Audit Committee

The Audit Committee shall be responsible for assuring the independence of the Association's independent auditor, reviewing the Association's accounting policies and the adequacy of internal control systems, and overseeing the accuracy of the Association's financial statements and reports. The specific duties and responsibilities of the Audit Committee are set forth in Appendix B and may be amended, as appropriate, by the House of Delegates.

The Audit Committee shall consist of seven members who are free from any relationship that would interfere with the exercise of their independent judgment on behalf of the Committee. They shall be appointed by the President:

(1) Initial appointments shall be effective February 1, 2008, and terms of appointment shall be staggered, with four members appointed to serve for two-year terms, and three for one-year terms. For the initial appointees, the period from February 1, 2008 to May 31, 2008 shall be considered part of the first year of the term. Thereafter, the members being appointed in any given year shall serve for two-year terms. All appointments shall be subject to confirmation by the Executive Committee and ratification by the House of Delegates. The Executive Committee shall determine that each appointee is free from any relationship that in its opinion would interfere with the exercise of his or her independent judgment as a member of the Audit Committee. Members completing their terms shall be eligible for reappointment.

(2) The chair of the Audit Committee shall be designated by the President subject to confirmation by the Executive Committee and ratification by the House of Delegates.

(3) The Chair shall have the authority to call an executive session meeting of the Audit Committee at which only voting members of the Committee shall be entitled to attend.

(4) A vacancy arising during any term shall be filled for the unexpired balance of the term by appointment made by the President then in office, subject to confirmation by the Executive Committee and ratification by the House of Delegates.

(5) The Treasurer shall serve as an ex officio member, but shall not be permitted to vote in the deliberations of the Committee. Neither the President, the President-Elect, the Secretary, nor the Chair of the Finance Committee shall be eligible to serve as members of the Committee in any capacity.