Audit Committee Recommendations The following tables track recommendations provided in the 2014 and 2015 Audit Committee Report, plus new recommendations for 2016. Board Work & Member Relations Observation Recommendations May 2016 Status Timely Meetings (new): Unless rare extenuating 1) NEW: This recommendation Board meetings often start circumstances impact the is provided to the incoming late, with arrival of multiple board 2016–2017 board. delays continuing members, the President or even after a quorum is another board member achieved. should call each board meeting to order as soon as quorum is achieved following the meeting’s announced start time. Audit Committee Charter Working with the Audit 1 & 2) RESOLVED: A proposed (carryover from 2015 Committee, the Board should bylaw amendment report): In the bylaws, the propose a bylaw amendment addressing both of these Audit Committee is not specifying that the Audit issues was approved at the defined as an independent Committee is elected by, and 2015 Annual membership entity reporting to the reports to, the membership. meeting membership. Under Working with the Audit Roberts Rules, unless Committee, the Board should otherwise specified, a propose a bylaw amendment committee is presumed to specifying an appointment report to the deliberative process when an Audit body (the Board). Further, Committee vacancy occurs. the bylaws do not specify a As an independent entity process for filling Audit reporting to the membership Committee vacancies. (not the board), the Audit Committee (not the board) should make appointments to fill vacancies until the next annual membership meeting.
Audit Committee Recommendations The following tables track recommendations provided in the 2014 and 2015 Audit Committee Report, plus new recommendations for 2016. Board Work & Member Relations Observation Recommendations May 2016 Status Timely Meetings (new): Board meetings often start late, with delays continuing even after a quorum is achieved. Unless rare extenuating circumstances impact the arrival of multiple board members, the President or another board member should call each board meeting to order as soon as quorum is achieved following the meeting’s announced start time. 1) NEW: This recommendation is provided to the incoming 2016–2017 board. Audit Committee Charter (carryover from 2015 report): In the bylaws, the Audit Committee is not defined as an independent entity reporting to the membership. Under Roberts Rules, unless otherwise specified, a committee is presumed to report to the deliberative body (the Board). Further, the bylaws do not specify a process for filling Audit Committee vacancies. Working with the Audit Committee, the Board should propose a bylaw amendment specifying that the Audit Committee is elected by, and reports to, the membership. Working with the Audit Committee, the Board should propose a bylaw amendment specifying an appointment process when an Audit Committee vacancy occurs. As an independent entity reporting to the membership (not the board), the Audit Committee (not the board) should make appointments to fill vacancies until the next annual membership meeting. 1 & 2) RESOLVED: A proposed bylaw amendment addressing both of these issues was approved at the 2015 Annual membership meeting
2016NewDealCafeAuditCommitteeReport.docx