Attachment C: By-Laws
ARTICLE VI
COMMITTEES
Section 6.1 Committees
Article IX of the JPA provides for committees that shall be established and other
committees that may be established by the Board, including special or ad hoc
committees, as the Directors deem necessary and appropriate to carry on or oversee the
work of the organization and goals and purposes of the JPA.
The Board shall strive to maintain diversity in the membership of each
committee to include consideration of the size and location of the various Members.
In addition, the Board shall strive to appoint committee members with
specialized knowledge in the areas for which each committee shall have responsibility.
Section 6.2 Limitations
Any committee whether established under the JPA or by the Board, to the extent
provided in a resolution of the Board, shall have all the authority of the Board, except
that no committee, regardless of Board resolution may:
6.2.1 Take any final action on matters that also requires Board approval;
6.2.2 Fill vacancies on the Board or any committee which has the authority of
the Board;
6.2.3. Expend CPCNH funds, except as authorized by the Board;
6.2.4 Appoint other committees of the Board or the members of committees; and
6.2.5 Approve any transaction to which CPCNH is a party, and one or more
Directors have a material financial interest.
ARTICLE VII
OFFICERS
Section 7.1 Officers
The Officers of CPCNH shall consist of a Chair, the Immediate Past- Chair,
a Vice-Chair, a Secretary, a Treasurer, and such other officers (“Officers”) as shall be
determined by the Board, all of which shall be elected by the Board. All Officers
shall be members of the Board.
Section 7.2 Election and Term of Office
The Board shall elect the Officers of CPCNH by majority vote of the Directors in
attendance at each Annual Meeting. Between Annual Membership Meetings, vacancies
in any Officer position may be filled by a majority vote of the Directors present at any
regularly or specially scheduled meeting of the Board. The Officers of CPCNH shall
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