Section 1 – Executive Committee
There shall be an Executive Committee consisting of the President, who shall serve as Chairman, the Vice President, the Secretary, the Treasurer, the Immediate Past President, the Dean of the School of Nursing, and the Assistant Dean for Advancement.
Section 2 – General Powers
The Executive Committee shall have and may exercise, in the interim between meetings of the Board of Directors, and except as otherwise provided in Section 7 of this Article, all the powers of the Board of Directors in the management of the corporation.
Section 3 – Audit Committee
The Board of Directors shall elect an Audit Committee of the Corporation from members of the Board of Directors. It shall consist of three or more directors, none of whom shall be an employee of the Corporation or The University of North Carolina at Chapel Hill. This committee must have at least one member who is financially experienced.
The Audit Committee shall have the following duties and responsibilities: (a) to review, from time to time, accounting policies and procedures and system of internal control of the Corporation, (b) to review the annual audit of the Corporation with its external auditors and with employees of the University, (c) to make recommendations to the Board of Directors with respect to the appointment of external auditors and the scope of their audit, (d) to make such other recommendations and reports to the Board of Directors relating to the financial statements, controls, records, and systems of the Corporation as it shall deem appropriate, and (e) to ensure that the annual state and federal tax returns are in compliance with state and federal reporting requirements.
The Audit Committee serves in an advisory capacity to management, and does not replace or duplicate established management roles and responsibilities. The Audit Committee helps guide the direction of actions to ensure accurate financial reporting.
Section 4- Nominating Committee
The President shall appoint a nominating committee which shall consider and select nominees for positions as directors, and officers and present these to the Board of Directors.
Section 5 – Networking Committee
The President shall appoint a networking committee. In conjunction with the School of Nursing staff, the Networking Committee shall work to maintain connections with donors, former directors and other friends of the School. Committee members may participate in the planning of special events and projects for these constituencies.
Section 6 – Other Committees
By resolution adopted by a majority of the Directors present at a meeting at which a quorum is present, the Board of Directors may designate one (1) or more additional committees, consisting of two (2) or more Directors, not having and exercising the authority of the Board of Directors.
Section 7 – Committee Action as Board Action
The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof of any responsibility or liability imposed upon the Board or such member by law; and any resolutions adopted or other action taken by any such committee within the scope of authority delegated to it by the Board of Directors shall be deemed for all purposes to be adopted or taken by the Board of Directors.
Section 8 – Limitation of Powers
No committee shall have authority as to the following matters:
(a) The dissolution, merger or consolidation of the Corporation; the amendment of the Articles of Incorporation of the Corporation; or the sale, lease or exchange of all or substantially all of the property of the Corporation.
(b) The designation of any such committee or the filling of vacancies in the Board of Directors or in any such committee.
(c) The amendment or repeal of the by-laws, or the adopting of new by-laws.
(d) The amendment or repeal of any resolution of the Board of Directors by which its terms shall not be so amendable or repealable.
(e) The fixing of any compensation of the Directors for serving on the Board or Directors or on any such committee.
Section 9 – Removal
Any committee or any member thereof may be discharged or removed by action of a majority of the Board of Directors present at a meeting at which a quorum is present.
