The Board of Education is a corporate body. It is understood that the members of the Board have authority only when acting as a Board legally in session. The Board will not be bound in any way by any action or statement on the part of any individual Board member except when such statement is pursuant to specific instructions and official actions taken by the Board.

Insofar as possible, all committee work should be done as a committee of the whole. However, the Board authorizes Board Committees to assist with the work of the Board. Work conducted during committee meetings has no force of final authority and are acts under, subordinate to, and advisory to the Board. Advance notice of at least five (5) days must be given to all committee and Board members, the public, and the media, except in emergencies where notice will be provided at least twenty-four (24) hours prior to the meeting, where practicable. A written record should be kept for each meeting and submitted during a regular meeting to the full Board for acceptance into the District's official public record.

Ad Hoc, Standing and Advisory Committees

The Board may establish ad hoc, standing and advisory committees at any time to facilitate and support the work of the Board. A majority of Board members must agree to the formation of the committee. All Board established ad hoc, standing and advisory committees shall be subject to the following, except where otherwise provided:

• The functions of all committees shall be fact-finding, deliberative, and advisory, but not administrative.
• All ad hoc and standing committee meetings shall be conducted in accordance with Robert's Rules of Order, Newly Revised.
• A majority of the Board members who are appointed to an ad hoc or standing committee shall constitute a quorum for the transaction of business of that committee.
• All voting shall be by those appointed committee members present at the meeting. Voting by telephone or proxy will not be permitted.
• The Board Chairman is responsible for appointing membership to committees with the exception of the appointment to ad hoc committees of a person (s) external to the District and advisory committee appointments. In the case of ad hoc committee appointments, both the Board Chairman and the ad hoccommittee chair may recommend external members, but the Board must approve the recommendation. In the case of standing committee appointments, appointees shall be ratified by a majority vote of the Board. In the case of advisory committee appointments, any individual Board member may recommend members, but the Board must approve the recommendation; the Board Chairman, however, may appoint Board member(s) to serve only as liaisons to an advisory committee.
• The Board Chairman is also responsible for appointing the chair of ad hoc and advisory committees. Once appointed, the chair of a committee may delegate responsibility for coordinating a committee project to committee members and/or may identify committee members to serve as vice chairs.
• The Chairman of the Board and Superintendent (or designee) shall be nonvoting, ex-officio members of all committees, except advisory committees.
• Upon request from the Chairman of the Board, the Superintendent shall appoint such members of the administration as may be necessary and appropriate to assist the Board committee in its tasks.
• All Board members who are not appointed to a particular ad hoc or standing committee are permitted to attend and may participate, at the discretion of the committee chairman, in discussions in those committee meetings; however, they are not entitled to vote. Only duly appointed committee members are entitled to vote. In the case of advisory committees, a Board member appointed as a liaison shall serve only in that capacity. Board members who are not the appointed liaison(s) are permitted to attend but not participate in discussions.
• Reports resulting from all committee work shall be in writing; include a description of the way in which the charge was undertaken; the facts uncovered or information obtained; the findings or conclusions derived from the facts; and the committee's resolutions or recommendations approved by a majority vote of appointed committee members.
• Recommendations, proposals, resolutions, contracts, etc., requiring Board action shall be placed on the Board Meeting Agenda under “New Business” after advancing through Board Work Session in accordance with Board policy (0000 School Board Meetings, Section III).
• All committee meetings are subject to the requirements of the Open Meetings Act¹ and shall take place in a public location accessible and with sufficient space to reasonably accommodate the public.
• The Board reserves the right to dissolve any ad hoc or advisory committee by a majority vote of the Board.

Ad Hoc Committees - Ad hoc committees are established for a limited time period in order to investigate and deliberate over specific issues or topics that are of concern. Any Board member may propose the establishment of an ad hoc committee by motion. The motion shall include a written proposed charter. The charter must contain, among other items, the committee's proposed membership composition (i.e. number of Board members, number of external members, types of external members [business, medical, and/or religious community, parents, students, etc.]); purpose and responsibilities; and its expected duration. When the Board determines that an ad hoc committee should be established, the Board must approve a charter for the committee prior to appointing members to the committee. Subsequent to approval, charters may be amended by a majority vote of the Board.

Only Board members may chair ad hoc committees. However, persons external to the District may serve as members on ad hoc committees. To serve, they must be recommended by the chair of the ad hoc committee or the Board Chairman and approved by the full Board. External ad hoc committee members shall have full participation on the committee, including full voting rights. Only members duly appointed to an ad hoc committee shall have voting rights. Ad hoc committees shall be dissolved after the committee work is completed.

Standing Committees - Only Board members may serve on standing committees. Standing committees shall be comprised of three (3) or five (5) Board members. Standing committees shall be listed in the policy manual along with the committee's specific purpose; responsibilities; processes and procedures; committee qualifications, if any; length of term; meeting schedule; and any other requirements of the committee. Standing committees shall continue until the Board approves its dissolution. Standing committees shall include the following:

Audit Committee - The purpose of this committee is to provide added protection to the Board in discharging its responsibility for the overall stewardship of District affairs, particularly its financial management; to provide public support for the District's audit programs; to provide assurances that the overall levels of audit coverage are both reasonable and appropriate to protect the District from undue risks; to assist in obtaining effective corrective action and necessary improvement based upon audit findings and recommendations from external and internal auditors; to review compliance with Board policies, the School Activities Accounting Manual and the Internal School Uniform Accounting Policy Manual; and to provide the Board and the public with additional assurances that the prescribed systems of internal controls are functioning as intended to protect the District from fraud, abuse, and waste.

Although the audit committee has the responsibilities set forth below, it is not the responsibility of the audit committee to plan or conduct routine audits or to be the primary determinant that the District's financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles and applicable rules and regulations. These tasks are the responsibility of management and the independent auditor; the audit committee has an oversight responsibility to see that the objective is achieved. This committee is advisory in nature; its recommendations regarding audit findings and exceptions and any other items shall be provided in writing to the Board and the Superintendent.

General Responsibilities -
- Conduct an annual review of the audit committee's responsibilities and provide to the Board, if necessary, recommended revisions for approval;

- Establish a training program in consultation with and/or provided by the District's third-party external auditor or other consultant for audit committee members to develop the necessary financial expertise;

- Review internal and external audit reports;

- Prepare and submit annual audit committee activities report;

- Prepare, approve, and submit meeting minutes to the Board, appropriately notating all reviews and recommendations;

- Develop and conduct an annual self-assessment of the effectiveness and efficiency of the audit committee with the District's third-party external auditor;

- Review the District's procedures for reporting on problems, including whistle-blower hotline;

- Review critical Board policies relating to Audit and Finance; and

- Perform specific audit committee assignments as requested by vote of the Board.

Specific Responsibilities:

Internal Audit

- Review and approve the annual plan for the upcoming fiscal year;

- Review management's implementation of recommendations made by the internal auditors, or reasons why recommendations are not being implemented;

- Make recommendations related to the effectiveness of the internal audit effort; and

- Review the adequacy of the internal audit budget in relation to annual audit plan.

External Audit

- Review recommendations related to hiring of external auditing firms when necessary; recommend areas to be emphasized in the external audits; and

- Review the annual financial statements and the accountants' reports, including management letters related to improving the accounting and internal control systems and staff responses.

Committee Processes and Procedures:

-Committee Requests for information

• Submit requests to the committee chair for Committee approval
     -Requests may be reviewed by the chair with the director of internal audit and chief financial officer for recommendations (e.g. information relevancy, scope, nature, etc.)

• Committee approved requests for information shall be made to the Superintendent (or his/her designee)

-Process for Special Investigations¹

• Submit request to committee chair with supporting documentation for Committee approval
      -Requests are reviewed by the audit committee with the director of internal audit and chief financial officer for recommendations (e.g. relevancy, scope, nature, etc.)

¹The Committee's special investigations are not intended to interfere with or supersede Federal/State laws or regulations pertaining to reporting/investigations.

• Once reviewed, requests for special investigations shall be approved by the Committee

• Committee approved special investigations shall be noticed to the Superintendent, where appropriate

• Any information requests required for the investigation shall be made in accordance with the “Requests for Information” process provided above

• All findings and any recommendations shall be presented to the Board

Committee Member Qualifications:

Each Board Audit Committee member shall maintain an objective viewpoint that is necessary for effective functioning of the committee. A strong background in finance, accounting, or auditing is not necessary, although such a background in at least one member is desirable.

Length of Term:

Members of the audit committee shall serve for three (3) year terms, and can be appointed to successive one-year terms by majority vote of the Board. Appointment of Board members to the audit committee shall be ratified by majority vote of the Board. Any vacancies prior to the expiration of a committee member's term shall be filled in the same manner as initial appointments and the appointee shall serve the remainder of the term. The audit committee chair shall be elected by the audit committee annually. Members' terms shall be staggered to minimize the impact of member turnover.

Meeting Schedule:

The committee shall schedule regular meetings at least quarterly and such special meetings and conferences as it deems necessary. The committee chairman shall determine the date, hour, and the place of meetings. Special meetings may also be called at the written request of a majority of the members of the committee.

The number of meetings shall be sufficient to review;

- The plan for the annual independent audit;

- The District's financial statements and the results of examinations performed by independent auditors; and

- Significant findings and recommendations resulting from internal audit examinations.

Summary reports on each audit and committee recommendations related thereto shall be prepared in sufficient detail to convey the substance of committee findings.

Audit Committee Advisors:

The audit committee, by majority vote, shall select up to five (5) community members to serve as advisors to the Board Audit Committee; at least three (3) community members shall possess accounting and auditing expertise (e.g. CFO, CPA, and CIA) or the equivalent professional experience. Audit Committee Advisors shall be nominated by Board members. All nominees shall be considered by the audit committee and the nominees selected by the committee shall be ratified by a majority vote of the Board. Appointees shall serve a minimum of three (3) years, unless said appointment is decreased or increased by a majority vote of the audit committee.

Advisory Committees - The Board may establish advisory committees to advise the Board on certain issues of interest to the District. Recommendations of advisory committees are not binding but are essential to the Board's deliberations over critical issues of the District. Advisory committees may be comprised of persons external to the District (e.g., President of the NSBA Board of Directors), community members, and other internal (e.g., District personnel consultant) and external (e.g., TN department of education representative) stakeholders. To serve, they must be recommended by a Board member and approved by the full Board. The Board Chairman, however, may appoint Board member(s) to serve as liaisons to advisory committees. When the Board determines that an advisory committee should be established, the Board must adopt a charter for the committee prior to appointing members. The charter should contain, among other items, the following:

o The length of time each advisory committee operates, except as otherwise provided by Board policy;

o The purpose for which the advisory committee was created;

o The number of members to be appointed;

o How the leadership of the committee will be determined;

o The names and duties of professional persons or Superintendent recommended district staff who will furnish staff assistance to the committee;

o The length of each advisory committee member's appointment;

o The authority of the advisory committee to involve individuals other than those named, if necessary;

o The responsibility of the advisory committee to keep minutes and make them available to the Board;

o A clear statement of the Board's desire to have specific recommendations for Board action in the advisory committee report(s); and

o The frequency of Board reports expected.

Advisory committee members are subject to the Board's rules and regulations for participation on advisory committees.

The Board will endeavor to appoint Advisory Committees that are broadly representative of the diversity of the community.

Board Review

No later than January 30, 2014, the Board shall review this policy. After January 30, 2014, the Board shall review and/or revise this policy in accordance with Board policy and state law.