Article V: Standing Committees
Operating Committees
Operating committees may be created and abolished by the Chair of the Board. Such
committees shall discharge such responsibilities as may be assigned to them.
The presence, in person, of thirty three percent (33%) of the total number of committee
members of any operating committee shall constitute a quorum of said committee, and
the act of a majority of the voting members present at any meeting shall be the act
of committee. Each committee member in good standing shall be entitled to one vote
on each matter submitted to a vote of the committee. Any action which might be taken
at a meeting of the committee may be taken without a meeting, in an online meeting
(by e-mail), if called by the Chair of said committee for matters which, in the Chairs
discretion, must be decided upon prior to the Operating Committee鈥檚 next scheduled
meeting. No special notice is required for an online meeting.
Any such online meeting and/or vote shall be conducted in a manner consistent with
Article IV of these Bylaws. The Chair may defer the motion to the next regularly scheduled
committee meeting at any time prior to the call for a vote.
Except for the Executive Committee, vacancies will be filled effective the first of
each calendar year unless the Executive Committee requests otherwise. A committee
member replacement fulfills the term of the committee member being replaced; however,
a committee member may be appointed by the Executive Committee.
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The Executive Committee shall consist of the Chair of the Board, the Vice Chair, the
Treasurer, and the Secretary. The committee shall meet, as necessary, to conduct normal
business of the Foundation or to consider matters of policy for referral to the Board
of Directors.
The primary charge of the Executive Committee is to serve as an advisor for the Executive
Director and the Board Chair to help set board meeting agendas; oversee progress toward
goals articulated in board-approved planning documents; handle certain routine business
to conserve board meeting time; appoint directors to board committees; recommend a
slate of officers at the Annual Meeting of the Foundation Board of Directors; conduct
an annual review of conflict of interest disclosures provided by board members; periodically
assess how board committees are functioning; and act on other matters assigned or
delegated to it by the Board.
The Executive Committee shall conduct an annual review of the Foundation鈥檚 Bylaws,
the Memorandum of Understanding between the University and the Foundation, Code of
Ethics, Mission and Vision Statement, Discretionary Funds Policy and the Information
Disclosure Policy and submit any recommended amendments to the Board for approval.
All actions of the Executive Committee shall be reported in writing to the directors individually within thirty days after such action is taken or at a meeting of the Board of Directors, if a meeting is held within that period of time.
The Committee on Directors shall consist of six (6) to eight (8) members of the Board
with the Secretary of the Board serving as chair. The Committee shall meet at least
one time per year. Members of this committee shall serve one 3-year term.
The charge of the Committee on Directors is to work with the Chair of the Board and
the Executive Director to determine the strategic direction for the Foundation. The
Committee shall allow the strategic direction to determine the composition of the
membership for the Foundation Board; develop and continually update a network of new
director candidates; recommend a slate of new directors to the Executive Committee
prior to the annual meeting of the Board; develop and manage an orientation program
for new directors; assess director performance; recommend whether or not to nominate
sitting directors for an additional three (3) year term; develop and manage training
of board members as needed; and develop and manage a program to keep former board
members informed and engaged with the work of the Foundation on behalf of the University.
The Finance Committee shall consist of eight (8) to ten (10) members of the Board
with the Treasurer of the Board serving as Chair. The committee shall meet at least
semi-annually. Members of this committee shall serve one 3-year term.
The charge of the Finance Committee shall be to provide oversight for all aspects
of the Foundation鈥檚 finances. The committee shall monitor the Foundation鈥檚 operating
budget to fulfill annual and long-range financial needs; work with the Executive Director
to establish Foundation financial priorities; work collaboratively with other standing
committees on responsibilities related to Foundation finances; ensure the accuracy
of the Foundation鈥檚 financial records and their timely presentation to the full Board;
assume responsibility for capital budgets and submit to the full Board for approval;
assist in efforts to protect donor rights and privacy; and inform the full Board of
the Foundation鈥檚 financial condition on a regular basis.
The Investment Advisory Committee shall consist of eight (8) to ten (10) members of
the Board with the Treasurer of the Board serving as the Chair. The committee shall
meet at least quarterly between quarterly board meetings. Members of this committee
shall serve two 3-year terms.
The charge of the Investment Advisory Committee shall be to establish a clear understanding
of the investment goals and objectives of the Foundation鈥檚 assets; establish an asset
allocation policy that is consistent with the risk tolerance of the committee; attend
at least quarterly meetings to monitor and evaluate the performance of the Foundation鈥檚
investment program; select investment managers; manage the Foundation鈥檚 assets according
to industry best practices and applicable laws; and review the Investment Policy annually
with the investment staff and investment consultant.
The Investment Advisory Committee shall conduct an annual review of the Investment
Policy Statement, Privacy & Security Statement, Refund Policy and Gift Acceptance
Policy and submit any recommended amendments to the Board for approval.
The Audit Committee shall consist of three (3) to five (5) members of the Board with
the Vice Chair of the Board serving as a member of the committee. Members of this
committee shall serve two 3-year terms.
The committee shall name its own chair. The committee shall meet as needed to fulfill
its responsibilities, but will meet at least twice annually: once to review the audit
plan and once to review the audited financial statements and the IRS Form 990 and
related documents, and approve the audit engagement and special investigations related
to fraud, financial irregularities, and internal control failures.
The Audit Committee oversees proper external review of The 91老司机
Fort Smith Foundation, Inc. (Foundation) audited financial statements, as well as
the Foundation鈥檚 risk management to include monitoring the internal control environment.
The Audit Committee shall also serve as the external point of contact for whistleblower
issues. Each member shall be free of any relationship that, in the opinion of the
Foundation鈥檚 Board of Directors (Board), would interfere with his or her individual
exercise of independent judgment.
The Audit Committee shall operate under a charter that shall be reviewed by the committee
prior to the annual meeting of the board. The Audit Committee shall also conduct an
annual review of the Conflict of Interest Policy, Record Retention and Disposition
Policy, and Whistleblower Policy and submit any recommended amendments to the Board
for approval.
The Development Committee shall consist of 6-8 members of the board and shall meet
quarterly. Members of this committee shall serve one 3-year term.
The primary responsibility of the development committee is to partner with development
staff and administration to identify, engage, and solicit prospective donors. Members
will also assist with stewardship plans to appropriately appreciate donors for their
philanthropy.
Activities may include the periodic review of donor prospect lists with staff, contribution to the breadth of the prospect list, assistance with strategies for engagement, accompanying staff on cultivation and solicitation visits, learning to understand and articulate fundraising goals and priorities as established by the university, leading the involvement of other board members in the development process, and helping with stewardship and appreciation processes.