Title
Resolution - Approval to Review and Reaffirm/Amend Audit Committee Charter - A Stover
Other Info
Submitted By: Andrea Stover
Department: General Counsel
Financial Impact and Cost/Benefit Considerations: Expenditure of Cooperative funds estimated in the amount of $0; expenditures of staff time estimated in amount of 0 hours (other than ordinary processing requirements).
Discussion
The Board's Committee Guidelines require that the Board annually review, reaffirm, or amend the charters of all Standing Committees. On July 15, 2013, the Board voted to dissolve all standing committees except the Audit Committee. The Audit Committee charter was last reviewed and approved by the Board on July 15, 2022.
The Guidelines further provide that a Standing Committee may be established by a vote of at least two-thirds of the directors in attendance at a meeting. A Standing Committee shall exist until such time, if any, as the Standing Committee is abolished by a vote of at least two-thirds of the directors in attendance at a meeting.
Each Standing Committee shall be composed of at least three (3) directors, including a chairperson, appointed annually by the Board President, and approved by a majority of the Board, at a Regular or Special Called Board Meeting following the Annual Membership Meeting, or at any other time when a vacancy occurs in the chair. The current members of the Audit Committee are James Oakley, Amy SJ Akers, and Milton Rister. The Audit Committee last met on October 15, 2024.
Body
BE IT RESOLVED BY THE BOARD OF DIRECTORS that the Board has reviewed the charter of the Audit Committee and reaffirms the charter of the Audit Committee as presented to and discussed by the Board this day, with such amendments or changes, if any, as were discussed and approved by the Board; and
BE IT FURTHER RESOLVED that the Chief Financial Officer, as designee of the Chief Executive Officer, is hereby authorized and directed to take all such action as may be necessary to implement this resolution.