Resolution 2004-10-16.dbg.1: Committee Framework

October 16th, 2004

This resolution was adopted by the Board of Directors of SPI at their meeting of November 9, 2004.

Whereas

1. the day to day of the operations of a large organisation are better managed by committees with Board oversight;
2. SPI's By-laws mandates the creation of some specific committees;
3. SPI's Board may create committees as it sees fit;
4. all SPI committees must remain accountable to the Board of Directors, and by extension to the Membership of this organisation;
5. Article 10 of the By-laws outline rules governing committees;

The Board hereby resolves that:

1. Every committee shall report to the Board of Directors a minimum of once per year on their work, membership, and status. The committee's annual report shall be submitted to the Board at least one month prior to the Annual Meeting, so as to be included in the President's Annual Report;
2. Committee membership shall be administered as follows, though a committee charter may specify alternatives for any of these rules:
   1. The Board shall assign the initial membership of the committee
   2. The membership of the committee shall select an initial chair
   3. The chair shall be responsible for all future committee membership appointments
   4. The committee shall elect the chair annually following the Annual Meeting
   5. Any committee may dismiss any member of the committee by a majority vote of the committee
   6. The Board may replace any member of the committee at any time
   7. Membership in all committees shall be between four (4) and sixteen (16) members and may be adjusted by either the Board or the committee chair;
   8. Committees may select officers other than a chair at their discretion;
3. The Board Secretary shall maintain an up-to-date list of all committees, their memberships, and their charters and related resolutions on the corporate website, and the chairs of all committees shall ensure that the Board Secretary's list is up to date.