Article 9. – Committees Of Directors and Other Committees


Section 9.1. Standing Committees of the Board of Directors.
There shall be five (5) standing committees of the Board of Directors, constituted as stated below:


A. Executive Committee.
The membership of this committee shall consist of the Chairperson of the Board, the Vice Treasurer (who shall chair the Investment & Succession Committee), the President, the Vice President, the Secretary, Vice President of Membership. the Chairperson of the Nominating Committee and the Chairperson of the Audit Committee. The membership of the committee shall be constituted at each annual meeting of the Board of Directors and upon the election or appointment of a new person to hold any of the constituent positions.

The Executive Committee shall be empowered, interim to meetings of the Board of Directors, to implement Board policy, or in unusual cases to act on behalf of the Board, subject to ratification of such action by the Board.

 

Figure 2: Executive Committee


B. Nominating Committee.
The membership of this committee shall consist of at least three (3) Directors. The chairperson and members shall be appointed at each annual meeting of the Board of Directors by the Chairperson of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. In addition to any duties specified elsewhere herein, or as delegated to it from time to time by the Board of Directors, the Nominating Committee shall, inform the Board in a timely manner each year of the names of the nominees for the Board of Directors, and obtain the approval of such nominees by the Board of Directors. At the intervals specified in these Bylaws, the committee shall, nominate for election to the Board of Directors, a slate of principal elected and principal appointed officers of the Corporation, who shall be chosen directly by secret ballot an affirmative vote of a majority of the Membership . In the case of the Board of Directors filling a vacant office, ,nominees for election shall be chosen directly by secret ballot by the Board of Directors. All such officers shall be elected by the Board of Directors upon the affirmative vote of a majority of the Directors then in office.

 

C. Audit Committee.
The membership of this committee shall consist of at least three (3) Directors. The President and Treasurer shall not be a member of the committee. The chairperson and members shall be appointed at each annual meeting of the Board of Directors by the Chairperson of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. The committee shall oversee the Corporation's internal accounting and operational controls, including assessment of financial, operational, and compliance risk management; manage the relationship with the Corporation's independent auditor(s); review the Corporation' financial statements and the findings of the independent auditor(s); establish and maintain procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by members of the Corporation of concerns regarding questionable accounting or auditing matters; and perform other functions as requested by the Board.

 

Figure 4: Audit Committee

 

D. Compensation, Investment & Succession Committee.
The membership of this committee shall consist of at least three (3) Directors, including the Treasurer, who shall serve as chairperson of the committee. The President shall not be a member of the committee. The members shall be appointed at each annual meeting of the Board of Directors by the Chairperson of the Board and confirmed by the affirmative vote of a majority of the Directors then in office. The committee shall establish the Corporation's general policy regarding oversee the management of the assets of the Corporation; develop a succession plan for Corporation leadership; and perform other functions as requested by the Board.

 

 

Figure 5: Compensation, Investment & Succession Committee

 

E.       Development Committee.

The membership of this committee shall consist of at least four (4) Directors, including the Treasurer, who shall serve as chairperson of the committee. The President, Vice President and Vice President of Membership shall be a members of the committee. The committee shall oversee the fundraising process of the corporation.

 

Figure 6: Development Committee


Section 9.2. Other Committees of the Board of Directors
The Board of Directors may, by the affirmative vote of a majority of the Directors then in office, appoint one or more other committees whose membership shall consist of Directors, for such purposes and with such powers as the Board of Directors, consistent with law, may provide. The chairmen and members of such committees shall be appointed by the Chairperson of the Board and confirmed by the affirmative vote of a majority of the Directors then in office


Section 9.3. Tenure.
Subject to the provisions of these bylaws, each officer shall remain a member of the Executive Committee until the expiration of his/her term of office. Each member of any other committee of the Board of Directors, shall hold office until the next annual meeting of the Board of Directors following his/her appointment and until his/her successor is designated by the Chairperson of the Board and confirmed by the Board of Directors.


Section 9.4. Meetings and Notices.
Regular meetings of the standing or other committees of the Board of Directors may be held upon the giving of at least five (5) business days' notice by the committee chairperson. They may also be held at such times and places as the committees may determine from time to time by resolution. Special meetings of Board committees may be called by the committee chairperson or any two members upon not less than two (2) days' notice. Any member of a Board committee may waive notice of any meeting thereof, either before or after the meeting, by signing a waiver of notice which shall be filed with the records of such meeting. The presence of a member at any meeting without objection also shall constitute a waiver of any required notice.

 

Section 9.5. Quorum.
A majority of the members of a standing or other committee of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting thereof. The vote of a majority of the members of a committee of the Board of Directors present at a meeting at which a quorum is present shall constitute action by the committee.


Section 9.6. Action Without A Meeting.
Any action required or permitted to be taken at a meeting of a committee of the Board of Directors may be taken without a meeting if all members of the committee consent thereto in writing or by electronic transmission and the writings or electronic transmissions are filed with the minutes of proceedings of the committee.


Section 9.7. Attendance By Telephone
Members of committees of the Board of Directors may participate in a meeting by means of conference-type speaker telephone or similar communications device by which all persons participating in the meeting may hear each other clearly. Such participation shall constitute presence in person at the meeting.


Section 9.8. Vacancies.
Any vacancy occurring among the positions on the Executive Committee may be filled by election of a Director to hold the pertinent office. Any vacancy occurring on any other committee of the Board of Directors, may be filled by appointment by the Chairperson of the Board, confirmed by the affirmative vote of a majority of the Directors then in office.


Section 9.9. Resignation or Removal from Committee.
Any member of any standing or other committee of the Board of Directors may resign from the committee at any time by giving notice to the committee chairperson, the President and Chief Executive Officer or the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof. Any member of a committee of the Board of Directors other than the Executive Committee may be removed from the committee when it is judged by the Board of Directors that the best interests of the Corporation will be served thereby. Any member of the Executive Committee may be removed from that committee when it is judged by the Board of Directors that the best interests of the Corporation will be served thereby, by the affirmative vote of a majority of the Directors then in office. In the event a Corporation officer is removed from the Executive Committee under the foregoing provisions, such removal will concurrently serve to remove the officer from Corporation office under provisions of Article 7, Section 7.7, and the minutes of the meeting shall so reflect.


Section 9.10. Procedure.
All committees established under this Article shall keep regular minutes of their proceedings, and the chairperson of each such committee shall report any actions taken to the Board of Directors at the next meeting thereof held after the committee meeting. The minutes of such committee meetings shall be distributed to all members of the Board of Directors and filed with the Secretary of the Corporation

 


Sponsors

Platinum Sponsors

TerraVerde.png

Sophos Logo CMYK PR 1


Gold Sponsors

darktrace owler 20161122 182345 original1

Valley Events

SWCSF

June 3, 2019
6:00 to 9:00 PM

UAT Theater
2625 W. Baseline Rd.
Tempe, AZ

Chapter Announcements

Volunteer
Safe & Secure Online Logo

Help Support Your Chapter

BBVA