13. Committees 13.1 Committees
13.1 Committees of the Board. The Board, by resolution adopted by a majority of the entire Board, may designate, from among its members, Committees of the Board, each consisting of three (3) or more directors, and each of which, to the extent provided in the resolution or in the certificate of incorporation or these by-laws, shall have all the authority of the Board, except with respect to those matters prohibited by law or restricted by these By-Laws. Consistent with these By-Laws, the Board shall appoint an Executive Committee, Financial Review and Policies Committee, and Adjudication Committee as Committees of the Board.
13.2 Committees of the Corporation. The Board of Directors may authorize Committees of the Corporation as may be deemed desirable. The President shall appoint the members of such committees with the approval of the Board. All actions of a Committee of the Corporation shall be subject to the approval of the Board and no such committee shall have the power to bind the Board. Additionally, notwithstanding any contrary resolution of the Board, any committee which includes at least one non-director is a Committee of the Corporation. Each such committee shall have only the powers specifically delegated to it by the Board and shall not have powers which by law cannot be delegated to a committee.
13.3 The Executive Committee. The Executive Committee shall be a Committee of the Board and shall consist of the President, who shall serve as its chairperson, and the First Vice President, the Second Vice President, the Secretary, the Treasurer, and one other Board Member designated by the entire BOD. It may act on behalf of the Corporation in any matter not prohibited by statute or these bylaws when the BOD is not in session, reporting to the BOD for its ratification of the committee actions at either regular meetings of the BOD or special meetings called for the purpose, among others as may be specified, of reviewing such actions. Without limiting the foregoing general grant of authority, the Executive Committee is specifically authorized by the BOD to: maintain membership discipline, including the imposition of suspensions; commence or defend litigation in the name of the Corporation; institute and negotiate contractual relationships, provided that the approval of the BOD shall be required to enter into any such contracts; and direct all corporate communications.
13.4 The Budget Committee. The Budget Committee shall be a Committee of the Corporation and shall consist of the Treasurer, who shall serve as its chairperson, and three other members, at least one of whom shall be a member of the BOD. The Budget Committee shall be responsible to prepare each annual budget for the Corporation and to file its proposed budget with the NYSWYSA State Office not fewer than seven (7) days prior to the meeting of the BOD convened in July of each year whereat the tentative budget is to be proposed to the BOD for the ensuing fiscal year. This committee shall also be responsible to report to the BOD not less frequently than four times per year concerning the financial operations of the Corporation measured against budget.
13.5 The Financial Review and Policies Committee. The Financial Review and Policies Committee shall be a Committee of the Board and shall have the full authority of the Board with respect to those matters delegated to it as set forth in this Article IV, Section 13.5. The role of the Financial Review and Policies Committee is to provide oversight with respect to the Corporation's annual financial review and management report of financial controls. The Financial Review and Policies Committee shall consist of at least three (3) directors and all members of the Financial Review and Policies Committee shall qualify as Independent Directors, as set forth in Article IV, Section 16. The Financial Review and Policies Committee shall have responsibility for the following matters:
- overseeing the adoption of, implementation of, and compliance with the Conflict of Interest Policy and Whistleblower Policy adopted by the Board of Directors and as amended from time to time;
- overseeing the accounting and financial reporting processes and internal controls of the Corporation and the financial review of the Corporation's financial statements;
- annually recommending the retention or renewing the retention of an independent accounting firm to conduct the financial review;
- review with the independent accounting firm the scope and planning of the financial review prior to the commencement of the review, and report on such to the Board of Directors;
- upon completion of the financial review, review and discuss with the independent accounting firm and report on such to the Board of Directors:
- the results of the financial review and any related management letter;
- any material risks and weaknesses in internal controls identified by the accounting firm;
- any restrictions on the scope of the accounting firm's activities or access to requested information;
- any significant disagreements between the accounting firm and management;
- the adequacy of the Corporation's accounting and financial reporting processes; and
- annually consider the performance and independence of the independent accounting firm, and report on such to the Board of Directors.
13.6. The Adjudication Committee. The Adjudication Committee shall be a Committee of the Board. This committee shall be responsible to consider and adjudicate:
- Allegations of assaults and abuses on referees and assistant referees.
- Decisions of members within the Corporation.
- Decisions of any individual, committee, or group having responsibility for administering an activity conducted or sponsored by the Corporation, and to conduct appellate review of any Corporation disciplinary action from which review is sought, and shall exercise that jurisdiction in conformity with the rules governing appeals promulgated by the United States Soccer Federation and US Youth Soccer as from time to time amended.
A decision of the Adjudication Committee is a final decision of the Corporation. The decision may be appealed only to the United States Soccer Federation.
13.7. The Nominating Committee. The Nominating Committee shall be a Committee of the Corporation shall consist of two Board members, on of whom shall serve as its chairperson, and two other members, all appointed annually by the President with the approval of the BOD. This committee shall be responsible to identify potential candidates, to assist the BOD in nominee recruitment, and to develop recommendations to the President of persons proposed for election/appointment to fill present or impending vacancies on the BOD and any committees. From those recommendations made to the President, a report shall be made by him/her to the BOD. The notice to the membership containing the information about the AGM shall include a listing of all individuals seeking elections to those positions up for elections.