ARTICLE 4 – Committees

Section 4.1. Designation.  The Board of Directors by resolution adopted by a majority of the Directors in office may establish or discontinue any advisory board or committee.  The Board of Directors may establish the number of persons on such boards or committees.  The designation of such advisory boards or committees shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed on the Board or such Director by law.
Section 4.2.     Membership.  Except as otherwise provided in such resolution or these bylaws, members of each such advisory board or committee need not be Directors of the Corporation nor members of the Corporation.  The Board of Directors shall appoint one or more members to such advisory boards or committees.  Additional members may be added by the advisory boards or committees with the approval of the Board of Directors.  Any member of any advisory board or committee may be removed by the Board of Directors whenever in the Board of Director’s judgment the best interests of the Corporation shall be served by such removal.  Any person who is a member of any advisory board or committee and not a member of the Corporation shall be entitled to vote on advisory board or committee action only.
Section 4.3. Term of Office.  Each member of an advisory board or committee shall continue as such until the next annual meeting of the Directors of the Corporation and until such member’s successor is appointed, unless the board or committee is sooner terminated, or unless such member is removed from such board or committee or shall cease to qualify as a member thereof.
Section 4.4. Chairman.  Unless otherwise designated by these Bylaws, one or more members of each advisory board or committee shall be appointed chairman, or co‑chairman, by the person or persons authorized to appoint the members thereof.
Section 4.5.    Vacancies.  Vacancies in the membership of any advisory board or committee may be filled by the remaining members of such advisory board or committee with the approval of the Board of Directors.
Section 4.6.     Quorum; Manner of Acting.  Unless otherwise provided in the resolution of the Board of Directors designating an advisory board or committee, a majority of the whole board or committee shall constitute a quorum, and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the board or committee.
Section 4.7. Rules.  Each advisory board or committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Board of Directors.  Any such adopted rules shall be subject to alteration by the Board of Directors whenever in the Board of Director’s judgment the best interests of the Corporation shall be served by such alteration.  Each advisory board or committee shall keep minutes of proceedings and provide same to the Corporation’s Secretary.
Section 4.8.   Funds.  Any funds generated by or otherwise restricted for use by or for any committee or advisory board for activities or programs of such committee or advisory board shall belong to the Corporation and be subject to the oversight and control of the Corporation’s Treasurer.  The expenditure of any such funds shall require approval of the Treasurer of the Corporation.
Section 4.9. Nominating Committee.  The  Corporation shall have as a standing committee, a Nominating Committee, whose responsibility shall be taking nominations for Director positions and verifying the willingness of such nominees to serve as Directors..  The Nominating Committee shall have a chair plus at least two (2) additional members who shall be appointed by the Board of Directors.

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