Organizational Committee Charter Template

ORGANIZATIONAL COMMITTEE CHARTER

This Charter is entered into by and between Organization Name: and the undersigned committee established as Committee Name: . Effective Date:

WHEREAS

WHEREAS, Organization Name desires to establish a standing or ad hoc committee to provide oversight, guidance and recommendations regarding the matters set forth below; and

WHEREAS, the Committee is chartered to act pursuant to the authority delegated by the Board of Directors or authorized executive of Organization Name, and the Committee's membership and authorities shall be as set forth in this Charter;

WHEREAS, the parties intend for this Charter to define the Committee's scope, responsibilities, term, reporting obligations and administrative procedures.

SCOPE OF WORK

The Committee shall perform the following duties, responsibilities and functions consistent with applicable law and Organization Name policies. The Committee's duties shall include, without limitation:

MEMBERSHIP AND AUTHORITY

MEETINGS, QUORUM AND DECISIONS

Meetings shall be held at the frequency determined by the Committee or as required by Organization Name. Notice of meetings shall be provided to members in advance and minutes shall be recorded.

PAYMENT TERMS

If members or third parties are to be compensated for services or reimbursed for expenses, such compensation shall be administered in accordance with Organization Name policies and the terms set forth below.

TERM AND TERMINATION

This Charter shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Charter.

Either party may terminate this Charter for convenience upon giving written notice to the other party not less than Notice Period (days): days prior to the intended termination date. Termination shall not affect accrued obligations incurred prior to the effective date of termination.

CONFIDENTIALITY

The Committee and Organization Name acknowledge that in the course of performing duties under this Charter, members may receive Confidential Information. Confidential Information means non-public business, financial, personnel, strategic, technical or other information identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

REPORTING AND RECORDS

CONFLICTS OF INTEREST AND INDEMNIFICATION

Committee members shall disclose any actual or potential conflicts of interest and recuse themselves from deliberations or votes where a conflict exists. Organization Name may adopt procedures to manage or eliminate conflicts.

AMENDMENT

This Charter may be amended only by written agreement signed by an authorized representative of Organization Name and the Committee Chair or other authorized delegate. Any amendment shall be effective as of the date set forth in the written amendment.

GOVERNING LAW

This Charter shall be governed by and construed in accordance with the laws of the jurisdiction identified below, without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Charter constitutes the entire agreement between Organization Name and the Committee with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

MISCELLANEOUS PROVISIONS

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