Board Composition and Nomination Policy Introduction This Nomination Policy (the “Policy”) provides a process for the nomination of directors to the AIM Board of Directors (the “Board”). The nomination process will be conducted by the Governance Committee (the “Committee”) with input from the Executive Committee. Board composition goals AIM seeks directors who are committed to its mission of promoting a viable food system, educating the public about the benefits of buying fresh and locally grown food, and bringing farmers and communities together. To that end, AIM desires that the composition of the Board broadly reflect AIM’s constituents and communities, and that individuals who have engaged in farming, ranching, fishing and other forms of agricultural production for a substantial portion of their present working lives will represent a minimum of 50% of the Board. Director qualities AIM looks for individuals (“Potential Nominees”) who bring a diversity of gender, race, ethnicity, age, experiences, and geography to the Board; possess fundraising, finance, education, legal and other relevant skills; have experience with nonprofits including especially agriculture and education organizations; demonstrate proven leadership and management ability, and have community presence and reputation. Individuals who sell at AIM’s farmers’ markets are eligible to serve on the Board. Input The Committee will reach out to the Executive Committee for their advice and assessment of the Board’s current composition and needs, and will seek the Board’s input in identifying Potential Nominees. The Committee may seek guidance in identifying Potential Nominees from representative stakeholders, such as health and nutrition experts, restaurant owners, market patrons, and government officials. The Committee may also seek the advice of organizations such as Marin Agricultural Land Trust; Marin Organic; Marin County Farm Bureau; University of California Cooperative Extension, Marin County; the Marin County Agricultural Commissioner and other relevant organizations and individuals. Finally, the Committee may consider market participants who identify an interest in Board service in vendor applications or otherwise. Outreach and vetting The Committee will reach out to Potential Nominees to determine their interest in potential Board membership. The Committee will obtain as appropriate information regarding skills, experience, motivations, giving capacity and other qualifications, including an application, as may be reasonably necessary to determine if the Potential Nominee meets the identified needs of the Board. The Committee will vet Potential Nominees as appropriate, including reviewing the gathered information and interviewing the Potential Nominee. The Committee may contact references and conduct an informal background check as appropriate. Following completion of the vetting process, the Committee will identify a group of nominees (the “Nominees”). All current Board members who wish to serve another term must reapply as well. Recruitment Once the Nominees have been identified, the Committee will engage in recruiting activities as appropriate. The Committee may invite a Nominee to meet with AIM executives and Board members to discuss AIM, Board member roles and responsibilities, market operations and fundraising expectations. The Committee may set up a tour of AIM’s offices and markets, and invite the Nominees to attend a Board meeting. Committee vote The Committee will vote on each Nominee. Those Nominees receiving a majority vote will be forwarded to the Board. Communication of Nominees The Committee will communicate its nominations by sending a notice to both the Board Chair and the Executive Director. A representative of the Committee will present the Committee’s nominations to the Board. Board vote The Board will consider the Nominees forwarded by the Committee in conducting its selection of directors. Board review This Policy describes generally AIM’s approach to Board composition and nomination. The Board may amend this Policy at any time. 2/7/13 2
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