2022 Atlanta Board of Trustees Meeting

applicants who meet these qualifications. These elections shall coincide with the Board and Officer elections. Committee members will be subject to a term limit of three consecutive terms. If the Nominating Committee determines that a particular Committee member is an exceptional fit for this position, then the Nominating Committee may waive the three consecutive term limit for such Committee member. The third member of the Committee shall be a former member of the Board of OMA, who shall be appointed by the Board to be the Chairperson of the Committee for a two year term, with eligibility to serve successive terms if appointed to such successive terms by the Board. This third member of the Committee must have served on the Board within ten years of the time of their appointment. If there are not enough candidates willing and deemed appropriate by the Nominating Committee to run in this election, then the Board may appoint willing members to serve on this committee. Vacancies in the Committee shall be filled by appointment of the Board. Notwithstanding anything in this Charter to the contrary, due to the transition in the membership meeting schedule in 2024, when the OMA will transition from two regularly scheduled membership meetings to one spring meeting, on a special one-time basis, the Board may adjust the election cycle and terms with respect to members of the Committee, to alter terms to coincide with the annual membership meeting schedule. b. Use of Outside Resources - Additionally, the Committee shall have the ability to engage and consult outside resources as needed for particulars of any complaint examination or resolution. The Committee shall consult the OMA Executive Director and OMA Counsel as necessary or advisable in connection with any investigation or decision-making process. a. Conflict of Interest – Members of the Committee shall adhere to the OMA Conflict of Interest Policy in all Committee functions, including examinations and decision making. If, due to conflict of interest or otherwise, the Committee has insufficient members to conduct any examination or decision-making function, the Board may appoint interim members to the Committee in order that the Committee may discharge its function and obligations. b. Confidentiality - All Committee Members must sign and adhere to the OMA Committee Member Confidentially Agreement as a condition to serving on the Committee. All Committee activities shall be held in strict confidentiality, except as otherwise Conflict of Interest and Confidentiality

III.