| Organizational structure: |
The business and affairs of the Foundation shall be managed by a Board of Directors which shall constitute the Foundation's governing body. The Board of Directors shall manage, control, and direct the business, affairs and property of the Foundation and shall have all powers necessary or desirable to carry out the purposes of the Foundation under its Articles of Incorporation and the District of Columbia Non-Profit Corporation Act. Any vacancy occurring in the Board of Directors may be filled by election by majority vote of the Board of Directors at the annual or at a regular meeting of the Board from the candidate or candidates either nominated by the Nominating, Governance and Ethics Committee or nominated from the floor. Within the Board of Directors, the following standing committees are established: Audit, By-Laws, Executive, Finance and Budget, Government Relations and Public Policy, Nominating, Governance and Ethics, Personnel and Compensation, Scholarships, Grants and Youth Engagement. The Board of Directors may, at its discretion, designate additional standing committees.Members of Standing Committees shall serve for a term of one (1) year and until their successors are appointed and have qualified. With the exception of the Executive Committee, Audit, Nominating, Governance and Ethics Committee, and Personnel and Compensation Committee, members and Chairs of Committees shall be appointed by the Chairperson of the Board of Directors.
The Executive Committee shall consist of the National Officers of the Foundation, the Director Chair Emeritus and the Chairs and/or co-chairs of the Investment and Scholarship, Grants and Youth Engagement Committees. The Chair of the Executive Committee shall be the Chairperson of the Board of Directors.
Further, five members of the Directors will be nominated and elected by the Board of Directors as At-Large members of the Executive Committee and will have a term limit not to exceed four years each. The At-Large members of the Executive Committee will be exempt from term limits consistent with the same exemption as it applies to Board Officers.
The Audit Committee shall consist of three Directors to be elected by the Board of Directors at its annual meeting from candidates nominated by the Chairperson of the Board. The Chair of the Audit Committee shall be selected by the Board of Directors.
The Finance and Budget Committee shall consist of the NIAF Treasurer, who shall also serve as the Committee Chair, and such other persons as may be appointed by the Chairperson of the Board.
The Nominating, Governance and Ethics Committee shall consist of Directors to be elected by the Board of Directors at its annual meeting from the candidates nominated by the Chairperson of the Board. The role of the Committee is also to encourage practices to assure and maintain the observance of high ethical standards on the part of members of the Board of Directors and staff vis-à-vis governance of, dealings with and/or services to the Foundation as might otherwise give rise to conflicts of interest.
The Personnel and Compensation Committee shall consist of such other persons as may be appointed by the Chairperson. |
| Number and type of members: |
NIAF has 3,850 dues paying members in the US, Canada, Germany, Italy, Spain and Switzerland |
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