Audit Committee Charter

Purpose
The Audit Committee will assist the Board of Directors (Board) with oversight of the following areas:
1) Assessing the integrity of the DIA’s financial statements.
2) Assessing the DIA’s compliance with legal and regulatory requirements.
3) Reviewing independent auditors’ qualifications and independence.
4) Assessing performance of the independent auditors and their reviews.

Duties and Responsibilities
1) Select an independent auditor who will conduct an annual audit of the DIA’s financial status, internal quality control procedures, and any material internal control issues
     a) Facilitate the conduct of the annual financial audit
     b) Review with the input of the Finance Committee the financial audit report
2) Discuss, as circumstances warrant, the annual financial and the quarterly financial statements, with management and the independent financial auditor and provide feedback to the Board of  Directors.
3) When deemed necessary retain an independent auditor to conduct a review of policies and procedures related to human resources, risk assessment and risk management.
     a) Ensure that DIA has a policy and procedures that allow any employee to voice concerns about any issue related to the activities of DIA, without fear of repercussion for voicing such concerns.  Assure that these policies and procedures are implemented, maintained and that its employees are informed.
4) Periodically meet separately with management and with any independent auditors.
5) Report regularly to  the Board of Directors
6) Conduct an annual independent performance evaluation of the Audit Committee
7) If necessary or requested, review any reported irregularities in election procedures to ensure proper election processes.

Authority 
Subject to Board approval, the Audit Committee is given authority to investigate any matter or DIA activity, as well as DIA internal controls and procedures.  In that regard, the Committee will have access to external professionals to render advice and counsel in such matters.

Membership 
The Audit Committee is comprised of one Chair who is a member of the Board and is appointed by the President of the DIA. Three to four members of the Board are appointed to this committee by the Executive Committee.  In addition, the Audit Committee will have one DIA non-Board member and two outside members with extensive financial management experience.

Meetings
The Audit Committee shall meet as many times as necessary to accomplish its objectives and will conduct face-to-face meetings or teleconferences as appropriate to fulfill its obligations.  The Audit Committee is to meet in separate executive sessions with the outside auditors at least annually and at other times when considered appropriate. The Chair will assign and ensure that there will be an accurate recording of minutes of each meeting that are available to the Board of Directors.  A majority of member attendance whether face to face or by teleconference for these meetings will constitute a quorum.