Loading...
Resolution No. 23-30 CITY OF TIGARD, OREGON TIGARD CITY COUNCIL RESOLUTION NO 23- 30 A RESOLUTION ADOPTING THE AUDIT COMMITTEE BYLAWS WHEREAS, the audit committee was established by Resolution 12-26 and further amended by Resolutions 18-46 and 20-60; and WHEREAS, the Audit Committee met on August 4,2023, and held a public hearing; and WHEREAS, the proposed bylaws amend term limits to 3 years for all committee positions; and WHEREAS, the proposed bylaws specify the role of the Audit Committee Chair and responsibilities of the committee; and NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that: SECTION 1: The Audit Committee Bylaws are shown in Exhibit A. SECTION 2: This resolution is effective immediately upon passage. PASSED: This t 04-k day of Z5F;lv Ger— , 2023. Mayor- City of Tigard er(A City Recorder- City of Tiglyd RESOLUTION NO.23-,30 Page 1 City ofTigard EXHIBIT A 111 Audit Committee Bylaws TIGARD AUDIT COMMITTEE BYLAWS SECTION I.CHARGE AND DUTIES • A. The Audit Committee (the"Committee") has no powers except as conferred by resolution, City Charter, Tigard Municipal Code, or the Oregon Revised Statutes. B. The Audit Committee acts as an advisory body to the City Council. C. The Committee and its members will conduct itself in accordance with applicable federal, state, and local laws pertaining to conduct and ethics and the City of Tigard Code of Conduct.Any violation of the provisions of such laws may be grounds for removal from office. D. The Committee is charged with advising the City Council on matters pertaining to: • Selecting an independent audit firm to conduct the City of Tigard annual financial statement audit. The Chair of the Committee is charged with signing the annual engagement letter outlining the terms of the audit with the independent audit firm. • Selecting an independent audit firm to conduct the City of Tigard performance audit to be completed every 5-7 years. • Meeting with the independent auditors as required under auditing standards or state and local laws. • Gaining a general understanding of the city's internal controls over financial reporting and reviewing those controls on an annual basis. • Reviewing annual reports on progress in measuring and reporting on metrics suggested by performance audit reports. • Making an annual report to City Council summarizing the activities and recommendations of the Audit Committee. SECTION II.COMPOSITION A. The Committee consists of five voting members and one alternate (non-voting member) appointed by the City Council with the following representation: • Members must be residents of the City of Tigard. • One member must be a member of the City of Tigard City Council. • At least one member must be a member or former member of the City of Tigard Budget Committee (in addition to the City Council member). • For at-large members, preference will be given to licensed Certified Public Accountants or individuals with other applicable professional experience. B. Membership may temporarily drop below required minimums due to resignations or difficulty in recruiting qualified applications. AUDIT COMMITTEE BYLAWS SECTION III.TERM OF OFFICE A. Voting Committee members serve for a term of three years beginning January 1 on the year of appointment.Alternate positions serve for a term of one year. B. Any vacancy in the Committee will be filled by appointment for the unexpired portion of the term.The unexpired portion of a term does not count towards the fulfillment of the maximum number of allowed terms. C. Members may be reappointed for up to two consecutive terms. D. Members receive no compensation for their services. E. An individual Committee member may not act in an official capacity except through the action of the Committee. F. A member who seeks to resign from the Committee must submit a written resignation to the Chair of the Committee, the staff liaison, or the city recorder's office. If possible, the resignation should allow for a thirty(30) day notice so the City Council can appoint a replacement. SECTION IV.ORGANIZATION OF THE COMMITTEE A. At its first meeting of the year, and thereafter annually,the Committee will elect a Chair from its members who will hold office at the pleasure of the Committee.The Chair has general directional powers over the Committee, presides at all meetings and, in consultation with support staff, sets the agendas. B. If the Chair resigns, the Committee will, at its next meeting, conduct an election and provide a replacement to fill the unexpired term. C. Staff liaisons are the primary contacts for City of Tigard committees and the primary interface between these bodies and the City Council, City Manager, and departments. Besides serving as a technical resource, staff liaisons are responsible for meeting logistics, member recruitment and recognition, record keeping, and monitoring committee effectiveness. SECTION V.MEETINGS A. The Committee will meet at least two (2) times a year. B. In years when a performance audit has been completed, the Committee will meet an additional two (2) times a year, for a total of at least four(4) meetings. AUDIT COMMITTEE BYLAWS C. The parliamentary authority for the Committee is Robert's Rules of Order Revised, except where superseded by these bylaws or local,state, or federal law. D. A majority of votes of voting Committee members present determines the official position of the Committee on a given issue.Alternates are not allowed to vote under any circumstances. E. Committee members may not send or receive electronic communications concerning any matter pending before the Committee during a Committee meeting. • Electronic Communications means e-mail,text messages, or other forms of communications transmitted or received by technological means. • Electronic Communications Devices means laptop computers, cell phones, notebooks, or other similar devices capable of transmitting or receiving messages electronically. F. Committee members may not use electronic communication devices to review or access information regarding matters not in consideration before the Committee during a Committee meeting. SECTION VI.COMMITTEE MEMBER RESPONSIBILITIES Members of the Committee should: A. Regularly attend meetings and contribute constructively to discussions. B. Consider and discuss issues from a Citywide perspective, as well as that of particular stakeholder or interests. C. Strive to reach consensus on matters under consideration. D. Act with respect and consideration for the viewpoint of others. E. Not abstain from a vote unless there is a conflict of interest as defined by Oregon Ethics Law. F. Not make representations on behalf of the City of Tigard or the Committee whether intentional or not, without authorization. G. At the completion of the audit or the performance audit, report to City Council and make a recommendation to Council to accept the audit results. SECTION VII.QUORUM At any meeting of the Committee, a quorum is a majority of the current members (excluding alternates) of the Committee. No action may be taken in the absence of a quorum.