Evaluate establishment of an Audit & Review Committee
Report from Executive Committee:
The Executive Committee refers the following motion to the full Board for debate and approval by majority vote. The Committee recognizes that increased revenue for the Foundation will soon trigger regulatory requirements for an annual audit of finances to be performed. Nonprofit industry best-practice, described at https://boardsource.org/resources/audit-committee-responsibilities/ and other sources, suggest that the audit process and performance of the auditor be reviewed by a separate set of individuals other than those who serve on the Finance Committee, although the group conducting the audit & review process should work in close collaboration with the Finance Committee. Further, the Board may decide to allow non-Directors and/or non-Board members to serve on this committee.
Because our bylaws only allow the full Board can approve new committees or establish members, the Governance Committee should prepare a charter for this new Audit & Review Committee (ARC) including its scope and responsibilities, and refer the charter back to the full Board for final approval.
Resolution 2024-ZZZ
Whereas, the Board acknowledges its role in the oversight of financial processes includes overseeing an independent audit, when appropriate as required by regulatory requirements, and
Whereas, in order to conduct such audits, the Foundation must select, appoint, and oversee an independent auditor, and
Whereas, the Board's responsibility of oversight of the Foundation include ensuring continual improvement of internal financial controls, accounting, and reporting processes, as well as confidentially handling whistleblower complaints received by the organization regarding these matters;
Now Therefore, the Governance Committee is directed to draft a charter for an Audit & Review Committee (ARC) for the Foundation in accordance with nonprofit best practices, determine the membership targets and criteria for such a Committee, and submit a proposed Committee Charter to the full Board for approval and establishment in accordance with the Bylaws, ensuring that such opportunity for approval shall take place no later than the end of the current fiscal year.
Approved by majority vote of the Board on _______________.