Common use of Committee Leadership Clause in Contracts

Committee Leadership. ● Each Committee must have one but may have up to two Chairs who will be Delegate(s) elected by the Council Members. If a Committee has only one Chair then that Chair is required to appoint a Vice Chair from that Committee’s Delegates to fulfill the duties of the Chair in the absence of the Chair. ● In addition to the Chair(s), each Committee must have a leadership team. The purpose of the leadership team is to ensure alignment between committees and the Board, especially involving budget matters. The leadership team shall be composed of: (i) the Committee Chair(s); (ii) a Hedera Board member appointed by the Hedera Chair to serve as the “Board liaison” for the applicable committee; and (iii) applicable Hedera officer(s) or senior staff members. Committee leadership teams are expected to meet in between committee meetings. ● Any Delegate who has maintained active status in a pre-existing Committee for a minimum of 90 days, may seek to become a Chair. Any Delegate may seek to become a Chair of a new, or newly re-chartered Committee. For each Chair vacancy, the Delegate(s) receiving the most votes from the Council Members shall become the Chair; provided, however, that to be elected as a Chair, a Delegate must receive the votes of at least one-third of the Council Members. ● If no nominated Delegate receives the votes of at least one-third of the Council Members, the Council Chair shall eliminate the nominee who received the lowest number of votes, and the Council Members shall vote again. This process may repeat as many times as necessary until one or both Chair vacancies are filled by nominees who receive at least one-third of the Council Member votes. If no nominee receives at least one-third of Council Member votes, the position shall remain vacant and the Council Chair shall fulfill the duties of the Committee Chair until a Delegate receives the votes of at least one-third of the Council Members. For the avoidance of doubt, a Committee may operate with one Chair in the case that no additional delegates are nominated or receive one third of Council Member votes. ● Each Chair will be elected to serve a term of no longer than two (2) years, to be specified by the Council Chair at the time of the election. Chairs may be re-elected to serve multiple terms. For the avoidance of doubt, Chairs may resign at any time by providing the Council Chair with written notice. ● Should a Chair seat be vacated before the end of the term, the Council may, at their discretion, choose to elect a new Delegate to complete the term. If a vacancy results in a Committee having no active Chair, the Council Chair shall fulfill the duties of the Committee Chair until the Council elects a new Delegate as Chair. ● The Committee Chair(s) shall be responsible for setting the agenda for, and presiding over the deliberations of, their Committee meetings. ● Chairs shall have the responsibility and authority normally associated with the role of chair of a deliberative body. For the avoidance of doubt, see Xxxxxx’s Rules of Order Newly Revised (RONR) for details. ● If Chairs are eligible for compensation pursuant to Xxxxxx’s Contributor Rewards Policy, Chair compensation shall be examined and approved on an annual basis.

Committee Leadership. ● Each Committee must have one but may have up to two Chairs who will be Delegate(s) elected by the Council Members. If a Committee has only one Chair then that Chair is required to appoint a Vice Chair from that Committee’s Delegates to fulfill the duties of the Chair in the absence of the Chair. ● In addition to the Chair(s), each Committee must have a leadership team. The purpose of the leadership team is to ensure alignment between committees and the Board, especially involving budget matters. The leadership team shall be composed of: (i) the Committee Chair(s); (ii) a Hedera Board member appointed by the Hedera Chair to serve as the “Board liaison” for the applicable committee; and (iii) applicable Hedera officer(s) or senior staff members. Committee leadership teams are expected to meet in between committee meetings. ● Any Delegate who has maintained active status in a pre-existing Committee for a minimum of 90 days, may seek to become a Chair. Any Delegate may seek to become a Chair of a new, or newly re-chartered Committee. For each Chair vacancy, the Delegate(s) receiving the most votes from the Council Members shall become the Chair; provided, however, that to be elected as a Chair, a Delegate must receive the votes of at least one-third of the Council Members. ● If no nominated Delegate receives the votes of at least one-third of the Council Members, the Council Chair shall eliminate the nominee who received the lowest number of votes, and the Council Members shall vote again. This process may repeat as many times as necessary until one or both Chair vacancies are filled by nominees who receive at least one-third of the Council Member votes. If no nominee receives at least one-third of Council Member votes, the position shall remain vacant and the Council Chair shall fulfill the duties of the Committee Chair until a Delegate receives the votes of at least one-third of the Council Members. For the avoidance of doubt, a Committee may operate with one Chair in the case that no additional delegates are nominated or receive one third of Council Member votes. ● Each Chair will be elected to serve a term of no longer than two (2) years, to be specified by the Council Chair at the time of the election. Chairs may be re-elected to serve multiple terms. For the avoidance of doubt, Chairs may resign at any time by providing the Council Chair with written notice. ● Should a Chair seat be vacated before the end of the term, the Council may, at their discretion, choose to elect a new Delegate to complete the term. If a vacancy results in a Committee having no active Chair, the Council Chair shall fulfill the duties of the Committee Chair until the Council elects a new Delegate as Chair. ● The Committee Chair(s) shall be responsible for setting the agenda for, and presiding over the deliberations of, their Committee meetings. ● Chairs shall have the responsibility and authority normally associated with the role of chair of a deliberative body. For the avoidance of doubt, see Xxxxxx’s Rules of Order Newly Revised (RONR) for details. ● If Chairs are eligible for compensation pursuant to Xxxxxx’s Contributor Rewards Policy, Chair compensation shall be examined and approved on an annual basis.