Agenda - 02-21-2012 - 5f - Laserfiche WebLink

Browse Search

10 meeting of the committee. Pursuant to specific resolution, the Board may delegate to any committee any power or powers other than those set forth in this Section 8.01 et seq., provided however, that all such delegated powers shall be exercised under the ultimate direction of the Board. Persons other than Directors may be appointed to such committees. Such committees shall not have authority for: (a) The filling of vacancies on the Board or any committees which has authority of the Board; (b) The fixing of compensation of officers or employees of the Corporation; (c) The adoption, amendment or repeal of By-Laws; (d) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (e) The appointment of committees of the Board or the members of such committees; ( fl The approval of any transaction binding the corporation; and (g) Approve dissolution, merger or the sale, pledge or transfer of any, all or substantially all of the Corporation's assets. Section 8.02 Meetings Committees shall meet a minimum of four (4) times a year, or as often as necessary to complete a particular task. The provisions which govern action without meetings, notice and waiver of notice and voting requirements shall apply to the Committees of the Board and their members as well. Section 8.03 Quorum & Voting A quorum shall consist of a simple majority of the members of each Committee. A majority vote of those Committee members present shall decide all questions, unless noted elsewhere in these By- Laws or Governance Policies. Section 8.04 Standing Committees Members of Standing Committees shall be elected from the current Directors of the Board and any individual outside the Board Directors who may be appropriate to assist the standing committees in fulfilling the committee's obligations. A member may be appointed or elected to serve on more than one Committee. The Standing Committees include: Finance Committee and Board Development. All standing committees shall consist of at least three (3) members, appointed by nomination of the Board. Section 8.05Heads of Standing Commiitees 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;