There shall be the following standing committees. The members and chair- of each committee- shall be appointed by and serve at the pleasure of the Foundation President, subject to the approval of the Board. The President of Cal State LA, and the Executive Director shall be ex-officio members of each standing committee except the Investment and Finance Committee. Except as otherwise provided below, the Board may appoint additional members who are Trustees or persons associated with The Foundation as described in Section 2 of Article IV (relating to persons associated with The Foundation). Persons who are not voting members of the Board may serve on committees only in a non-voting advisory capacity.
1. Executive Committee
1.1 Composition
The Executive Committee shall have not fewer than five (5) nor more than nine (9) members, the exact number of members to be fixed from time to time by resolution of the Board. All members of the Executive Committee shall be members of the Board, and only voting members of the Board shall be voting members of the Executive Committee. The following Trustees shall be members of the Executive Committee:
- The President;
- Vice President;
- The Treasurer;
- The Secretary;
- The President of Cal State LA; and
- Such other Trustees as shall be appointed by the President and ratified by the Board.
The Chief Financial Officer of Cal State LA shall serve on the Executive Committee in a non-voting advisory capacity.
1.2 Duties and Powers
Subject to any limitations in the Foundation's Articles of Incorporation, Section 14.2 of Article V of these By-Laws, resolutions adopted by the Board, or applicable law, the Executive Committee shall, under the direction of the Board, manage the activities and affairs of the Foundation and shall have all the rights, powers and authority to act on behalf of the Board on all matters between regular meetings of the Board.
2. Investment and Finance Committee
The Investment and Finance Committee shall be composed of not fewer than three (3) voting Trustees. The Investment and Finance Committee shall supervise the investment of The Foundation's funds in accordance with Investment Policy Statements adopted by the Investment and Finance Committee and approved by the Board. The Investment and Finance Committee shall also oversee budgets and financial reports.
3. Governance Committee
The Governance Committee shall be composed of not fewer than three (3) voting Trustees. The Governance Committee shall be responsible for periodic review of The Foundation’s governing documents, Trustee orientation and evaluations. Prior to the last meeting of the fiscal year of the Board, the Governance Committee shall prepare and submit a slate of candidates for election to the Board and a slate of candidates for election as the officers of The Foundation for the next fiscal year.
4. Audit Committee
The Audit Committee shall be composed of not fewer than three (3) voting Trustees, none of whom are employees of the Foundation nor the President or Treasurer of the Foundation. Neither the chair or the Audit Committee nor more than 49% of the members of the Audit Committee may also serve on the Investment and Finance Committee.
The Audit Committee shall be responsible for Audit oversight, including, but not limited to, making recommendations to the Board with respect to the engagement or discharge of independent auditors, directing and supervising audit functions, and reviewing with independent auditors the plans, scope and supplemental instructions for the audit. The President of Cal State LA shall receive copies of all Foundation related audit reports.
5. Development and Gift Acceptance Committee
The Development and Gift Acceptance Committee shall be composed of not fewer than three (3) voting Trustees. The Committee shall oversee and direct all fund raising activities of the Foundation with the support of the Cal State LA Office of Institutional Advancement.