Section 1. Committees Generally. The Board of Directors, from time to time, may establish committees, and appoint Directors or other persons as the Board of Directors designates to serve on such committees to consider such questions, conduct such analyses, make such recommendations, and perform such other functions as the Board of Directors may request. Each Board Committee shall have two or more Directors. The majority of the Members of each and every Board Committee shall be Directors and all Members of the Executive Committee shall be Directors. Non-Director Voting Members and Non-Director At-Large Members may be eligible to serve on any committee other than the Executive Committee. The Executive Director shall sit as an ex-officio Member of all committees. All acts of any committee shall be subject to the approval of the Board of Directors.
Section 2. Permitted Scope of Action. Each committee may exercise only such authority that the Board of Directors grants to it. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual, or any responsibility imposed upon it or him or her by applicable law. However, in no event no committee may:
(a) Adopt a plan for the distribution of the assets of the Corporation, or for dissolution;
(b) Fill vacancies on the Board of Directors or on any of its committees;
(c) Elect, appoint or remove any Officer or Director or Member of any committee, or fix the compensation of any Member of a committee;
(d) Adopt, amend, or repeal the bylaws or the Articles of Incorporation;
(e) 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
(f) Amend, alter, repeal, or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered, or repealed by action of a committee.
Section 3. Quorum, Manner of Acting. Unless the appointment by the Board of Directors requires a greater number, a majority of any committee shall constitute a quorum, and a majority of committee Members present and voting at a meeting at which a quorum is present is necessary for committee action. All action by committees shall be taken at a meeting of the committee.
Section 4. Telephonic Meetings. Committee Members may participate in and act at any meeting through the use of a conference telephone or interactive technology, including but not limited to electronic transmission, Internet usage, or remote communication, by means of which all persons participating in the meeting can communicate with each other. Such participation shall constitute attendance and presence in person at a meeting of the person or persons so participating.
Section 5. Chairperson. Unless otherwise provided in these bylaws or a committee’s charter, if applicable, the Board of Directors shall appoint a chairperson to preside at the first meeting of each committee at which time a regular chairperson shall be elected by the Membership of the committee.
Section 6. Term of Office. Committee Members shall serve at the pleasure of the Board of Directors.
Section 7. Vacancies. Vacancies in the Membership of any committee or advisory Board may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 8. Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors. Committees may form sub-committees.
Section 9. Records. Each committee shall be charged with keeping accurate records of its meetings and financial affairs and shall report the same to each regular meeting of the Board of Directors or as otherwise directed by the Board of Directors.
Section 10. Board Committees. The Board Committees of the Corporation shall consist of the committees listed below in this Section 10 of Article VIII.
(a) Executive Committee. The Executive Committee shall be comprised of the President, Vice-President, Treasurer, Secretary, and Sergeant at Arms. The Executive Director shall serve as an ex- officio Member of the Executive Committee. The Executive Committee shall have all of the authority of the Board of Directors in the management of the Corporation, subject to Section 2 of this Article VIII above, shall be empowered to act for the Corporation between meetings of the Board of Directors and in matters of emergency, to the same extent the Board of Directors would be authorized to act pursuant to these bylaws, subject to Section 2 of this Article VIII.
(b) Finance Committee. The Finance Committee shall assume the primary responsibility of providing the Corporation, and its Board of Directors with recommendations as to the financial affairs of the Corporation. Rules of compensation, records, rules, authority, and quorum applicable to all other committees shall apply to the Finance Committee except that the Treasurer of the Board of Directors shall be Chairperson of the Finance Committee. The responsibilities of a Finance Committee shall include, but not be limited to, the following: (i) review monthly finance reports received from the bookkeeping staff and report to the Board of Directors the financial operation and condition of the Corporation; (ii) oversee and make recommendations concerning financial affairs and investments; (iii) participate with and assist the Executive Director in the preparation and implementation of the annual budget of the Corporation, including the making of recommendations to actions necessary to achieve and maintain a balanced budget; and (iv) develop, in conjunction with the Executive Director, bookkeeping staff, and any fundraising committee, projections, plans and programs to provide for the continued financial well-being of the Corporation.
Section 11. Advisory Committees. The Board of Directors may create and appoint persons to one or more advisory committees or other advisory bodies. The chairperson of each advisory committee shall be a Director. All other Members of any such advisory committee may, but need not be, Directors. Such advisory committees or bodies may not act on behalf of the Corporation or bind it to any action but may make recommendations to the Board of Directors or to the Officers. The Advisory Committees of the Corporation may include, but are not limited to, those listed below in this Section 11 of Article VIII.
(a) Nominating Committee. The Nominating Committee shall assume the primary responsibility of 1) assisting the Board of Directors by identifying qualified candidates for Director, and 2) recommending to the Board of Directors Director nominees for election by the Voting Members at the next annual meeting of the Members or in the case of new Directorships or vacancies by the Board of Directors at a meeting of the Board of Directors. The Nominating Committee shall adopt a committee charter, subject to review and approval by the Board of Directors.
(b) Personnel Committee. The Personnel Committee shall assume the primary responsibility of providing the Corporation and its Board of Directors with recommendations as to personnel policies and procedures to be established or amended to further the operational efficiency of the Corporation’s staff. Specifically, the Personnel Committee would be responsible for providing the Board of Directors with recommendations concerning the development and administration of the personnel policy of the Corporation, including but not limited to salary guidelines; fringe benefits; staff development and training; recruitment of new staff; evaluation of existing staff; staff grievance procedures and employee relations. In the administration of grievance procedures only, the Executive Director shall not sit as an ex-officio Member of the Personnel Committee.
(c) Program Services Committee. The Program Services Committee shall assume the primary responsibility of providing the Corporation and its Board of Directors with recommendations as to the development and administration of the programs and services of the Corporation. Specifically, a Program Services Committee would be responsible for providing the Board of Directors with recommendations for the development and administration of all the various programs and services provided by the Corporation, including but not limited to the assessment of community needs; the development of long and short range program services action goals and objectives; monitoring program services progress towards stated goals and objectives; enhancement of existing programs and services; development of new programs and services; appraisal and evaluation of program services and community needs in relation to the financial ability of the Corporation to provide services.
(d) Fundraising Committee. The Fundraising Committee shall assume the primary responsibility of providing the Corporation and the Board of Directors with recommendations as to the administration and development of the actual and potential financial resources of the Corporation, including, but not limited to the areas of annual fundraising campaigns, planned giving, donor solicitation, capital development, public and private grant solicitation and the establishment of endowment, building, or other specifically restricted funds. In addition, a Fundraising Committee would participate in the planning, performance, and evaluation of the fundraising activities of the Corporation and contribute to the preparation of the Annual Budget of the Corporation. Sub-committees of the Fundraising Committee may be established by the Committee to organize and oversee specific fundraising activities.
(e) Public Relations Committee. The Public Relations Committee shall assume the primary responsibility of providing the Corporation and its Board of Directors with recommendations pertaining to the public relations of the Corporation, including, but not limited to the promotion of the positive image of the Corporation, its programs and activities, staff, Membership, and community. The Public Relations Committee shall select a chairperson capable of acting as an effective spokesperson for the Corporation in conjunction with the Executive Director and the President. The Public Relations Committee will coordinate its activities with the needs and recommendations of the Executive Director and the various other committees of the Board of Directors and will develop public relations and marketing strategies and tactics, materials, and events to support, promote and develop the Corporation. The Public Relations Committee will develop and cultivate media contacts to further its activities and to assure that the viewpoints of the Corporation are fairly and accurately presented by the media. Responses to media coverage, press releases, and follow-up contacts and materials will be the responsibility of the Public Relations Committee. In conjunction with the appropriate other committee, program, or staff person, the Public Relations Committee will respond to inquiries concerning the Corporation.
(f) Building Committee. The Building Committee shall assume the primary responsibility of providing the Corporation and its Board of Directors with recommendations as to the maintenance and utilization of the premises of the Corporation and the protection of the capital investment of the Corporation. The Building Committee will be responsible for recommendations pertaining to the establishment of procedures and policies for the regular inspection and evaluation of the premises of the Corporation and its development, establishment of maintenance and replacement schedules for the premises and equipment, Municipal Building Code compliance, sanitation procedures and safe operation of the premises of the Corporation. Further, the Committee would assist in the preparation of the relevant portions of the Annual Budget.
(g) Membership Committee. The Membership Committee shall assume the responsibility of enrolling new Members and supervising the maintenance of Membership records.
(h) Bylaws Committee. The Bylaws Committee shall assume responsibility for maintaining and interpreting the bylaws and assist in the amendment of the bylaws when necessary.