|
Board-appointed Committees Policy and Procedures:
All Board-appointed committees are advisory to the Board of Directors on assigned areas of responsibility as approved by the Board. All committees are scheduled to meet at least once per year at a date and time to be established prior to the Annual Owner’s Meeting. There are several committees that will need to meet more frequently, such as the Financial Management Committee, which is required to meet on a quarterly basis and for the annual budget development/planning session in September of each year. The Risk Management Committee will need to meet at a time of the year where the review of all existing commercial insurances policies can be most effective for our future budgetary planning and possible bidding and negotiation of rates and coverage for the coming year. The CC&Rs/Bylaws/Rules Committee will need to meet as needed to deal with any required updating of our governing documents and hearing or disciplinary matters involving Owners. The Human Resources Committee will need to meet with our Paychex HR Representative and the Club Management Representative at least 2x per year, in advance of the budgetary planning session in September, and at a time earlier in the year to evaluate the overall HRM policies and programs prior to the Annual Owners Meeting. This type of schedule is designed to fulfill a regular documented review of their defined areas of responsibility. Minutes of all committee meetings, scheduled conference calls in lieu of a meeting, or similar group discussions are to be taken and issued to the Board of Directors within a reasonable time following each meeting, but no later than 10 days following each meeting. The Chair of a committee may cancel a meeting for good and sufficient reason, however, any such cancellation is to be requested in writing in advance by the Chair to the Board Liaison and President & CEO. The Quorum requirements for a committee meeting are that at least 3 people must be present/participating, preferably the regular Owner members of each committee. However, in the absence of a sufficient number of regular Owner members, the Board Liaison and the Club Management Team Member staffing a committee can be counted to establish a Quorum so that regular business of the committee can take place. Voting by a committee (inclusive of e-mail and/or telephone communications in use for the purpose of participation) may take place if there are 3 Owners present, or 2 Owners and the Board Liaison. All Committees should be comprised of at least 3 CDOA Owners, and may include up to a maximum of 7 CDOA Owners. This may include spouses as members of the same committee, (as spouses on the same committee will count as 1 member but each of them may have a vote on committee matters), or CDOA Owners who are already coming to the Club Donatello and available to serve on other committees at other times of the day. Each Owner representative has individual voting rights on committee recommendations. However, only Owners may vote on committee recommendations. The Chair of each committee is to be a non-Board member, and is appointed by the Board Liaison, and the President & CEO, or the Vice-President, in his absence. The Chair, and/or Board Liaison, may invite qualified advisory persons to be of assistance on specific issues for the committee. The presence, qualifications and purpose of such persons is to be communicated in advance to all members of the committee, inclusive of a resume' and noted in the Minutes. All Committee members must be Owners in good-standing upon confirmation of their appointment by the Board Liaison and Chair of the specific committee. They must remain Owners in good-standing during their 1-year appointment period. Any change in good-standing status after appointment must be fully resolved and approved by the Executive Committee before any further committee participation may take place. Committee members are appointed for terms of 1-year, typically beginning and ending with each Annual Owner's Meeting, unless they are temporarily replacing a member who resigned, and then the replacement member shall serve only for the balance of the year. Committee members who miss 2 consecutive regular meetings, without good and sufficient reasons, may be removed from the committee by the Board Liaison and Chair for that committee. There is no appeal of such termination action unless it is presented in writing to the Chair of the committee, the Board Liaison for the committee involved with the termination, and the President & CEO. The decision of this 3-person review group is final and there is no further appeal of the termination. Any proposed expenditure of funds requires the prior written approval of at least 2 Board of Directors members, which generally will be the Board Liaison for a specific committee and the President & CEO or Chief Financial Officer. Committee members are not authorized to sign any contracts or agreements, or issue any communications that would in any way obligate the CDOA, as all such documents must be reviewed and approved by the President & CEO and Legal Counsel, or at least two other Board of Directors members in their absence. Approved Committees and any changes to their existence will be voted on by the Board of Directors, either at a regularly scheduled meeting, or on an as-needed basis with documentation of Action Without A Meeting for such actions to be recorded in the Minutes of a subsequent Board meeting. Any questions and/or interpretations regarding these policies are to be initially referred to the President & CEO for review and expedited action, or the Vice-President in his absence. All such interpretations will be made in writing and provided to all members of the Board at the earliest possible time following such action being taken. |
|
Back...
Copyright © 2010 Club Donatello Owners Association. All rights reserved. Powered by CBT