Eagle Cap RC&D Council Bylaws
ARTICLE V: COMMITTEES AND TECHNICAL ADVISORS
SECTION 1- Committees
A. Executive Committee
The Board of Directors may elect an Executive Committee. The Executive Committee shall have the power to make ongoing decisions between Board of Directors meetings and shall have the power to make financial and budgetary decisions authorized by the Board of Directors.
B. Audit Committee
The Audit Committee will be appointed by the Board of Directors and be responsible for the auditing of finances. This committee will be chaired by the Vice President. The committee will oversee and monitor the fiscal operations of the Council, develop an annual budget for recommendation to the Council, and develop and assist in the implementation of a funding strategy for the Council.
SECTION 2- Other Committees (as needed)
The Board of Directors may establish such other committees, as it deems necessary and desirable. Such committees may be advisory committees. The Board of Directors must ratify the committee’s decisions. All final decisions will be made by the Board of Directors.
SECTION 3- Composition of Committees
Any committee that exercises any function of the Board of Directors shall be composed of two or more Officers or Directors, elected by the Board of Directors by a majority vote of the number of Directors prescribed by the Board of Directors, or if no number is prescribed, a majority vote of all Directors in office at that time. Committees may include Directors or members. The Chair of the Committee will be appointed by the President of the Council, who will act with the Board’s approval. After consultation with the Committee Chair, the President will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the Board of Directors for consideration and action, except as otherwise ordered by the Board of Directors. Committees may adopt such rules for the conduct of business as are appropriate and as are not inconsistent with these Bylaws, the Articles of Incorporation, or State law.
SECTION 4- Quorum and Action
A quorum at a committee meeting
exercising Board of Directors functions shall be a majority of all committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of all committee members then in office.
SECTION 5- Limitations on the Powers of Committees
No committee may authorize payment of a dividend or any part of the income or profit of the Council to its Directors or officers; may approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the
corporation’s Council’s assets; may elect, appoint, or remove Directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend, or repeal the Articles of Incorporation, Bylaws, or any resolution by the Board of Directors.
SECTION 6- Technical Advisors
Agency representatives, including individuals assisting the Council in the capacity of federal, tribal, state, and local agency staff representatives, will be encouraged to participate in Council activities and project development in the capacity of technical advisors to the Council as a means of ensuring actions by the Council are technically sound and programmatically correct. The Council may initiate formal agreements, such as memorandums of understanding, with those agencies whose input is needed on a recurring basis to facilitate the effective operation of the Council. Technical Advisors shall not have voting status. Input and information provided will be recognized as advisory only, except in those cases involving specific program policy, technical standards, and other requirements related to project activity.