The Governance/Nominating Committee (“Committee”) is a committee of the Board of Trustees (“Board") of The Integrity Funds, Integrity Managed Portfolios, and Viking Mutual Funds (each a “Fund” together the “Funds”). The Committee shall serve in an advisory capacity to the Board of the Funds. The Committee shall also identify individuals qualified to become Board members, and recommend to the Board trustee nominations for election. The primary functions of the Committee will be:
- to select and nominate individuals qualified to serve as independent trustees of the Board;
- to take a leadership role in shaping the corporate governance of the Funds;
- to review and recommend Committee appointments;
- to lead the Board in its annual review of the Board’s performance; and
- to perform other related tasks, such as studying the size, compensation, committee structure, or meeting frequency of the Board.
The Committee will consist of three or more trustees, all of whom must be independent. There may be unexpected circumstances in which there are fewer than three trustees at which time the independent trustees of the Board will appoint a new Committee member as soon as reasonably possible. The independent trustees of the Board will appoint Committee members and the Committee chair and may replace members of the Committee for any reason. However, if the Board does not so designate a chairperson, the members of the Committee may do so by majority vote.
In order to be considered independent, a member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board, or any other Board committee (1) accept directly or indirectly any consulting, advisory, or other compensatory fee from the Funds or any subsidiary thereof; or (2) be an "interested person" of the Funds as defined in Section 2(a)(19) of the Investment Company Act of 1940 (“1940 Act”) or as provided in the Policy with Respect To Fund Governance. Please refer to the fund governance policy for more discussion on membership.
The Committee will meet at least quarterly or more frequently as circumstances require without interested trustees present as to meet Rule 0-1(a)(7) requirements under the 1940 Act. All Committee members are expected to attend each meeting in person; however, members may attend telephonically, and the Committee may also act by written consent, to the extent permitted by law and by the Funds’ by-laws. Members of management, independent legal counsel, auditors, or others may be asked to attend meetings and provide pertinent information as necessary.
The Committee shall have the authority to meet privately, and shall prepare and retain minutes of these meetings and appropriate documentation of decisions made.
A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee.
To fulfill these responsibilities, the Committee shall:
- provide oversight of the evaluation of the Board and Fund management;
- make reports to the Board as deemed advisable;
- review at least annually what has been disclosed to the committee as Investment Company Institute (ICI) industry “Best Practices”;
- review all committee member qualifications, consider changes in committee memberships and evaluate committee effectiveness, structure and operations;
- evaluate at least annually the performance of the Board and the committees of the Board, including consideration of the effectiveness of the committee structure of the Board and the number of funds on whose Boards each trustee serves
- review and reassess the adequacy of the Charter annually and recommend any proposed changes to the Board for approval; and
- perform such other functions as required by law or assigned by the Board.