ARTICLE IV

ARTICLE IV:  COMMITTEES

Section 1.  Standing Committees

     There shall be five standing committees.  The Board of Directors has the right to create other standing committees as determined by the Board.  Each of the standing committees shall have a Committee Charter which defines its composition, function, leadership, reporting mechanisms, and schedule of meetings.

Executive Committee

     The Executive Committee shall consist of officers of the Board of Directors and shall have the authority to make decisions and exercise the authority of the Board of Directors.  The Chair of the Board of Directors shall be the Chair of the Executive Committee.  The Committee will determine the agenda for all meetings of the Board of Directors, take appropriate actions between Board meetings to advance the mission of OrOHC, and oversee the arrangements for oral health events sponsored by OrOHC.

Finance Committee

     The Finance Committee shall consist of at least three people appointed by the Chair, including the Treasurer for the Board of Directors.  The Chair of the Finance Committee shall be the Treasurer for the Board of Directors.  The Finance Committee shall assist the Board in overseeing the corporation’s accounting processes and controls, the corporation’s financial condition, the audits of its annual financial statements, the staff’s financial reports to the Board, the corporation’s accounting and investment policies, and the investments of the corporation.  This committee shall make recommendations to the Board of Directors for levels of dues and sponsorship fees.

Board Development and Governance Committee

     The Board Development and Governance Committee shall consist of at least three members appointed by the Chair, and shall include the Vice-Chair.  The Chair of the Board Development and Governance Committee shall be the Vice-Chair of the Board of Directors.
     The Committee shall:

  1. Identify and recruit qualified individuals to become Directors and Officers.
  1. Nominate Directors and Officers to serve the corporation.  The Committee will

     Consider the following parameters when making nominations for the Board of
     Directors:  geographic demographics including rural/urban, dental organizations,
     businesses and consumer representation.  The Committee will prepare and present a
     slate of nominees to the Board of Directors for election at the Fall meeting.  At the
     time the slate is presented, the Board shall call for any additional nominations from
     the floor, which nominations by any Director will have the like effect of any
     nomination received from the Board Development and Governance Committee.  No
     nomination may be submitted without the consent of the nominee.  The Board of
     Directors shall vote on the slate of Directors and Officers by ballot unless there is an
     unopposed slate.  In the latter case, the Secretary shall cast and record one (1) ballot
     or the slate on motion made and carried by the Board of Directors.

  1. Oversee Director training and development.
  1. Assist the Chair of the Board of Directors and the Board in determining the

 appropriate structure, responsibilities, and membership of Board Committees and
 advisory councils.

  1. Promote sound principles and practices of corporate governance.
  1. Periodically review the performance of the Board of Directors and its Committees,

 including conducting periodic reviews (but not less than once every three years) of the
 corporation’s Articles of Incorporation and bylaws and any Board of Directors or
 committee policies, charters or similar operational or structural guidelines.

  1. Develop and recommend a process for review of policies to be approved by the

 Board of Directors.  The committee shall create and maintain a record of Board-
 approved policies.

Communications Committee
     The Communications Committee shall consist of as many members as the Board of Directors deems necessary or desirable.  The Chair of the Communications Committee shall be a member of the Board of Directors and shall be appointed by the Chair of the Board of Directors.  The Communication Committee shall be responsible for developing communications systems for use by OrOHC friends, sponsors, and the public.

Issue/Advocacy Committee
     The Issue/Advocacy Committee shall consist of as many members as the Board of Directors deems necessary and desirable.  The Chair shall be a member of the Board of Directors and be appointed by the Chair of the Board of Directors.  The Issue/Advocacy Committee shall be responsible for identifying the issues of interest to OrOHC, developing action plans and presenting them to the Board of Directors for approval.

Section 2.  Other Committees

Advisory Council
     The Advisory Council shall consist of persons invited by the Board of Directors to share their expertise, knowledge, experience and skills in the advancement of the mission of OrOHC.  Advisory Council appointments are honorary and do not require payment of dues.

Issue Committees
     The Board of Directors may establish other committees, as it deems necessary and desirable.  The Board shall determine the composition and function of such committees.  Each Committee shall have a charter defining its role in advancing the mission of OrOHC.  Such committees may exercise the specifically directed authority of the Board of Directors or be advisory in nature.  Such committees will report to the Board of Directors either directly or through one of the Standing Committees.
     The Board of Directors, with or without cause, may dissolve any committee or remove any member thereof at any time.

Section 3.  Composition, Quorum and Action of Committees Exercising Board
      Authority
     Any committee that exercises any authority of the Board of Directors shall be composed of two or more Directors and shall not include any members who are not Directors.  Such authority shall be specifically granted by the Board for the purpose of advancing the mission of OrOHC. 
     A quorum at a committee meeting exercising Board authority shall be a majority of all Committee members in office immediately before the meeting begins.  If a quorum is present, action is taken by a majority vote of Directors present.

Section 4.  Limitations on the Powers of Committees
     No Committee may authorize payment of a dividend or any part of the income or profit of the corporation to its Directors or Officers, nor may Committees approve dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation’s assets.  No Committee may elect, appoint, or remove Directors or fill vacancies on the Board of Directors or on any of its Committees.  Nor may a Committee adopt, amend or repeal the Articles of Incorporation, bylaws or any resolution of the Board of Directors.     

     No committee except the Executive Committee may take action requiring Board approval without specific authorization from the Board of Directors or from the Executive Committee.