Arco Iris Spanish Immersion School

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Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees. Each duly designated and appointed committee shall consist of one or more directors in addition to any other members of the school community whom the board appoints to the committee, which committees, to the extent provided in said resolution, shall have and exercise the authority of the board of directors in the management of the corporation and shall carry out such responsibilities and functions as are assigned to it by the board of directors, except those items prohibited by ORS 65.354. Any member of a committee may be removed at any time by the majority vote of the board. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors or any individual director of any responsibility imposed upon him or her by law.

Section 2. Limits on Authority of Committees. No committee, including the executive committee, may do any of the following:

  1. authorize distributions;
  2. approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the Association's assets;
  3. elect, appoint, or remove directors or fill vacancies on the board or on any of its committees; or
  4. adopt, amend, or repeal the articles or by-laws.

Section 3. Term of Office. Each member of a committee shall continue as such until the next regular annual meeting of the directors of the Association and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Governance Narrative

Committees, led by Project Managers, report directly to board members. Committees have no authority but provide integral support to the daily operations of the school.

Per Arco Iris By-Laws, the Arco Iris Board is authorized to set up committees. Guidelines for Committees include:

  • Operates under the assignment and delegation of the Arco Iris School Board of Directors
  • Must have at least one board member assigned to the committee and any other members as appointed by the Board of Directors.
  • Committees must operate within the organization’s bylaws and operating agreements.
  • Committees have no authority but provide integral support to the daily operations of the school.