26. AUDIT COMMITTEE
26.1 Charged with assisting the Executive Council in fulfilling its financial oversight responsibility. The Committee reports directly to the Executive Council.
26.2 Composed of three members serving for staggered three-year terms, generally chosen from the elected Members of the Executive Council, but excluding all officers. The longest-serving member of the Committee shall ordinarily act as its Chair, and no individual shall serve as Chair for more than one year consecutively. In addition, the Treasurer and the Chair of the Acoustical Society Foundation Board shall be ex-officio members of the Committee. The chair may not simultaneously serve as the Chair of the Administrative Council on Financial Affairs.
26.3 To monitor the appropriateness and integrity of the Society’s financial reporting, accounting policies, and internal controls, the Committee shall meet annually with the Society’s independent auditing firm prior to the preparation of the final version of the annual auditor’s report. The Committee shall review the draft auditor’s report and the accompanying notes, as well as any opinions expressed by the Auditor and the Auditor’s “management letter,” and shall report its findings at a meeting of the Executive Council at least once per year. The meeting with the Auditor may be conducted via a teleconference, and may include those staff from the auditing firm who participated in the audit. The Committee also reviews the 990 tax return for correctness before it is filed by the Treasurer.
26.4 Based upon the findings mentioned in § 26.3, the Committee may make recommendations for modifications to ASA accounting practices for consideration by the Executive Council. The Committee shall evaluate the implementation of any modifications that have been adopted and provide a report at the first meeting of the Council following the scheduled implementation.
26.5 The Committee shall review the independence and performance of the Society’s independent auditors and may request modifications to procedures to the auditors and report these to the Executive Council. At intervals no greater than three years, the Committee shall request a copy of the peer-review report of the Auditor’s firm.
26.6 At intervals no greater than five years, the Committee
shall consider whether or not to solicit independent audit proposals from the present Auditor and at least one other firm of auditors. The Committee shall instruct the Treasurer to solicit such proposals when warranted. Such proposals shall address the scope of the examination, services provided, reports rendered, and fees to be charged. The Committee shall make recommendations concerning the selection of auditors to the Executive Council no later than the year prior to the year of the audit. The firm auditing the Society’s financial records shall not be permitted to perform any other services for the Society during the period that it is the Society’s Auditor, or for one year thereafter.
26.7 The Audit Committee shall be authorized to employ professional counsel as it deems necessary to investigate or resolve situations where possible irregularities in the financial or accounting procedures have come to the attention of the Committee. Each year the Treasurer shall put contingency funds in the budget for this purpose.