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## <u>Nonprofit Integrity Act/Audit Committee</u> <br />In any fiscal year in which the Corporation receives or accrues gross revenues of two million dollars or more (excluding grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received), the Board shall (i) prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant (“CPA”) in conformity with generally accepted auditing standards; (ii) make the audit available to the Attorney General and to the public on the same basis that the Internal Revenue Service Form 990 is required to be made available; and (iii) appoint an Audit Committee as provided in the Nonprofit Integrity Act of 2004. | ## <u>Nonprofit Integrity Act/Audit Committee</u> <br />In any fiscal year in which the Corporation receives or accrues gross revenues of two million dollars or more (excluding grants from, and contracts for services with, governmental entities for which the governmental entity requires an accounting of the funds received), the Board shall (i) prepare annual financial statements using generally accepted accounting principles that are audited by an independent certified public accountant (“CPA”) in conformity with generally accepted auditing standards; (ii) make the audit available to the Attorney General and to the public on the same basis that the Internal Revenue Service Form 990 is required to be made available; and (iii) appoint an Audit Committee as provided in the Nonprofit Integrity Act of 2004. | ||
## <u>Advisory Committees</u> <br />The Board may create one or more advisory committees to the Board. Appointments to such advisory committees need not, but may, be Directors. Advisory committees may not exercise the authority of the Board to make decisions on behalf of the corporation, but shall be limited to making recommendations to the Board and to implementing Board decisions and policies. Advisory committees shall be subject to the supervision and control of the Board. | ## <u>Advisory Committees</u> <br />The Board may create one or more advisory committees to the Board. Appointments to such advisory committees need not, but may, be Directors. Advisory committees may not exercise the authority of the Board to make decisions on behalf of the corporation, but shall be limited to making recommendations to the Board and to implementing Board decisions and policies. Advisory committees shall be subject to the supervision and control of the Board. | ||
## <u>Rights of Advisory Committee Members</u>Members of any active advisory committee shall receive notice of all regular Board meetings by a method determined by Board resolution. Such members shall be entitled to attend regular Board meetings as observers, and may only speak at meetings upon invitation from the meeting chair. Advisory committee members shall have no vote on any matter before the Board. Notwithstanding the above, any meeting (or portion thereof) may be designated as a "Closed" or "Executive" session by the President or meeting chair. Attendance at these sessions shall be restricted to Directors and invited guests to discuss sensitive matters, including but not limited to legal, personnel, or proprietary issues. | ## <u>Rights of Advisory Committee Members</u> <br />Members of any active advisory committee shall receive notice of all regular Board meetings by a method determined by Board resolution. Such members shall be entitled to attend regular Board meetings as observers, and may only speak at meetings upon invitation from the meeting chair. Advisory committee members shall have no vote on any matter before the Board. Notwithstanding the above, any meeting (or portion thereof) may be designated as a "Closed" or "Executive" session by the President or meeting chair. Attendance at these sessions shall be restricted to Directors and invited guests to discuss sensitive matters, including but not limited to legal, personnel, or proprietary issues. | ||
# ARTICLE 9: OFFICERS | # ARTICLE 9: OFFICERS | ||
## <u>Officers and Qualifications</u> <br />The officers of the Corporation (“Officers”) shall be a President, a Secretary, and a Treasurer. The Board shall have the power to designate additional Officers, including a Vice President and CIO, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section 9.6.6. Any number of offices may be held by the same person, except that the Secretary and the Treasurer may not serve concurrently as the President. <br />Every Officer must be a seated Director at the time of their election and must remain a Director throughout their term of office. Additionally, any person serving as the President shall have previously served for at least one year as a Director. | ## <u>Officers and Qualifications</u> <br />The officers of the Corporation (“Officers”) shall be a President, a Secretary, and a Treasurer. The Board shall have the power to designate additional Officers, including a Vice President and CIO, with such duties, powers, titles and privileges as the Board may fix, including such Officers as may be appointed in accordance with Section 9.6.6. Any number of offices may be held by the same person, except that the Secretary and the Treasurer may not serve concurrently as the President. <br />Every Officer must be a seated Director at the time of their election and must remain a Director throughout their term of office. Additionally, any person serving as the President shall have previously served for at least one year as a Director. | ||