Governance and Organization Committee Charter

(Adopted January 9, 2007)

PURPOSE AND ORGANIZATION

There shall be a standing committee of the Board of Directors (“Board”) of the Kansas Bioscience Authority (“Authority”) known as the Governance and Organization Committee (“Committee”). The Committee will assist the Board in fulfilling its responsibilities by recommending key policies related to Authority governance and organization. The Committee may also have such other duties as may from time to time be assigned to it by the Board. The Committee may retain consultants and advisors in its sole discretion and at the Authority's expense.

The Chairperson of the Board will determine the number of members of the Committee from time to time, which number will not be less than three (3). The Chairman of the Board will appoint the members of the Committee from among the voting directors on the Board. Members of the Committee may not receive compensation, either directly or indirectly, from the Authority for their participation as a member of the Committee.

Each Committee member will be appointed for a one (1) year term, and will hold office until a successor is elected and qualified or until such director’s earlier death, resignation, or removal. A Committee member will be deemed to have been removed from the Committee concurrently with and upon such member's removal or resignation from his or her position as a director on the Board. Vacancies resulting from death, resignation, or removal of a member or newly created Committee memberships resulting from any increase in the authorized number of members will be filled by the Chairperson, and any member so chosen will hold office until the next annual appointment of members by the Chairperson of the Board at which such member's successor is duly appointed, or until such member's earlier death, resignation, or removal.

The Committee will have a Chairperson and a Vice-Chairperson as designated by the Chairperson of the Board from the Committee’s membership. The Committee Chairperson is responsible for the leadership of the Committee, including scheduling and presiding over meetings, approving agendas, and making regular reports to the Board. The Committee Vice-Chairperson, in the absence or disability of the Committee Chairperson, is to perform all of the duties of the Committee Chairperson. A majority of the members of the Committee will constitute a quorum. The Chairperson of the Board will cast the deciding vote to break any deadlocked vote of the Committee.

The Committee will meet at least annually and as the Committee considers necessary. The Committee Chairperson or a majority of the Committee’s members may call a Committee meeting whenever he, she, or they believe there is a need.

The Committee will comply with the record keeping and reporting obligations contained in Section 6.7 of Article VI of the Authority's Bylaws, as amended.

RESPONSIBILITIES

The Committee shall be responsible for the following functions:

• Determining, recommending, or approving governance processes and the organizational structure most appropriate for enabling the Authority to achieve its mission.
• Reviewing with the CEO matters relating to management succession.
• Conducting periodic reviews of the Authority’s Bylaws and recommending amendments to the Bylaws as may be necessary for the Authority to achieve its mission.
• Conducting orientation for new directors.
• Maintaining a program of continuing education for existing directors that focuses on, among other things, evolving standards of corporate responsibility and sound corporate governance; and educating the board and appropriate management staff about the laws and regulations that govern the conduct of the Authority to ensure effective compliance therewith.
• Conducting periodic self-assessment programs for the Board of Directors of the Authority.