Agenda - 12-13-2011 - 8f - Laserfiche WebLink

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DRAFT PFAPC By-Laws 1 2 Section 8.05 Heads of Standing Committees Committee Members shall elect someone from among their membership to serve as the head of their committee ("Chair"). Unless otherwise designated in these By-Laws, the term of committee membership shall be one year. Committee heads may serve until a replacement is elected. Section 8,06 Finance Committee The Finance Committee shall assist the Board in fulfilling its fiduciary and corporate accountability responsibilities. The committee shall: (a) Include the Executive Director as an ex-officio member; (b) Develop and review funding strategies, grant requests, client use fees, project development/operation costs, and the overall. costs and revenues generated by the facility; (c) Review fmancial performance and prepare budget reports for every Board meeting; (d) Review tax obligations and payments quarterly; (e) Recommend changes in operating costs, funding strategies, and financial plans to the Board as indicated; (f) Recommend to the Board the appointment 'of an independent auditor; review the scope of the auditor's work, fees, and report; and assist the Board in developing management's response to the audit; (g) Review the adequacy of fmancial policies and internal controls annually; (h) By contract, be assisted by the Orange County Financial Services Department in carrying out its duties for at least three (3) years from the date of the creation of the corporation; (i) Propose the annual budget to the Board for their consideration. Section 8.07 Board Development Committee The Board Development Committee sfiall: (a) Include the Executive Director as an ex officio member; (b) Develop procedures for receiving and/or selecting nominees for Board vacancies. (c) Recommend to the Board a slate of nominees for appointment to the Board upon the expiration of initial appointees' terms; (d) Recommend to the Board nominees for vacancies that occur from time to time. Section 8.08Additional Committees and Focus Groups By resolution duly adopted, the Board may establish one or more additional committees or focus groups as provided in Section 8.01. To the extent provided by such resolution not in conflict with the terms herein, such additional committees and focus groups shall have and may exercise the authority of the Board in the management of the Corporation; provided, however, that the designation of such additional committees and focus groups and delegations of authority thereto shall not operate to relieve the Board, or any Director individually, of any responsibility imposed upon it or him by law, the Articles of Incorporation or these By-Laws. Any member of any such additional committee or focus group may be removed by the Board whenever, in the judgment of the Board, the interests of the Corporation would be served best by such removal. Any member of any such additional committee or focus group may be removed by the person or persons authorized to appoint such member whenever, in the judgment of such appointing person or persons, the interests of the Corporation would be served best by such removal. Draft 12/2 10