CHARTER AND POWERS OF THE AUDIT COMMITTEE
January 14, 2005
RESOLVED, that the Board hereby establishes the Audit Committee of the
Foundation Board of Directors (the "Audit Committee") as a Committee of the
Board pursuant to Article VI, Section 6.1 of the Bylaws.
RESOLVED, that the
charter and powers of the Audit Committee shall be:
Overseeing that management, including officers and staff, has
the reliability and integrity of the accounting policies
financial reporting and disclosure practices of the Foundation;
Overseeing that management has established and maintained
to assure that an adequate system of internal control is
within the Foundation;
Audit Committee shall be comprised of three or more directors as determined by
the Board, none of whom shall be officers of the Foundation, and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. The
officers of the Foundation shall be invited to be in attendance at meetings of
the Audit Committee and to participate in the deliberations thereof, except as
the Committee may otherwise determine.
Chairperson of the Foundation, with the approval of a majority of the Directors
then in office, shall appoint the members of the committee, including the Chair.
Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communication, the
Committee should meet at least annually with management, and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee should meet with the independent accountants and
management to review the Foundation annual financial statements before they are
RESOLVED, that the
Audit Committee shall have the following specific powers and duties:
CONTINUOUS ACTIVITIES - GENERAL
Provide an open avenue of direct communication between the
auditor and the Board of Directors.
Meet as circumstances require. The Committee may ask
of management or others to attend meetings and provide
information as necessary.
3. Confirm and
assure the independence of the independent auditor.
Review with the independent auditor the coordination of audit
to assure completeness of coverage, reduction of redundant
and the effective use of audit resources.
Inquire of management and the independent auditor about
risks or exposures and assess the steps management
taken to minimize such risk to the Foundation.
and review with the independent auditor:
The adequacy of the Foundation’s internal controls including
information system controls and security.
Findings and recommendations of the independent auditor
the Foundation’s system of internal controls together
and review with management and the independent auditor:
Significant findings during the year, including the status of
Any difficulties encountered in the course of audit work
any restrictions on the scope of activities or access to
Meet periodically with the independent auditor and
in separate executive sessions to discuss any
that the Audit Committee or these groups believe should
discussed privately with the Audit Committee.
Report periodically to the Board of Directors on significant
of the foregoing activities.
Review with the independent auditors and financial and
personnel, the adequacy and effectiveness of the
and financial controls of the Foundation, and elicit any
for the improvement of such internal control
or particular areas where new or more detailed
or procedures are desirable. Particular emphasis
be given to the adequacy of such internal controls to
any payments, transactions, or procedures that might be
illegal or otherwise improper. Further, the Audit Committee
should review Foundation policy statements to
their adherence to the code of conduct.
Review accounting and financial human resources and
planning within the Foundation.
Submit the minutes of all meetings of the Audit Committee to,
discuss the matters discussed at each Committee meeting with,
Board of Directors.
CONTINUOUS ACTIVITIES - RE: REPORTING SPECIFIC POLICIES
Advise management and the independent auditor they are
to provide a timely analysis of significant current financial
issues and practices.
Provide that financial management and the independent
discuss with the Audit Committee their qualitative
about both the appropriateness, and the acceptability,
accounting principles and financial disclosure practices used or
to be adopted by the Foundation and, particularly, about
degree of aggressiveness or conservatism of its accounting
and underlying estimates.
Inquire as to the auditor's independent qualitative judgments
the appropriateness, not just the acceptability, of the
principles and the clarity of the financial disclosure
used or proposed to be adopted by the Foundation.
Inquire as to the auditor's views about whether management's
of accounting principles are conservative, moderate, or
from the perspective of income, asset, and liability
and whether those principles are common practices or
Determine, as regards to new transactions or events, the
reasoning for the appropriateness of the accounting
and disclosure practices adopted by management.
Assure that the auditor's reasoning is described in determining
appropriateness of changes in accounting principles and
Inquire as to the auditor's views about how the Foundation’s
of accounting principles and disclosure practices may affect
Foundation’s current and future financial statements.
Recommend the selection of the independent auditor for
by the Board of Directors, approve compensation of the
auditor, and review and approve, when and as
the discharge of the independent auditor. On annual
the Committee shall review, and discuss with the
auditors, all significant relationships the auditors have
the Foundation to determine such independence.
Consider, in consultation with the independent auditor, the
scope and plan of the independent auditor.
Review with management and the independent auditor the
of annual audits and related comments including:
The independent auditor's audit of the Foundation's annual
statements and its report thereon.
Any significant changes required in the independent auditor's audit plans.
Any difficulties or disputes with management encountered
the course of the audit.
matters related to the conduct of the audit that are to be communicated to the
Audit Committee under Generally Accepted Auditing Standards.
Review the results of the annual audits of director and officers'
accounts and management perquisites prepared by the
Review annually with the independent auditor the results of
monitoring of compliance with the Foundation’s code of
Arrange for the independent auditor to be available to the full
of Directors at least annually to help provide a basis for the
appointment of the auditor.
Assure that the auditor's reasoning is described in accepting or
significant estimates by management.
Review the Committee's Charter annually and recommend such
as may seem appropriate.
"WHEN NECESSARY" ACTIVITIES
Review and approve requests for any management consulting
to be performed by the Foundation’s independent
and be advised of any other study undertaken at the
of management that is beyond the scope of the audit
Review periodically with the Foundation’s Executive Director
legal and regulatory matters that may have a material impact
the Foundation’s financial statements, compliance policies and
Conduct or authorize investigations into any matters within the
scope of responsibilities.