Article Six – Committees 2

6.1 Standing and Special Committees
6.2 Policy Committee
6.3 Policy Committee to Examine Resolutions
6.4 Policy Session Chair
6.5 Human Resource Review Committee
6.6 Nominating Committee
6.7 Audit Committee
6.8 Audit Committee to Advise Executive Committee

6.1              Standing and Special Committees  Standing or special committees, working groups or task forces may be appointed by the Board from time to time to assist the Board in its governance functions. The terms of reference and duration of appointment will be as set out by the Board.

6.2              Policy Committee  The Board shall appoint annually a Policy Committee consisting of the President or designate and a minimum of three (3) or more Directors and at least two (2) additional persons, as the Board may determine. The Chair of the Policy Committee shall be elected from its members at the first meeting.  The Policy Committee shall meet regularly throughout the year but at least one hundred and twenty (120) days prior to the Annual General Meeting, shall canvass Category 1 Members to submit resolutions in writing for consideration at the Annual General Meeting, in accordance with section 5.5 hereof.  In addition the Policy Committee shall provide advice to the President and the Board related to emerging issues and shall bring forward to the President and the Board issues of policy which the committee considers important. 

6.3              Policy Committee to Examine Resolutions  The Policy Committee shall examine all submitted resolutions to ensure compliance with subsection 5.5(a), and shall distribute by appropriate means all complying resolutions to the Corporate Secretary at least twenty-eight (28) days prior to the Annual General Meeting.

6.4              Policy Session Chair  At the Annual General Meeting the Chair of the Policy Committee or designate shall chair the policy session, which will be conducted in accordance with the procedural rules from time to time governing Annual General and Special Meetings. 

6.5              Human Resource Review Committee   The Executive Committee shall appoint in December each year a Human Resource Review Committee to conduct the evaluation and compensation review of the President and report to the Executive their recommendations at the first opportunity in the New Year.  The Human Resource Review Committee shall also have the responsibility for investigating any allegations of misconduct by the President.  The Human Resource Review Committee shall consist of the Chair, a Vice-Chair, Treasurer and Legal Counsel.

6.6              Nominating Committee  At least ninety (90) days before each Annual General Meeting the Chair shall appoint a Nominating Committee composed of the Immediate Past Chair as chair, the President, any Officer and three additional Directors.  The duties of the Nominating Committee will be as follows: 

(a)                prepare slates of persons to fill vacancies in the following positions in accordance with subsections 3.7 and 3.21: 

(i)                  the Chair; 

(ii)                the Immediate Past Chair; 

(iii)               the Vice-Chairs (not exceeding three in number); 

(iv)              the Treasurer; 

(v)                the Corporate Secretary; 

(vi)              the Legal Counsel; and 

(vii)             the Directors; and 

(b)               to communicate these slates to all Members at least twenty-one (21) days prior to the Annual General Meeting and thereafter to submit these slates to the Annual General Meeting 

6.7              Audit Committee  An Audit Committee consisting of the Treasurer as Chair, the President and three other Directors shall be appointed by the Chair at the first meeting of the Board held following each Annual General Meeting. It will be the duty of this committee to oversee all material aspects of financial reporting, internal controls and the audit of the annual financial statements. 

6.8              Audit Committee to Advise Executive Committee  It will be the duty of the Audit Committee to advise the Executive Committee in writing if it appears reasonably likely that the Manitoba Chambers will be unable to meet statutory financial obligations at any time.

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