Each year, at its annual meeting, following the election of the Executive Officers, the Board shall elect from among its Board Members an Executive Committee which shall consist of eleven total Members comprised of:

Members of the Executive Committee shall be elected for one year terms and may serve on the Executive Committee for no more than seven cumulative terms.

The President (Chair), in consultation with the members of the Executive Committee, shall regularly schedule meetings of the Executive Committee. The number and location of such meetings shall be at the discretion of the Chair.

The Executive Committee shall have and may exercise all the of the authority of the Board of Directors, whether conferred by law or IPMI Bylaws, except for certain powers specifically reserved for the full Board.

The Audit Committee principal functions are to review and formally approve an annual audit prepared by IPMI’s Independent Certified Public Accounting Firm and formally present the audit report to the Board of Directors. The committee shall also review drafts of the IRS Form 990’s and related tax returns and affirmatively make a recommendation for approval to the Board. The Audit Committee also will conduct periodic reviews of the IPMI’s investment portfolio versus the investment policy.

The Audit Committee shall also:

• Assist in the preparation and review of internal accounting policies, procedures, and guidelines, conduct oversight, and inform the Board of such policies and procedures and not in compliance.
• Regularly consult with and seek the participation of the Executive Director to ensure that the financial affairs of the IPMI are in order and consistent with all directives and policies of the Board, including but not limited to, adherence to the annual budget.
• Regularly consult with and oversee the CPA (bookkeeper) and Auditor (if any) to ensure that the financial affairs of the IPMI are in order and consistent with all directives and policies of the Board.
• Work with the CPA and Executive Director on standardized financial accounting and accounting procedures.
• Annually review the performance of the CPA (bookkeeper) and Auditor.
• Make recommendations to the Board on the hiring, termination, and compensation of the Auditor (if any) and the CPA (or bookkeeper).
• Assist in the preparation of investment policy statements and revisions thereto.

Each year, at its Annual Meeting the Board shall elect from among its general membership a Governance and Compliance Committee which shall consist of no less than five total members comprised of the:

At Large Members of the Governance and Compliance Committee shall be elected for one year terms and may serve on the Committee for no more than seven cumulative terms.

The Governance and Compliance Committee shall assist in the preparation and annual review of internal IPMI policies, procedures, and guidelines, conduct oversight, and inform the Board of such policies and procedures that are not in compliance. The aforementioned reviews include, but are not limited to, the Anti-trust and Whistleblower Policies.

The Committee shall also:

Each year, at its annual meeting, following the election of the Executive Committee by the Board, the Board shall elect a Nominating Committee which shall consist of five total Members comprised of:

Members of the Nominating Committee shall be elected for one year terms and may serve on the Nominating Committee for no more than four cumulative terms.

At the annual meeting and such other meetings as shall be duly convened for such purposes, identify and present a slate of qualified candidates for vacancies for unexpired terms and for vacancies on the: