The Committee is composed of six representatives from the community and two members of the Board. In addition, the Board President serves as a voting ex-officio member of the Committee. If the Board President cannot be present for a meeting, one of the remaining Board Officers can serve as a voting ex-officio member of the Committee.
The members from the community are recommended to the Board by the President and approved by the Board. Members from the community serve a three-year term and may be recommended for one successive term of three years after their initial appointment. These two terms are in addition to any unexpired term a member is appointed to complete. The Chairperson shall be a member from the community, appointed annually by the Board President and serving a calendar year term.
The Committee reports to the Board and has unrestricted access and authorization to obtain assistance from Board personnel to accomplish its purpose. In addition, the Committee has the discretion to initiate and supervise investigations within the scope of its duties as it may deem appropriate and to employ whatever additional advisors and consultants it deems necessary for the fulfillment of its duties.
Although Audit Committee members voluntarily contribute their time and expertise, regular attendance at Committee meetings is necessary for the Committee to be effective in meeting its oversight responsibility. If a member is going to miss more than 50% of
the meetings in a year, the member should consider whether his or her other commitments will allow them to effectively serve on the Board’s Audit Committee. If unusual or emergency circumstances require a member to frequently miss the meetings, the member should discuss the circumstances with the Board President. Members may be asked to withdraw from the Committee if they are frequently unable to attend the meetings.
The Audit Committee will meet based on a schedule established at the beginning of each year and adopted by the Committee. Scheduled meetings may be cancelled, with the approval of the Chair and the concurrence of the Board President, if there is not enough on the agenda to warrant a meeting. Additional meetings may be called if there are matters that must be covered prior to the next scheduled meeting.
Four Committee members shall constitute a quorum for purposes of taking action and voting on Committee decisions. The Board President may be counted when determining whether a quorum is present.