1. [ORGANIZATION NAME]
Audit Committee Charter
AUTHORITY
The board of directors has established by resolution an Audit Committee with oversight responsibilities as
described in this Charter or as additionally requested by the board. The Charter should be reviewed
periodically by the Audit Committee and revised, as necessary, in response to the Foundation’s needs.
REPORTING AND COMMUNICATIONS
The Audit Committee chairman shall report the Committee activities to the board on a regular and timely
basis. The Committee shall have free and open lines of communication with the independent auditor, as
well as prompt and unrestricted access to management and all relevant information.
COMPOSTION AND TERMS OF APPOINTMENT
The Audit Committee shall consist of not fewer than three directors. The term of appointment shall be at
the discretion of the board of directors and arranged to maintain continuity and fresh perspective.
MEETINGS
The Audit Committee shall meet at least twice a year and additionally as circumstances require. The
agenda and attendees for each meeting shall be determined by the Audit Committee chairman. Private
executive sessions with the independent auditor shall be held on a regular basis.
RESPONSIBILITIES
The Audit Committee shall be responsible for reviewing and recommending matters to the full board.
These matters shall include:
1. Selecting and appointing the independent audit firm (“auditors”), approving the audit fee
arrangements, and being satisfied that the auditors are independent.
2. Reviewing the auditors’ proposed audit scope and plans prior to the auditors commencing any
substantial portion of the annual audit.
3. Reviewing the performance of the auditors and, if circumstances would warrant, removing them.
4. Reviewing the impact of significant changes in accounting principles or financial reporting
requirements and discussing any alternative treatments that have been raised for considerations
by management, the auditors or the Committee.
5. Reviewing the results of the independent audit and federal Form 990-PF return, including a
discussion of any disqualified persons’ transactions and a review of any proposed adjustments to
the financial statements that were not recorded in the Foundation’s annual financial statements.
6. Reviewing any audit problems or difficulties and management’s response to such issues.
7. Resolving any disagreements between the auditors and management.
8. Meeting privately in executive session with the auditors at least annually to ensure candid and
direct communication and to be clear there is no misunderstanding the auditors are engaged by
the Committee, not management.
9. Reviewing the overall adequacy of the Foundation’s system of internal control.
10. Reviewing any recommended improvements in internal controls and any other material written
communication from the auditors and management’s response and planned or taken actions.
11. Reviewing any legal matters that could have a significant impact on the financial statements or
reporting requirements, along with the understanding of the views of the legal counsel handling
such matters for the Foundation.

2. [NAME OF ORGANIZATION]
Audit Committee Charter
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12. Reviewing management’s system for ensuring officer and employee understanding of the
Foundation’s policies on proper business conduct and the results of the related annual auditor
engagement, including any exceptions.
13. Pre-approving any non-audit services.
14. Reviewing the results of any peer review or other profession related quality inspection programs
involving the auditors and considering any such findings in connection with the Committee’s
auditor selection process.
15. In a situation when the Foundation considers hiring a former partner or employee of the audit
firm, reviewing the nature of the proposed hiring arrangement so that the committee is satisfied
that there are no auditor independence implications.
16. Reviewing the annual charitable use expense analysis.
17. Reviewing the personnel manual, the employee benefits package and recommending changes to
the board.
18. Reviewing all compensation, comparing it to appropriate affinity group surveys and reporting
findings annually to the board.
19. Annual review of regulatory compliance filings.
20. Reviewing the level of directed giving available to board members, committee members and
advisors.
21. Reviewing all policies board and staff policies.
22. Performing any other oversight function as requested by the board.