5 Foundation Committees

Section 5.1. General

The Board of Directors may establish committees, standing or ad hoc, in addition to the committees provided by this Article V, with such duties and powers as it may provide in order to carry out the program and purposes of the Foundation. No committee shall have the power to act on behalf of the Foundation except as specifically authorized in these Bylaws or by specific resolution of the Board of Directors.

Section 5.2 Bylaws Committee

The Chairperson of the Board of Directors shall appoint, to serve for a term of one year at least three Directors to serve on a Bylaws Committee, and shall designate a chairperson thereof. The Bylaws Committee shall review the Bylaws. of the Foundation and recommend any necessary or appropriate changes in the Bylaws to the Board of Directors and the Board of Trustees of Henry Ford Community College. The Bylaws Committee shall report the status of any recommended changes in the Bylaws to the Board of Directors at the annual meeting, and shall also perform such other duties as may be requested by the Board of Directors.

Section 5.3. Nominations Committee

The Chairperson of the Board of Directors shall appoint, to serve for a term of one year and until their successors are appointed and qualified, at least three Directors to serve on a Nominations Committee. The Chairperson of the Board of Directors and the Executive Director shall, ex officio, also be members of the Nominations Committee. The Nominations Committee shall annually review the status of the membership of the Board of Directors and, beginning six to three months prior to the expiration of the three year term of the Directors, the Nominations Committee shall review and make recommendations regarding the appointment or reappointment of Directors to the President of Henry Ford Community College for possible submission to the Board of Trustees of Henry Ford Community College.

Section 5.4. Executive Committee

The Chairperson of the Board of Directors, the Vice Chairperson, the Secretary, the Treasurer, and the Executive Director shall constitute the Executive Committee. The Executive Committee shall have and may exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Foundation between meetings of the Board of Directors, and shall report its actions taken at the regular meetings of the Board of Directors. The Executive Committee may designate the powers, duties, and responsibilities of the Executive Director, who shall also report his or her actions taken pursuant to such designation at the regular meetings of the Board of Directors.

Section 5.5. Finance Committee

The Chairperson of the Board of Directors shall appoint, to serve for a term of one year and until their successors are appointed and qualified, three Directors to serve on a Finance Committee, including a chairperson thereof. The Treasurer also shall, ex officio, be a member of the Finance Committee. The Finance Committee shall review and approve the creation of new funds as recommended by the Executive Director, and shall review and approve the investment policies for endowment and other Foundation funds, and shall review and approve all financial practices of the Foundation. The Finance Committee shall perform such other duties as may be requested by the Board of Directors.

Section 5.6. Audit Committee

The Chairperson of the Board of Directors shall appoint, to serve for a term of one year and until their successors are appointed and qualified, three Directors to serve on an Audit Committee, including a chairperson thereof, which three Directors shall not be members of the Executive or Finance Committees. The Audit Committee shall review the audit report submitted by the independent auditors and recommend changes in practice that may improve financial accountability. The Audit Committee shall perform such other duties as may be requested by the Board of Directors.

Section 5.7. Committee Procedures

A majority of the members of a committee shall constitute a quorum for the transaction of business of the committee; the vote of a majority of committee members present and voting at any meeting of the committee at which there is a quorum shall be the acts of the committee. Committee members, other than ex officio members and members of the Executive Committee, shall serve at the pleasure of the Board of Directors. Each committee shall establish a schedule for regular meetings appropriate to its purpose and function, shall keep minutes of its meetings, and shall report its activities to the Board of Directors.