VII. Committees

§1. Nominations and Elections Committee.

The Nominations and Elections Committee shall consist of five Corporation members who shall serve for a period of one year, or until the election of their successors. The newly elected Committee shall assume office after the retiring Committee has certified the election of the directors of the Corporation and members of the Audit Committee. No officer, employee, or member of the Board shall be eligible to serve on this Committee, which shall select its own Chair who shall be called Director of Elections, and who shall assign appropriate duties to other members of the Committee. Vacancies shall be filled by a majority vote of the remaining members of the Committee. Any member who resigns from the Nominations and Elections Committee must do so at least three months before the date of the next Annual Membership Meeting to be eligible to run for a position on the Audit Committee or Board of Directors in the election occurring with that year's meeting.

Elections shall be held at a polling place or places under the supervision of the Nominations and Elections Committee. Referenda shall be conducted by mail or at a polling place or polling places under the supervision of the Nominations and Elections Committee. The Committee may appoint clerks and assistants not to exceed five in the conduct of elections and referenda.

§2. Audit Committee.

  1. The Audit Committee shall consist of three Corporation members who shall serve a one-year term. Terms begin and end upon certification of the election by the Nominations and Elections Committee. The Audit Committee shall elect a chair. No officer, employee, or director of the Corporation shall be eligible to serve on this Committee.
  2. The functions of the Audit Committee shall be to review and evaluate: (a) the financial statements and audit reports of the Corporation and its subsidiaries; (b) its accounting system, accounting procedures, operating budget, and allocation of costs under the provisions of the Mutual Ownership Contracts; (c) policies and practices followed with respect to funded and other reserves; (d) the investment and other financial policies and practices; and (e) pursuant to the policies established by the Board and the Bylaws, the various operations of the Corporation, including maintenance, sales, and sales financing programs in order to determine management's effectiveness in administering the affairs of the Corporation economically and efficiently.
  3. The Audit Committee may make such reports and recommendations to the Board of Directors and to the membership of the Corporation as it may deem appropriate, and shall make an annual report to the membership of the Corporation concerning its findings, and its operations throughout the year, and such report shall contain an accounting of all Audit Committee expenditures throughout the year. Majority recommendations or reports made to the Board shall be placed on the Agenda for an upcoming Board meeting within three (3) months.  Reports to the membership other than at the regular annual meeting of the members of the Corporation shall be mailed or delivered no later than thirty days after presentation to the secretary or to the business office of the Corporation. Vacancies on the Committee shall be filled by the remaining membership of the Committee, after notice of the vacancies is publicized by the Audit Committee and a two week period is provided for submission of suggested names of candidates to the Committee.

Members of the Audit Committee shall have the right to attend all regular and special meetings of the Board of Directors of GHI and all subsidiary corporations, including executive sessions, and shall be furnished with copies of all minutes. They shall also be given access to all books and records of the Corporation. The Audit Committee shall have the right to consult with the Corporation attorneys and auditors and shall be furnished with available clerical assistance. An annual appropriation for the Audit Committee in the amount of $7,500 shall be included in the operating budget of the Corporation and the Audit Committee shall be authorized to engage legal, accounting, tax, or other consultants or clerical assistants as may be required to facilitate the work of the Committee up to the total amount of the appropriation. The appropriation shall also cover the reimbursement to members of the Committee for the actual expenses incurred by them in behalf of or for the benefit of the Corporation, provided that prior authorization is given by the Committee for such expenditure. Should additional funds be found necessary, the Audit Committee may request, and the Board of Directors may grant, additional funds.

The members of the Audit Committee shall be compensated in such amount as the members of the Corporation shall direct.

§3. Other Committees.

The Board and the membership may designate and establish duties of additional committees to carry out other functions of the Corporation.