Committees of the Board


STANDING AND SPECIAL COMMITTEES OF THE BOARD

The President shall have power to appoint committees for the purpose of conducting certain business of the Corporation that is not otherwise delegated. Each committee of the Board shall have two or more Directors, a majority of its membership shall be Directors, and all committee members shall serve at the pleasure of the Board.

Committee members may be any person deemed to be qualified by the Board who has actively demonstrated a willingness to work toward the goals of the Corporation. The term of office for committee members shall be one-year beginning each year at the annual meeting of the Board unless otherwise specifically designated in the resolution appointing the committee member. The standing committees shall be Executive, Finance, Marketing, Nominating, and Educational Program Development Committee.

EXECUTIVE COMMITTEE

The Executive Committee shall consist of the current officers of the Corporation, the immediate past President, and the heads of each standing committees of the Board. The President of the Corporation shall chair it. When the Board is not in session the Executive Committee shall have the power and authority to transact regular business of the Corporation, subject to subsequent ratification by the Board of Directors. The Executive Committee shall meet at least monthly and shall keep full record of its proceedings, which shall be entered in a book of minutes.

FINANCE COMMITTEE

The Treasurer of the Corporation shall chair the Finance Committee. Its primary purpose is to oversee the preparation of the annual budget, to recommend the selection of an independent audit, and provide the Board with such periodic financial statements as is convenient and necessary to ensure the prudent management of the income and expenditures.

MARKETING AND COMMUNICATIONS COMMITTEE

The Marketing Committee shall oversee the development and implementation of the Marketing Plan, including identifying potential markets, their needs, how to meet those needs with programs and events, and how to promote and sell the programs. In addition, the Marketing and Communications Committee will oversee the development of the Corporation's Newsletter and its Web Site.

NOMINATING COMMITTEE

The Nominating Committee shall consist of at least three Directors appointed by the President of the Board, one of whom shall be designated Chairman of the Committee. Its primary purpose is to determine the composition of the Board by identifying, recruiting and proposing new Directors, orienting them at the time of election; providing continuing educational opportunities for the Board of Directors. Submit to the Board of Directors the names of Directors for election to the Executive Committee.

EDUCATIONAL AND PROGRAM DEVELOPMENT COMMITTEE

The primary purpose of the Educational Program Development Committee is to guide development of service delivery mechanism; including evaluation of services. The committee shall recommend to the Board of Directors, in conjunction with the Finance Committee, projects to be funded, a five-year corporate plan, and marketing and fund development strategies.

SPECIAL COMMITTEES

The Board may establish such additional special committees of the Board as may be necessary for the proper administration of the Corporation. When established, the President shall specifically enumerate special committee functions. All functions not so enumerated are not to be exercised by the committee. Special committees may be standing, time-limited or ad hoc committees.

COMMITTEE MEETINGS

Meetings of any committee may be called by the President, the chairperson of the committee, or by a majority of the committee's voting members. Notice of the time and place or any meeting or a committee shall be give at three (3) days prior to the meeting.

RESIGNATION AND REMOVAL

Any member of a committee may resign at any time by giving written notice to the Chairperson of the committee or to the Secretary of the Corporation. Such resignation may or may not be made contingent on formal acceptance, shall take effect on the date of receipt or at any later time specified therein. Any member of a committee may be removed at any time by resolution adopted by a majority of the Board.

QUORUM

Unless otherwise provided in the resolution of the Board designation committee, the act of a majority of members of any committee shall be the act of the committee. All committee members, including the President, shall be notified in advance for all committee meetings.

RULES & LIMITATIONS ON COMMITTEE AUTHORITY

The Board may delegate to a committee specific and prescribed authority of the Board and each committee may exercise the authority of the Board provided, however, a committee may not:

  • Adopt a plan for the distribution of the assets of the Corporation, or for its dissolution;
  • Fill vacancies on the Board or any of its committees;
  • Elect, appoint or remove any Officer or Director or member of any committee, or fix compensation or any member of a committee;
  • Adopt, amend or repeal these Bylaws or the Articles of Incorporation of this Corporation;
  • Adopt a plan of merger or adopt a plan of consolidation with another corporation, or authorize the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the Corporation; or
  • Amend, alter, repeal or take action inconsistent with any resolution or action of the Board of Directors provides by its terms that it may be amended, altered or repealed by action of a committee.