John P Mcgovern Museum of Health &

“The Executive Committee consists of the Chair, Vice Chair, Secretary, Treasurer, the Chairs of the Development, Governance and Compensation, and Program Committees; the President of the Museum, the Executive VP of the Harris County Medical Society while serving as a Director of the Museum, the Advisory Board Chair as members with full voting rights, and at least one or up to three at-large members appointed by the Chair from among its Directors with the approval of a majority of the Executive Committee. The Chair of the Museum serves as Chair of the Executive Committee. The Executive Committee may exercise all of the authority of the Board in the management of the business and affairs of the Museum together with all funds of the Museum, except where action of the full Board is required by statute or by the Certificate of Formation. The Executive Committee performs the following duties: - Fixes the policy of the Museum subject to the affirmative approval of the Board. - Examines the Museum's monthly financial reports. - Develops a strategic plan for recruitment of candidates for Board membership and for the development of at-large Board members after identifying and considering demographic and skill area gaps in relationship to the Museum's current and strategic needs. - Recommends potential candidates to the Board for consideration for appointment as at-large Board members. The Executive Committee meets monthly as needed or as often as necessary to dispatch pertinent business on call of the Chair or by request of any three Committee members. Minutes of each meeting of the Executive Committee are presented to the Board at its first meeting following such Executive Committee meeting.”

“Nine of the Museum's Directors are appointed by the Executive Board of the Harris County Medical Society. Baylor College of Medicine, University of Texas Medical School, and the Houston Independent School District each appoint one Director.”

“Form 990 is reviewed by the Controller and the Finance Committee. A copy of the approved form is provided to all Directors prior to filing with the IRS.”

“At the beginning of each year, Directors are asked to complete and sign a Conflict of Interest Questionnaire & Confidential Policy. Any disclosures and all material facts are discussed with the interested person and then discussed by the Board to determine and vote on whether a conflict of interest exists. If a conflict is determined to exist, the Director in question is asked to recuse themselves from vote and/or action on related issue(s).”

“The Governance & Compensation Committee considers the following when recommending and deciding the CEO's compensation: performance evaluation results, overall performance of the organization, terms of the CEO employment agreement, and compensation data of similar positions in similar nonprofit organizations. This process is also followed to determine the compensation of other officers.”

“Available to the public upon request.”