BENSON AREA COMMUNITY FOUNDATION FUND
The Benson Area Community Foundation Fund (the “Fund”) has been established as a designated fund of Southwest Initiative Foundation (“SWIF”) pursuant to the Benson Area Community Foundation Fund Declaration Establishing Fund (the “Fund Instrument”). These Operating Procedures, together with the Fund Instrument, govern the management and operations of the Fund. If the Fund provides scholarships, the SWIF Scholarship Policies and Selection Procedures also apply; if the Fund provides disaster relief, the SWIF Disaster Relief Policies and Selection Procedures also apply.
100 DUTIES OF THE ADVISORY COMMITTEE
The Advisory Committee (“the Committee”) assists SWIF with respect to the local operations of the Fund. The Committee is responsible for building relationships with donors and local nonprofit organizations and within its own ranks, assisting with Fund development, and recommending projects for funding by SWIF. Because the Fund is a designated fund of SWIF, SWIF retains ultimate authority, ownership, and control over all aspects of the Fund.
The Committee shall meet at regular intervals to discuss and approve recommendations regarding grants from the Fund. All recommendations approved by the Committee shall be submitted to the President/CEO of SWIF or his or her designee. Such recommendations shall be considered, as appropriate, either or by the SWIF Board of Directors or by the President/CEO of SWIF. A representative of the Committee may meet with a representative of SWIF to discuss such recommendations. Such a meeting shall be held at a time and place which is mutually agreeable to both parties. All recommendations submitted by the Committee to SWIF shall be considered by, but shall not be legally binding on, SWIF.
200 ADVISORY COMMITTEE MEMBERS
201 Qualifications and Composition
The Committee shall consist of a maximum of thirteen (13) members, as determined by the Committee and subject to the approval of SWIF. Members of the Committee shall be selected to bring a variety of interests and expertise to the Committee, without regard to such person’s status as a donor.
202 Terms and Term Limits
Committee members shall serve for a term of three (3) years, staggered so that approximately one-third of the Committee members’ terms expire each year. No Committee member shall serve more than two (2) consecutive three-year terms. If an individual is selected to a term of less than three years, such term shall be disregarded for the purposes of the previous sentence.
203 Annual Appointments
At its annual meeting, the Committee shall nominate for appointment new or returning members to fill the positions of members whose terms are expiring and forward such nominations to SWIF, which shall make appointments.
If a position on the Committee becomes vacant for any reason, the remaining members of the Committee may nominate a successor and forward such nomination to SWIF, or the Committee may leave such position vacant so long as the number of Committee members does not fall below the required minimum.
Any Committee member may resign at any time by giving written notice to the Secretary of the Committee. Such resignation shall be effective upon delivery, unless a later date is specified in the notice.
Any Committee member may be removed by a majority of all members of the Committee, not including the member proposed for removal, at a duly called and held meeting of the Committee. Notice of the proposed removal will be given to Committee members with the notice of the meeting. The Committee member involved will be given the opportunity to be present and to be heard at the meeting at which his or her removal is considered. The SWIF Board of Directors may remove any Committee member at any time. Upon request, the member involved will be given the opportunity to be present and to be heard at the meeting of SWIF’s Board of Directors at which his or her removal is considered.
No compensation will be paid to any Committee member for services rendered as a member of the Committee.
300 ADVISORY COMMITTEE MEETINGS
301 Place and Times of Meetings
The Committee may hold its annual, regular, and special meetings at such times and places as may be determined by a majority of the Committee or the chairperson of the Fund.
302 Annual Meeting
An annual meeting of the Committee will be held in July for the purpose of electing a chairperson, a vice-chairperson, a secretary, and a treasurer and conducting such business as may come before the Committee.
303 Regular Meetings
Regular meetings shall be conducted quarterly or as determined by a majority of the Committee.
304 Special Meetings
Special meetings maybe called at any time by the chairperson of the Committee, by two or more members of the Committee, or by SWIF.
Notice of all meetings shall be provided to each Committee member and to SWIF. Notice of regular, special, and annual meetings will be mailed or e-mailed at least five business days prior to the day such a meeting is held. Any Committee member may make written waiver of the notice before, at, or after the meeting. The waiver will be filed with the person who has been designated to serve as secretary of the meeting; this person will enter it in the records of the meeting. Appearance at a meeting is deemed a waiver unless the member attends for the express purpose of asserting the illegality of the meeting.
The Committee shall keep regular minutes of its meetings that record the actions taken at the meeting, members who were present, and voting on actions at the meeting, and such other information as may be appropriate. Meeting minutes shall be provided to all members of the Committee and to SWIF with the meeting notice.
At all meetings of the Committee, each member present shall be entitled to cast one vote on any motion coming before the meeting. One-half of the members must be present at a duly called meeting to constitute a quorum. A simple majority affirmative vote of the members present at a duly called meeting is required to pass a motion, except as otherwise required by these operational guidelines. Proxies, assigning the voting authority of one member to another, shall not be permitted.
308 Rules of Order
Robert’s Rules of Order will be the authority for all questions or procedure at meetings.
The officers of the Committee will consist of the chairperson, vice-chairperson, secretary, and treasurer and such other officers with such duties as the Committee prescribes.
402 Term of Office
The officers of the Committee will be elected for one year terms annually by the members of the Committee at its annual meeting, subject to the approval of SWIF. Officers must be Committee members.
Any officer may be removed with or without cause by the Committee by a vote of the majority of all members. The matter of removal may be acted upon at any meeting provided that notice of intention to consider said removal has been given to each member and to the officer affected at least five business days previously. The officer involved will be given the opportunity to be present and to be heard at the meeting at which his or her removal is considered. The SWIF Board of Directors may remove any officer of the Committee at any time.
A vacancy in any office may be filled at any time by a majority vote of the Committee for the unexpired portion of the term, subject to the approval of SWIF.
It will be the duty of the chairperson to preside at all meetings of the Committee and to have general supervision of the affairs of the Committee. He or she will execute on behalf of the Committee all instruments conveying recommendations to SWIF.
It will be the duty of the vice-chairperson to perform the functions of the chairperson in that person’s absence.
The Secretary shall be responsible for ensuring that all actions and the minutes of all proceedings of the Committee are recorded in a book to be kept for that purpose, and shall be responsible for keeping all other Committee records other than those connected with the office of treasurer. He or she will give or cause to be given all notices of meetings and all other notices required by these Operating Procedures. The secretary will be the custodian of one copy of all records relating to the business of the Committee. The secretary shall be responsible for ensuring that one copy of all minutes and other records of the Committee are forwarded to SWIF.
The treasurer shall be responsible for receiving and presenting the most timely account statements available, provided by SWIF. The treasurer shall maintain necessary documentation to ensure proper stewardship of designated gifts and will be responsible for forwarding donations to SWIF in a timely manner for processing.
The Committee may by resolution establish such subcommittees as it determines are useful to assist it in the accomplishment of its duties as set forth in these Operating Procedures. Subcommittee members shall be appointed by the Committee by resolution and need not be Committee members. The authority of such subcommittees shall be limited to making recommendations to the Committee.
600 CONFLICT OF INTEREST
The SWIF Duality of Interest Policy shall apply to the Committee and its members to the same extent as it applies to the SWIF Board of Directors.
If an item is brought before the Committee for which it is impossible to take action because a majority of the members have a conflict of interest, the matter must be forwarded to the SWIF Board of Directors for action without input or recommendation of the Committee.
The Operating Procedures may be amended by the SWIF Board of Directors from time to time, with notice to all Committee members.