General
Provisions. There shall be four
standing committees of the Board of
Trustees: Nominating, Membership,
Executive and Finance. In addition
to the provisions for standing committees,
the Board of Trustees, by resolution
approved by a majority of the entire
Board, may appoint from among the
Trustees one or more committees, of
one or more members (which may include
persons who are not trustees, provided
that at least one member of each committee
shall be a trustee and that any act
of any committee which has members
which are not trustees shall be advisory,
shall not bind the Board or the Corporation
and shall be subject to Board approval)
each of which, to the extent provided
in the resolution, shall have and
may exercise the authority of the
Board, except that no such committee
shall:
(a) make, alter or
repeal any by-law of the corporation;
(b) elect or appoint
any Officer or Trustee, or remove
any Office or Trustee or
(c) amend or repeal
any resolution previously adopted
by the Board.
The Board, by resolution
adopted by a majority of the entire
Board, may:
(a) fill any vacancy
in such committee;
(b) appoint one or
more persons to serve as alternate
members of any such committee, to
act in the absence or disability of
members of any such committee with
all the powers of such absent or disabled
members of a committee;
(c) abolish any such
committee at its pleasure; or
(d) remove any members
of such committee at any time, with
or without cause.
A majority
of each committee shall constitute
a quorum for the transaction of business
and the act of the majority of the
committee members present at a meeting
in which a quorum is present shall
be the act of such committee. Each
committee shall appoint from among
its members a chairperson unless the
resolution of the Board establishing
such committee designates the chairperson,
in which case, in the event of a vacancy
in the chairperson, the Board shall
fill the vacancy.
Actions taken at
a meeting of any such committee shall
be kept in a record of its proceedings
which shall be reported to the Board
at its next meeting following such
committee meeting, such report shall,
if not made at the first meeting,
be made to the Board at its second
meeting following such committee meeting. |
