Article 8 – Committees

8.1

There shall be the following standing committees of the Board:

8.1.1	Governance Committee
8.1.2	Audit and Finance and Risk 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	The Governance Committee shall recommend all members of standing committees at meetings of the Board at the time of the Annual General Meeting. 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

Governance Committee:

8.7.1

The five-member Governance Committee shall consist of the President, the Immediate Past-President, the President-Elect, the Treasurer, and one (1) member at large.

8.7.2

Each member of the Governance Committee shall have one vote.

8.7.3

The Immediate Past-President shall be the Chair of the Governance Committee.

8.7.4

The Governance Committee shall be empowered to:

8.7.4.1	Oversee the selection and undertake the annual performance evaluation of the Executive Director.
8.7.4.2	Nominate Directors, Officers, and committee members.
8.7.4.3	Oversee the structures and processes of FMRAC governance, including the review and recommendation of by-laws and non-financial policies and the evaluation of Board performance.
8.7.4.4	Take actions on behalf of the Board, subject to Terms of Reference approved by the Board.

8.7.5

Meetings of the Governance Committee may be either in person or by telephone or electronic means.

8.8

Audit, Finance and Risk Management Committee

8.8.1

Members of the Audit, Finance and Risk Management Committee should have familiarity with financial matters; audits; fiscal issues and general banking. No member of the Audit, Finance and Risk Management Committee may be related to another member of such Committee.

8.8.2

The Audit, Finance and Risk Management Committee shall consist of four (4) individuals:

8.8.2.1	The Chair shall be a Director of FMRAC and shall be appointed Treasurer.
8.8.2.2	Two individuals shall be Directors of FMRAC who are not officers of FMRAC.
8.8.2.3	One individual shall be a Chief Financial Officer, or equivalent, of a Member then holding office.

8.8.3

The duties of the Audit, Finance and Risk Committee shall be prescribed by the Board and shall include the following:

8.8.3.1	Reviewing the annual audit plan in conjunction with the auditors.
8.8.3.2	Reviewing compliance with laws and internal policies applicable to FMRAC.
8.8.3.3	Preparing the draft budget of FMRAC for approval by the Board.
8.8.3.4	Reviewing the budget of FMRAC periodically and making recommendations for any adjustments.
8.8.3.5	Reviewing the financial statements of FMRAC in consultation with FMRAC’s auditor.
8.8.3.6	Considering and recommending to the Board the reappointment or appointment of auditors.
8.8.3.7	Considering qualification for membership on the Audit, Finance and Risk Committee.
8.8.3.8	Reviewing and updating the financial policies of FMRAC.
8.8.3.9	Reviewing FMRAC’s risks and risk management activities and receiving regular updates on the risk register.

8.8.4

The Audit, Finance and Risk 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.

8.8.5

Meetings of the Audit, Finance and Risk Management Committee may be either in person or by telephone or electronic means.