AUDIT COMMITTEE
The Audit Committee shall assist the Board of Directors in fulfilling its oversight responsibilities with respect to (1) the audit of the Corporation’s books and records and (2) the system of internal controls that the Corporation has established.  The Audit Committee is granted the authority to investigate any matter or activity involving financial accounting and financial reporting, as well as the Corporation’s internal controls.  This Committee shall be responsible for hiring, setting compensation, and overseeing the auditor’s activities.  The Committee will meet with outside auditors at least once annually and at other times when considered appropriate.  The Committee will make regular progress reports to the Board.

POLICY FOR AUDIT COMMITTEE:
Charge:
The audit committee acts as a liaison to the organization’s independent external auditor who is a certified public accountant (“CPA”) or firm of CPAs.

Duties:

• Select the independent external auditors and review the annual fees to be paid for services rendered by them and each proposed audit plan developed by management and the external auditors.
• Meet in separate executive sessions with the independent external auditors at least once annually and at other times when considered appropriate to review the organization’s annual financial statements and reports. Consider whether they are complete and consistent with information understood by the committee members.
• Review and evaluate the management letter received from the independent external auditors and discuss recommendations for any changes necessary to remedy problems identified in the letter.
• Maintain communication between the board and independent external auditors.  At the completion of the audit, review the audit fieldwork process with the auditors. Obtain an understanding of their evaluation of management and whether they encountered any difficulties or had any disagreements with management during their audit.
  Review all journal entries proposed by the auditors.
• Recommend approval or modification of the annual audit to the Board. 
• Provide oversight in the following areas:  timely completion of federal and state tax filings and periodic review of the organization’s insurance coverage
• Provide oversight, implementation and enforcement of the Institute’s conflict-of-interest and ethics policies.

Composition of the committee:
The Audit Committee shall consist of three financially literate members, at least one of whom shall have accounting or financial management expertise, in order to better evaluate accounting firm bids to undertake auditing, and to make sound financial decisions as part of their fiduciary responsibilities.  Financial literacy refers to the ability to read and understand fundamental financial statements, including an organization’s balance sheet, and statements of revenue and expenses, changes in fund balances and cash flows.  Past employment experience in finance or accounting (including being a senior officer with financial oversight responsibilities), a professional certification in accounting, or any other comparable experience or background should qualify as accounting or financial management expertise.  Members of the audit committee must not be involved in any conflict of interest transaction or be compensated in any manner by the organization other than director’s fees paid generally to all directors, if any. The Board shall select two Directors, one of whom will serve as chair, to serve on this Committee.  The third member of the committee may be a non-member of the Board chosen by the Chair.  Officers may not serve on the Audit Committee.

COMMITTEE MEMBERS

Dan Culhane, Chair

Richard Arnold

R. Michael Gros