Consideration and Adoption of a Resolution Increasing the Number of Members of the Board of Governors

Summary

The Board of Governors will consider adopting a resolution to increase the authorized number of members of the Board of Governors in order to strengthen governance capacity, broaden oversight, and support the organization’s continued growth. The resolution would authorize the appropriate officers and General Counsel to take any necessary steps to implement the expansion in accordance with governing documents and applicable law.

Full text

A RESOLUTION INCREASING THE NUMBER OF MEMBERS OF THE BOARD OF GOVERNORS

WHEREAS, the Board of Governors is responsible for the oversight, governance, and strategic direction of the organization;

WHEREAS, the organization has continued to grow in scope, complexity, and operational responsibility;

WHEREAS, the Board of Governors has determined that increasing the number of members serving on the Board would strengthen governance capacity, improve oversight, and allow for additional expertise in areas including operations, finance, legal, compliance, risk management, and organizational strategy;

WHEREAS, the Board desires to increase the authorized number of members of the Board of Governors from ___ members to ___ members;

NOW, THEREFORE, BE IT RESOLVED, that the Board of Governors hereby approves increasing the authorized number of members of the Board of Governors from ___ members to ___ members, effective upon adoption of this Resolution or on such later effective date as may be determined by the Board;

FURTHER RESOLVED, that the appropriate officers, managers, or authorized representatives of the organization are hereby authorized and directed to take all actions necessary or advisable to implement this Resolution, including identifying, vetting, and presenting qualified candidates for appointment or election to the Board of Governors;

FURTHER RESOLVED, that any appointments or elections to the Board of Governors shall be made in accordance with the organization’s governing documents, applicable law, and any policies or procedures adopted by the Board;

FURTHER RESOLVED, that General Counsel is authorized and directed to review the organization’s governing documents and advise the Board regarding any amendments, consents, notices, filings, or other actions required to give effect to this Resolution;

FURTHER RESOLVED, that all prior actions taken by the officers, managers, authorized representatives, or General Counsel in connection with the matters described in this Resolution are hereby ratified, confirmed, and approved.

Documents & reports

• Resolution Draft Legislation — Benjamin Blevins

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