Article 5: Audit Committee

Section 1

There shall be an Audit Committee composed of not less than three Trustees, one of whom shall be elected Chair.  The members of the Committee shall be elected by the Board at its annual meeting and will serve until the next annual meeting and until their successors are elected.  Trustees elected to the Audit Committee must be “independent” as that term is defined in Section 102(a)(21) of the Not-for-Profit Corporation Law.  In the case of a vacancy in the Audit Committee, the same may be filled by the Board at meeting.  The Board of Trustees may designate an alternate  Trustee who may attend a meeting in the place of an absent member and exercise any and all powers that the absent member might have exercised.

Section 2

The Audit Committee shall provide oversight on behalf of the Board of the audit activities of the corporation and its operating entities. The Audit Committee may in its own discretion conduct such investigations of the financial affairs of the corporation and its operating entities as it deems desirable or as the Board may from time to time request.

Section 3

The Committee shall make recommendations to the Board on the annual election of public accountants for review of AUI fiscal matters.