by the Board.

C. Expenses

1. Section 4.11 of the Bylaws of the Board of Regents provides:

. . . Expenses of members in attending meetings of committees established by the 

Board of Regents, including travel expenses to and from the place of meeting, 

may be paid by the Institution . . . .

2. It is understood that expenses claimed shall be appropriate and reasonable in 

keeping with the public trust with which the Institution has been entrusted.

VIII. Periodic Review

A. Charter Review

1. As part of its continuing commitment to the governance practices of the 

Institution, the Committee may propose changes to this Charter. 

2. The Committee will review and assess at least annually the adequacy of the 

Governance and Nominating Committee Charter. The Committee will submit 

proposed revisions to the Board of Regents for its approval.
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B. Committee Performance

The Committee will at least annually evaluate its own performance with respect to 

the requirements of the Charter in such a manner as the Committee deems 

appropriate.