Article 8 – Committees


8.1 There shall be the following standing committees of the Board:

8.1.1 Executive Committee
8.1.2 Nominating Committee
8.1.3 Audit and Finance Committee
8.2 The Board may from time to time designate such other working committees as it deems appropriate and appoint members to such committees.
8.3 Appointment of Committee Members

8.3.1 At each meeting of the Board at the time of the Annual General Meeting, the Nominating Committee shall recommend all members of standing committees. The Board shall consider such report and make appointments for such positions.
8.3.2 The Board may fill vacancies that arise between Annual General Meetings.
8.3.3 A committee appointment may be terminated at any time on written notice by the Board.
8.4 Term of Office

Unless otherwise specified, the term of office for committee members is three (3) years and may be renewed for one further consecutive term.

8.5 Duties of Committees

The Board shall establish terms of reference for all standing committees and working committees.

8.6 Decisions of Committees

All decisions of a standing committee established shall be reported to the Board for consideration at the earliest subsequent meeting of the Board.

8.7 Executive Committee

The Executive Committee shall consist of the President, President-elect and the Immediate Past President.

8.7.1 Each member of the Executive Committee shall have one vote.
8.7.2 The President shall be the Chair of the Executive Committee.
8.7.3 The Executive Committee shall be empowered to: Undertake the annual performance evaluation of the Executive Director. Deal with issues pertaining to governance of FMRAC. All actions of the Executive Committee shall be deemed to be actions of the Board, subject to subsequent ratification by the Board. Meetings of the Executive Committee may be either in person or by telephone or electronic means.
8.8 Nominating Committee

8.8.1 The Nominating Committee shall have regional representation consisting of the Immediate Past-President and three Directors from the other three regions.
8.8.2 The Chair of the Nominating Committee shall be the Immediate Past President.
8.8.3 The Nominating Committee shall consult with representatives of each Member. or
8.8.4 Meetings of the Nominating Committee may be either in person or by telephone or electronic means.
8.9 Audit and Finance Committee

At the meeting of the Board immediately prior to the Annual Meeting of the Members, the Nominating Committee shall submit a slate of proposed candidates for consideration for appointment by the Board to the Audit and Finance Committee.

The Audit and Finance Committee shall consist of three (3) individuals; two of whom shall be the following:

8.9.1 Members of the Audit and Finance Committee should have familiarity with financial matters; audits; fiscal issues and general banking. No member of the Audit and Finance Committee may be related to another member of such Committee.
8.9.2 The Chair shall be a Director of FMRAC. One individual shall be a Chief Financial Officer of a Member then holding office.
8.9.3 The duties of the Audit and Finance Committee shall be prescribed by the Board and shall include the following: Reviewing the annual audit plan in conjunction with the auditors. Reviewing risk assessment and compliance with laws and internal policies applicable to FMRAC. Preparing the draft budget of FMRAC for approval by the Board. Reviewing the budget of FMRAC periodically and making recommendations for any adjustments. Reviewing the financial statements of FMRAC in consultation with FMRAC’s auditor. Considering and recommending to the Board the reappointment or appointment of auditors. Considering qualification for membership on the Audit and Finance Committee. Reviewing and updating the financial policies of FMRAC.
8.9.4 The Audit and Finance Committee shall meet with the auditors at least once per fiscal year or as may be required either by a request of the Committee or the auditors.
8.9.5 Meetings of the Audit and Finance Committee may be either in person or by telephone or electronic means.