Article Vl: Committees and Task Forces

Section 1.

Committees
As stated in the Constitution [Const. Art. VIII, § 1], Association standing committees shall include the following: Executive Committee, Nominating Committee, Finance Committee, and the Ethics Committee. As stated in the Constitution [Const. Art. VIII, §§ 3–5], with the approval of the Board of Directors, the Executive Committee shall establish and determined the terms and duties of additional standing committees and special committees. As stated in the Constitution [Const. Art. VIII, §§ 3–4], the Executive Committee shall appoint the members of special committees and, with the approval of the Board of Directors, additional standing committees.

Section 2.

Executive Committee

1. Composition. As stated in the Constitution [Const. Art. V, § 1], the Executive Committee shall consist of the Chair, First Vice Chair, Second Vice Chair, and the President ex officio. The Chair shall invite the Immediate Past Chair to attend meetings of the Executive Committee, with the right to speak and make motions but not to vote.
2. Authority. The Executive Committee shall exercise the authority of the Board in the control and management of the Association’s affairs when the Board is not in session. The Executive Committee cannot modify action taken by the Board and the Board may modify any unexecuted action approved by the Executive Committee.
3. Meetings. Two members of the Committee may request the Chair or the President to call meetings of the Executive Committee. Such meetings shall take place not more than two weeks after such request, at such time and place as determined by the Chair, in consultation with the President. The President shall provide at least three days’ notice of such meetings, except in case of emergency. A majority of the Executive Committee shall constitute a quorum. Meetings may be held by teleconference provided that all participants in the meeting can hear and be heard by all other participants in the meeting.
4. Procedural Rules. Except to the extent that the Board may prescribe rules for the proceedings of the Executive Committee, the Executive Committee may adopt rules for its own proceedings

Section 3.

Nominating Committee

1. Composition. The Nominating Committee shall consist of the Immediate Past Chair as Committee Chair, if willing and able to serve, and otherwise the most recent Immediate Past Chair willing and able to serve, and a minimum of two Association members appointed by the Committee Chair. No more than one member shall be a member of the same chapter. At least one member shall not be a Board member. If a member of the Nominating Committee becomes a candidate for office, that member must resign from the Nominating Committee.
2. Authority. The Nominating Committee shall perform those tasks relating to nomination of officers detailed in the Constitution. The Nominating Committee shall perform as detailed in Board policy. The Chair may request that the Nominating Committee assist in the investigation and location of potential Directors and standing committee members.

Section 4.

Finance Committee

1. Composition. The Finance Committee shall be composed of the First Vice Chair, Second Vice Chair, and President. The President shall designate one additional staff member to serve the Committee in an advisory capacity
2. Authority. The Finance Committee shall be responsible for overseeing the Association’s short- and long-term investments; directing the President regarding timeframes for presenting the Association budget to the Committee and the Board; and reviewing the Association’s annual budget prior to presentation to the Board of Directors

Section 5.

Ethics Committee

1. Composition. The Ethics Committee shall consist of the Immediate Past Chair as Committee Chair, if willing and able to serve, and otherwise the most recent Immediate Past Chair willing and able to serve, and the two next most recent Immediate Past Chairs willing and able to serve. The President shall serve the Committee in an advisory capacity. If a member of the Ethics Committee is the subject of a conflict of interest as determined by the Board’s Conflict of Interest Policy, the Past Chair who served as Chair most recently before the serving Committee members and who is willing to serve, shall serve as a replacement committee member. The Board may approve the creation of subcommittees of the Ethics Committee, chaired by an Ethics Committee member and including other Association members appointed by the Ethics Committee who are not Ethics Committee members, to carry out investigations under the supervision of the Ethics Committee.
2. Authority.
   1. The President shall receive all unresolved charges of violations by an Association member, Director, or officer of the Association’s Articles of Incorporation, Constitution, Bylaws, or adopted policies and procedures, including but not limited to the Code of Ethics. The President shall forward all such charges to the Ethics Committee for review and investigation. The Ethics Committee shall report on the results of its investigation of each such charge to the Executive Committee and the Board, with a recommendation whether discipline is warranted and, if so, the appropriate form of discipline.
   2. The Ethics Committee shall prosecute any removal action against an elected officer pursuant to Bylaws Article III, § 10(b).
   3. Any Association member may refer a question regarding interpretation of the Code of Ethics to the President for possible referral to the Ethics Committee for an advisory opinion, which the Ethics Committee shall report to the inquirer and the Board.

Section 6.

Audit Committee
As stated in the Constitution [Const. Art. VII, § 3], if the Executive Committee establishes and the Board of Directors approves an Audit Committee as a standing committee, the Executive Committee and the Board may grant the Audit Committee the following authority: assisting in the annual independent audit of the Association’s financial condition; reviewing the annual independent audit of the Association’s financial condition and presenting the audit to the Board; and presenting a financial report at the Association’s Annual Meeting.

Section 7.

Authority to Act
A committee appointed by the Chair may act immediately upon the Chair’s notification to the members of the committee that the committee is complete. If the Chair does not make a committee appointment during a Board meeting, the Chair shall announce such committee appointment at the Board meeting immediately following such appointment.