ASCOLTANDO INC. COMMITTEE & CHAPTER CHARTER

ARTICLE I: PURPOSE & GOVERNANCE

This Committee and Chapter Charter establishes the structure, responsibilities, and governance of committees and regional chapters within Ascoltando Inc. The purpose of this charter is to ensure compliance with Idaho and California nonprofit laws, maintain operational efficiency, and enhance the reach and impact of Ascoltando Inc.

ARTICLE II: ESTABLISHMENT, MODIFICATION, AND DISSOLUTION

2.1 Creation of Committees and Chapters

  • Committees may be created by the Founder & President or by recommendation of the Board of Directors.

  • Chapters may be established in counties or areas where there is sufficient local interest and support for the mission of Ascoltando Inc.

  • Committees and Chapters must have a clear purpose and be formed through a written resolution.

  • Each committee must have at least two (2) directors or advisory members unless otherwise specified.

  • Each chapter must have a minimum of three (3) active members and at least one designated Chapter President.

  • Committees and Chapters must operate within the scope of Idaho Code § 30-30-617 and the California Nonprofit Integrity Act where applicable.

2.2 Modification and Dismantling

  • A committee or chapter may be modified or restructured if its scope, objectives, or membership require adjustments.

  • A committee or chapter shall be dismantled when its function is no longer necessary or when its objectives have been fulfilled, as determined by the Founder & President or upon a majority recommendation of the Board.

  • Committees or Chapters that do not meet for six consecutive months or fail to fulfill their stated objectives must be reviewed for dissolution.

2.3 Compliance with Idaho and California Law

  • Committees and Chapters may not exercise authority over the Board of Directors but serve in an advisory capacity.

  • Committees cannot approve budgets, authorize expenditures, amend bylaws, or remove directors.

  • Chapters must adhere to the Bylaws of Ascoltando Inc. and may not establish conflicting regulations.

  • In California, organizations with revenue exceeding $2 million are required to maintain an Audit Committee separate from the Finance Committee to ensure compliance with financial oversight requirements.

ARTICLE III: TYPES OF COMMITTEES & RESPONSIBILITIES

3.1 Executive Committee

  • Purpose: Provides leadership oversight, strategic planning, and ensures efficient governance.

  • Composition: The Founder, President, and key officers or senior advisors.

  • Responsibilities: Reviews major strategic initiatives, oversees crisis management, and ensures alignment with organizational goals.

  • Deployment: Activated when urgent decisions are required between board meetings.

  • Dismantling: Can only be dissolved if the Board of Directors assumes all executive functions.

3.2 Finance Committee

  • Purpose: Assists with budget oversight, financial planning, and funding strategies.

  • Composition: The Treasurer, financial advisors, and designated board members.

  • Responsibilities: Prepares annual budgets, reviews financial performance, and ensures financial compliance.

  • Deployment: Created annually to oversee financial compliance and budgetary matters.

  • Dismantling: Cannot be dissolved unless financial oversight responsibilities are merged into another active committee.

3.3 Audit Committee (Mandatory for $2M+ Revenue in California)

  • Purpose: Ensures financial transparency, oversees audits, and selects independent auditors.

  • Composition: At least three independent directors who are not part of the Finance Committee.

  • Responsibilities: Monitors internal controls, ensures IRS Form 990 compliance, and oversees independent audits.

  • Deployment: Required when annual revenue exceeds $2 million per California Nonprofit Integrity Act.

  • Dismantling: Only permissible if the organization remains below the revenue threshold for three consecutive years.

3.4 Outreach & Fundraising Committee

  • Purpose: Develops fundraising strategies, coordinates events, and manages donor relationships.

  • Composition: Chaired by the Secretary or a designated committee head, with members from community engagement teams.

  • Responsibilities: Oversees fundraising campaigns, liaises with donors, and ensures ethical fundraising practices.

  • Deployment: Formed when major fundraising campaigns or public relations efforts are needed.

  • Dismantling: Reviewed annually for continued relevance.

ARTICLE IV: CHAPTER FORMATION & GOVERNANCE

4.1 Chapter Establishment

  • Chapters may be established in counties or regions where there is demonstrated local interest and organizational support.

  • Each chapter must apply for recognition through a formal petition approved by the Founder & President.

  • Chapters must abide by the Bylaws and Mission of Ascoltando Inc.

4.2 Chapter Governance

  • Each chapter shall elect a Chapter President and may appoint additional officers as needed.

  • Chapters must submit quarterly reports to the Board summarizing activities, finances, and membership growth.

  • Chapters must obtain approval from the Board for any major fundraising or financial transactions.

4.3 Chapter Dissolution

  • Chapters that remain inactive for six months will be reviewed for dissolution.

  • Chapters found in violation of the organization’s mission or bylaws may be dissolved by the Founder & President.

ARTICLE V: COMMITTEE & CHAPTER GOVERNANCE

5.1 Meetings & Operations

  • Committees and Chapters must meet at least quarterly unless otherwise stated.

  • Meeting minutes must be recorded and submitted to the Board for review.

  • The Audit Committee must meet at least twice annually if required by California nonprofit law.

5.2 Voting and Decision-Making

  • Committee and Chapter votes serve as recommendations to the Founder & President.

  • Decisions requiring budgetary or operational approval must be presented to the Board of Directors.

5.3 Appointment & Removal of Members

  • The Founder & President has the authority to appoint and remove committee and chapter members.

  • Members may also be removed by a majority vote of the Board for failure to perform duties.

5.4 Reporting Requirements

  • Each committee and chapter must submit an annual report to the Board of Directors summarizing activities, accomplishments, and challenges.

  • The Audit Committee must present financial reports to the Board and, if applicable, to California regulatory agencies per state law.

ARTICLE VI: AMENDMENTS TO THIS CHARTER

  • The Founder & President retains sole authority to amend, repeal, or modify this charter at any time.

  • The Board may propose amendments, but final approval remains with the Founder.

  • Amendments must comply with Idaho nonprofit law and California nonprofit governance laws where applicable.

CERTIFICATION

This Committee and Chapter Charter was adopted and ratified by Ascoltando Inc. on September 15, 2015.

✍️ Luciano Marazzo
📅 Founder & President
📍 Date: September 15, 2015

 

 

Ascoltando inc.

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