OFFICERS AND DIRECTORS
As Approved
Amended
Amended
Reviewed June 7,
2008
1.
General
Role. A director is a member
of the board. Directors represent large membership and/or affiliate groups with
whom they have consistent and focused dialogue on a regular basis, not
individuals or their own personal opinions. The board is the governing body of
CSPE. The board deliberates and acts only by consensus during a properly called
and noticed meeting with a quorum present. Board meetings are a forum in which
the board weighs competing viewpoints, considers relevant business
environmental factors, and forms wise policies to further the strategic
long-term goals of CSPE.
2.
Authority. A director has no authority except that
which is incidental to being a member of the board. A director has no authority
in the management of the day-to-day affairs of CSPE. However, the bylaws or the
board may delegate specific additional authority to an individual director,
such as an officer. The board may delegate additional authority to committees,
task forces or individual directors.
3.
Duties. A director is bound by law to perform the
duties of the position and act in the best interests of CSPE regardless of
whether he or she is compensated or reimbursed for expenses by an affiliate or
CSPE.
·
Be
Informed. A director must be
informed about the affairs of CSPE to properly perform the duty to act in the
best interests of CSPE. The director should read all relevant association
literature, particularly all informational material provided with a meeting
agenda. The director should also listen to members about their concerns and
follow an appropriate path to resolve concerns. However, a director should
avoid making a particular promise on behalf of the board to a member, as an
individual director has no individual authority to do so.
·
Inquire
When Appropriate. Under the
director’s standard of conduct, a director is required to make reasonable
inquiry when the need to do so is indicated and is entitled to rely upon the
information and opinions received.
·
Attend
Meetings. The director must
attend meetings; he or she may not designate an alternate director. As part of
the delegation of governance of CSPE, members expect a director to participate in
these meetings in the best interest of the association.
·
Know
the Director’s Standard of Conduct. All directors should be familiar with the directors’ standard of
conduct. The director should conform to this standard of care. By so doing, the
director will avoid personal liability to the association for any action taken
as a director.
1.
Conflict
of Interest. The director
shall not participate in any association decision when that director has a
material financial interest in the transaction in question without first
informing the board of the interest and following proper procedures.
In the event that a director accepts a position with another organization that is so competitive with CSPE that the director cannot serve the best interests of both simultaneously, the director should promptly resign from one or both boards.
ALL DIRECTORS SHALL PARTICIPATE IN AN ANNUAL BOARD PERFORMANCE REVIEW
Officers – Terms
of office shall be for two year. No officer may serve more than two consecutive
terms unless approved by the state board.
General Role. The President shall serve as the Chairperson of the board. As such the Chairperson is responsible to see to it that the board focuses on the strategic intent within defined CSPE values to accomplish short and long term goals. He or she must be a professional governor who helps other directors grow in their governance abilities and provides accountability for their performance as a board. The President shall be responsible for clarifying the vision, mission, and goals of CSPE. He or she will be the senior representative of CSPE.
General Role. The First Vice President shall assume the duties of the President in the absence of the President or the President’s inability to serve. He or she shall serve to assist the President in facilitating board performance. Special projects as determined by the President shall be assigned to the First Vice President. As Secretary he or she will sign all contracts and obligations of the society as assigned or allowed by the board and/or law. The First Vice President shall be responsible for the volunteer administrative functioning at the state level.
General Role. The Treasurer shall serve as the Chief Financial Officer of the society. He or she shall have the responsibility of presenting an annual budget to the board for approval. The Treasurer, in conjunction with the Executive Committee shall be empowered to make budget adjustments throughout the year and shall provide notice to the board of such adjustments. He or she must make an annual report of the financial state of the society and shall direct other such financial reports to be sent to the board as necessary to allow them to fulfill their duties as directors. The Treasurer shall invest the funds of the society in accordance with CSPE investment policy. Day to day financial responsibilities may be delegated to staff.
As defined in CSPE Bylaw 6.01 the board reserves the right to set all policy and make amendments to bylaws. The President, First Vice President/Secretary, Treasurer and the Executive Director/CEO (who shall serve without a vote) shall be empowered to act on behalf of the board on all administrative and internal operations.