1. Scalability

2. What organizational structure will help us achieve the key enablers while allowing us to grow and preserve our principles?

3. Types of Committees Standing – Exists until dissolved by Board decision or Executive Committee decision. Frequently has significant authority to act within its assigned area on behalf of the board. The board normally accepts all recommendations from a standing committee. Ad hoc - Formed to handle a specific issue that does not fall with the assigned area of an existing standing committee. Dissolved automatically when task is complete. May have authority act on behalf of the board.

4. Committees are Defined by Terms of Reference A committee is created by: Board vote Executive Committee action Chairperson action. Can be proposed by a board member, e.g., as part of a committee proposal, or referred to an existing committee to be drafted. Terms of Reference for a committee must be approved either by the Board, Executive Committee, or the Chairperson as part of the committee creation vote. The Terms of Reference define what is expected to be done by a committee, and how and when it expects it to be accomplished. A committee can not be created without terms of reference. The committee project reports to the Board, Executive Committee and general community via the Boca and Arrow format.

5. Terms of Reference Details Committee Type – standing or ad hoc Purpose – why does the committee exist/what is it expected to do? Authority – what if anything is the committee empowered or prevented to do on behalf of the board? Reporting dates (esp. for ad hoc) – when will the committee report back? Format will be Boca Arrow Composition – any rules or restrictions relating to how the committee can be composed? Identification of Chairperson and or co-chairpersons Resources - $$ or other resources available to the committee, if appropriate.

6. Scalability Councils Architecture Clinical Requirements Committees Finance & Compensation Legal Marketing Membership Project Review Executive

7. Summary Standing Committee Structure Executive Committee (standing) Finance and Compensation Committee (standing) Legal Committee (standing) Marketing Committee (standing) Membership Committee (standing) Project Review Committee (standing)

8. Committee Chairperson or Co-chairpersons Committee chair reports to the Board Chairperson on behalf of the committee. Committee can be chaired or co-chaired by any anyone who has the appropriate skills, knowledge and is endorsed and approved as part of the approval of the Terms of Reference for the committee: Examples of Chairpersons Steward Project Lead Associate Member Industry leader Contractor Management of the committee is the responsibility of the Chairperson.

9. Selection of Committee Chair Key points: a) Chair knows what they are getting into, b) equitable opportunity to participate, c) informed voters. Board or Executive Committee approves Terms of Reference to create committee. OHT Board Chairperson circulates Terms of Reference to all Board Members and or Executive Committee members, with request for nominations, indicating when nominations will be closed. Nominations are sent to board chair, with short bio. Bylaws do not restrict who may nominate someone. Nominations close (no sooner than 2 weeks later). If only 1 nominee, they are acclaimed by Board Chairperson, otherwise nominations/bios sent to either Board or Executive Committee with details of election date. No sooner than 2 weeks later, Board Chairperson conducts an election either electronically or at a meeting. Votes will be conducted so that individual votes are not made known until all votes are in, at which time details of voting will be published to the board.

10. Committee Members There is, unless specified in the terms of reference, no restriction on committee membership. Committee membership is open to participants from all member and non member organizations. The number of participants per member organization may be limited (to no less than 1) at the chair’s discretion. Regardless of the number of participants from a given organization, each organization has only 1 vote in the committee. Committees are working groups, and in order to be effective they need active committed participants.

11. Committee Chair Terms of Service Ad hoc committee chair serves until task complete. Standing committee chair serves for 1 year. A committee chair may resign at any time. The Board or Executive Committee may vote to replace a committee chair. The Committee Chair services at the pleasure of the Board Chairperson. Lack of a committee chair will trigger an election unless board immediately dissolves the committee. Another committee member may act as chair until the election is completed.