Section 422. Executive Compensation Committee. -- The Board of Governors shall designate an Executive Compensation Committee which shall consist of the Immediate Past President, who shall be Chair, President, President-Elect, Vice President, Treasurer, and two non-officer members of the Board of Governors, appointed by the President-Elect, which appointments shall take effect upon the commencement of his or her term as President. Each non-officer member appointed to the Executive Compensation Committee shall serve a two-year term. The terms of the non-officer members shall be staggered. If a non-officer member resigns from the Committee or ceases to be a member of the Board of Governors, the current President shall appoint a member to fill the remaining term of the resigning non-officer member who resigned or ceased to be a Board member. The Committee shall be responsible for: (1) annually reviewing the Executive Director’s performance; (2) reviewing and recommending to the Board the terms of the Executive Director’s contract of employment and any amendments thereto; and (3) reviewing and authorizing financially nominal expenditures for the professional growth and development of the Executive Director or other perquisites of office, as authorized by the terms of any contract of employment. The Committee shall meet at least two times a year; additional meetings may occur as the Chair deems necessary. Internal operating procedures shall be established by the Board in order to assist with the discharge of it’s the Committee’s duties. The Committee shall report on all meetings, and any actions resulting therefrom, to the Board at the next regularly scheduled Board meeting.