This Governing Policies Manual contains the current standing (ongoing) performance standards, values and expectations of the Board of Directors of the American Society of Media Photographers (ASMP).
- Purpose: This Manual is designed to help the Board approach decisions from the perspective of its own, previously established standards, values and expectations by:
- Elevating efficiency of having all ongoing Board policies in one place.
- Quickly orienting new Board members to current policies.
- Eliminating redundant or conflicting policies.
- Having greater ease of reviewing current policy when considering new issues.
- Providing clear, proactive policies to guide the Executive Director and staff, as well as Board officers, members and committees.
- Consistency: Each policy in this document is expected to be consistent with the law, the Articles of Incorporation, Constitution and the Bylaws, all of which have precedence over these Board policies. Except for time-limited or procedural-only Board decisions (approving minutes, electing an officer, etc.), which are recorded in Board meeting minutes, all standing Board policies shall be included or referred to in this document. The Executive Director is responsible for developing operational and administrative policies and procedures that are consistent with the standards set forth in this Manual.
- Transition: Unless a prior Board resolution or contract obligates the organization with regard to a specific matter, these updated standards supersede previous Board resolutions with the exception of those obligating the organization in regard to a specific matter. If an actual or apparent conflict arises between this Manual and other policies or Board resolutions, the matter shall be brought to the Board’s attention for resolution.
- Changes: These policies are intended to be reviewed and refined, as appropriate. Proposed revisions may be submitted for Board consideration, by any Board member or by the Executive Director. Whenever changes are adopted, the updated document should be dated and promptly disseminated to the Board and Executive Director.
- Specificity: Each new policy will be drafted to fit into the appropriate section of the Manual. For consistency, policies should be drafted starting with the broadest policy statement, then adding specificity down to the level of detail that the Board finds appropriate/necessary for Board action. The Board will afford discretion for implementation (allowing reasonable interpretation) when delegating further decisions to the Board Chair, Board Committees or the Executive Director.
Policy 1.0 Ends/Priority Results: Date of adoption / Last revision: June 2016
The Mission of ASMP: To create sustainable information, advocacy and communication systems designed to empower and educate professional publication photographers.
ASMP’s Priority Results
1.0 ASMP exists for:
An environment conducive to members’ success in a global marketplace.
(with results optimizing use of available resources)
(PRIORITY RESULTS: NOT listed in any order of priority)
Members Have Knowledge and Skills for Sustainable Business Success
- Members are knowledgeable about changes in digital/imaging technology
- Members have knowledge/resources re: video/motion
- Members have knowledge and skills regarding effective business practices
- Members are informed about industry issues and trends.
- Members have information available to help members’ clients respect and value members’ content.
Members Have Business Resources and Tools
Resources and educational information are available virtually on a global basis. Information is available to help members’ clients respect and value members’ content. Resources are made available to answer members’ legal questions.
Members Benefit from a Community of Practice
Networking and information exchange result in member education, inspiration, mentoring and support.
ASMP members experience a sense of professional community locally and globally
Legislation, Public Policy and the Publishing Trade Are Protective of Members’ Rights.
The value of photographers’ intellectual property is maintained. Priorities include:
- Copyright registration and orphan works registry deposit from within workflow
- Persistent actionable identifiers are used to ensure fair compensation for photographers.
- Copyright reform that benefits the individual creator
- There is a frictionless means to license electronically distributed images Legislators, public policy and trade decision-makers value ASMP as an authoritative resource for information regarding intellectual property rights issues related to photography. v. ASMP content is widely syndicated by outlets seeking authoritative information in the field
- SPE adopts ASMP materials and resources.
Members Receive Exclusive Discounts and Benefits
Members receive exclusive discounts on ASMP programs, products and services. An array of affinity discount programs reduces members’ cost of doing business. Prospective customers are able to identify and contact qualified ASMP members
Policy 2.0 Governance Purpose/Commitment: Date of adoption / Last revision: November 2013
The purpose of the Board of Directors (“the Board”) on behalf of the Membership, is to ensure that ASMP:
- Achieves appropriate results for the membership at an optimal cost (as specified in Board Ends/Priority Results policies); and
- Avoids unacceptable actions and situations.
Policy 2.1 Governing Style and Values
Date of adoption / Last revision: November 2013
The Board will govern lawfully, using Policy Governance principles with an emphasis on: (a) integrity and truthfulness in all of its activities and practices, (b) outward vision, (c) encouragement of diversity in viewpoints, (d) strategic leadership more than administrative detail, (e) clear distinction of Board and staff roles, (f) collective decisions, and (g) a focus on the future.
- The Board’s guiding principle in establishing organizational priorities is that professional photographers and those professionals in related disciplines shall receive fair and appropriate compensation for the creation of their original works and should control the copyright to their original works to collect the continuing income stream created by those works.
- The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for Board performance and action. The Board will lead the ASMP by proactively setting performance expectations.
- The Board will use its members’ expertise to enhance its understanding of issues, but will not simply defer to that expertise as the judgment of the entire Board.
- The Board will set performance standards and expectations for ASMP through the careful articulation of written policies. The Board’s primary focus will be on the achievement of intended long-term impacts for and on behalf of the membership, not on the administrative/operational means of attaining those results.
- The Board will establish and adhere to its own performance expectations pertaining to matters such as attendance, meeting preparation, policy-making, respect of roles, speaking to management with one voice and continually building the capability and reputation of the Board as an effective leadership team.
- Continual Board development will include periodic discussion of its own performance, and orientation of new Board members prior to their being seated as voting Board members, in the Board’s governance process and these policies.
- Orientation for new Board members will include three primary components:
- Governance process: Board leaders will ensure provision of training including the governance principles underlying this document, and review of ASMP’s Constitution, Bylaws, and these policies, with particular emphasis on the Board Members’ Code of Conduct policy.
- Current strategic issues: Board leaders and the Executive Director will provide overview and background information on significant issues being addressed and decided upon early in new Board member’s tenure.
- Operational overview: The Executive Director will help new Board members achieve a general understanding of ASMP’s operating organization (financials, key personnel, key products/programs/services, FAQs, etc.).
- While the Board may change these governing policies at any time, it will diligently observe those currently in effect.
- All on-going policies of the Board are contained in this document, and they remain in effect, unless amended or deleted by Board action.
- The Board will be accountable to ASMP’s membership for competent, conscientious and effective fulfillment of its governance obligations. The Board will not allow any officer, individual or Board Committee to be an obstacle to this commitment.
- The Board will regularly evaluate and strive to improve its performance. Self-assessment will compare Board activity and discipline to the standards set forth in these Board Process and Board- Management Delegation policies.
- The Board’s activities will be open and accessible to reasonable scrutiny by the membership, with the exception of personnel, litigation and other matters deemed to be of a sensitive nature.
- The Board will not allow the organization, in its hiring and other activities, to discriminate on the basis of race, creed, national origin, religion, age, disability, political affiliation, sex, sexual orientation, or marital, parental or military status.
Policy 2.2 Board Job Products: Date of adoption / Last revision: November 2013
On behalf of the membership, the Board’s job is to define and ensure appropriate organizational performance. The Board’s specific job products are unique to its trusteeship role and necessary for proper governance and management.
To fulfill this role, the Board will:
1. Connect the interests of ASMP’s membership with operational performance.
- Needs Assessment: The Board will assess needs and trends affecting the membership as they relate to ASMP’s activities and scope of influence and will develop and maintain Ends/Priority Results policies identifying and prioritizing intended organizational outcomes to address those needs.
- Advocacy: The Board will inform the Membership of ASMP’s present achievements on their behalf and expected future results.
- Within 30 days of each Board meeting, the minutes shall be published/posted for membership review
2. Maintain written performance standards, as set forth in these governing policies, appropriately addressing the broadest levels all organizational decisions and situations.
- Ends: Results priorities pertaining to organizational impacts, benefits, outcomes, recipients and their relative worth (what good, for which recipients, at what cost/priority).
- Management Parameters: Constraints on executive authority defining the boundaries of prudence and ethics within which all executive activity and decisions must take place.
- Board Process: Specification of how the Board defines, carries out and assesses its own work.
- Board/Management/Delegation: How authority is delegated to management, and its proper use monitored; the Executive Director role, authority and accountability.
3.Ensure Ends fulfillment, financial solvency and organizational integrity by holding the Executive Director accountable for successful achievement of Ends and adherence to Management Parameters, and itself accountable for adherence to Board Process and Board/Management Delegation.
Additional Job Products of the Board’s choosing.
4. All operational decisions outside the boundaries of authority delegated to the Executive Director (as proscribed in Management Parameters policies).
5. Determinations regarding Public Policy positions of ASMP, including but not limited to statements and/or endorsements regarding referenda or other legislative issues as appropriate in serving the interests of the Society’s membership.
6. Changes to ASMP’s standard (required provisions for) Chapter Bylaws.
7. Moderation of ASMP’s national online communities.
8. All decisions regarding expenditures from the Legal Action Fund.
Policy 2.3 Board Work Plan and Agenda Preparation: Date of adoption / Last revision: June 2016
To fulfill its role, the Board will prepare and follow an annual work plan that: (1) re-explores Ends policies and (2) continually improves Board performance through Board education, interactions with staff, members, beneficiaries and outside experts.
1. Annual Cycle: The Board’s annual planning cycle will conclude each year at the Spring Board meeting so that administrative planning and budgeting for the next fiscal year can be focused on addressing both long and short-term Ends/Results Priorities.
2. Work Plan Development: The cycle will start at the Summer Board meeting with the Board’s development of a work plan for the next year. At that time, the Chair will prepare and present for the Board’s consideration and approval a suggested work plan for the following year’s meetings. Considerations should include:
- Board Education: Identification of topics that will elevate the Board’s understanding, primarily of external issues and trends that impact Ends, and to a lesser extent key areas of operations.
- Membership Linkage: How the Board will link with the membership (e.g., through surveys, focus groups, presentations to the Board by selected groups in the membership, or other methods of gaining membership input).
- Ends Review: How the Board will systematically review all of its Ends over the course of the year, (e.g., by priority, by topic, or by an emphasis of the Board’s choosing).
- Assessment/Evaluation of Executive Director Performance: Reviewing the schedule of planned monitoring activities to assure performance on Ends and Management Parameters policies.
- Self-Assessment: Methods and timeline for periodic and objective evaluation of how well the Board is fulfilling its role (i.e., in accordance with its Board Process and Board/Management Delegation policies) and open discussion of how the Board’s performance can be improved.
- Brainstorming: Time will be set aside for more fluid brainstorming sessions. These sessions will function outside of the formal board meeting structure. The Chair will serve as facilitator or will designate someone for the task.
- Meeting Schedule: Establishment of the meeting schedule for the coming year to maximize Board member attendance and participation.
3. Meeting Agendas: The Chair will determine the agenda for any particular meeting, although Board members and the Executive Director may request or recommend any appropriate matters for Board consideration.
- A Board member or the Executive Director may recommend or request a matter for Board discussion by submitting the item to the Chair at least twelve (12) days prior to the regularly scheduled Board meeting.
- The meeting agenda and packet (background materials for decision items on the agenda, monitoring reports, etc.) are to be received by Board members at least one week prior to the scheduled Board meeting.
- By an affirmative vote of a majority of those present, additional matters may be added to the agenda of any regular Board meeting.
4. Executive Session: The Board may convene in Executive (“closed”) session, in which only voting Board members and others invited by the Chair, with the consent of the Board, may attend. Executive Session will typically be called to address issues such as personnel, contracts, litigation or other matters of a sensitive nature. Executive Session minutes will be maintained by the General Counsel. Board members may not take notes during these sessions, and may not discuss any details of the session outside of the session.
5. Executive Director Monitoring: The Board will act on monitoring reports received prior to the meeting, determining by majority vote whether the report:
- Conveys a reasonable interpretation of the respective policy.
- Provides reasonable substantiation of compliance with the policy, as interpreted.
6. Executive Director Annual Compensation Review: Each year, at the Spring Board meeting, the Board will review and summarize its judgments of monitoring activities (monitoring reports, audits, etc.) received during the last year and will determine any adjustments to Executive Director’s compensation and benefits, to be effective at the beginning of the fiscal year. If an incentive bonus is awarded, it will be paid prior to the end of the current fiscal year, with timing at the Board’s discretion.
Policy 2.4 Board Chair’s Role and Authority: Date of adoption / Last revision: November 2013
Serving as ASMP’s chief governance officer, the Chair’s primary role is to ensure the integrity of the Board’s process, and secondarily to represent the Board to outside parties.
1. The Chair’s job is to ensure that the Board acts in a manner consistent with its policies and any requirements legitimately imposed upon it from outside the organization.
- Meeting discussion content will include only those issues that clearly (according to Board policy) belong to the Board to decide, consider, monitor, or to otherwise inform/educate the Board so it can best fulfill its responsibilities.
- Deliberation will be fair, open, thorough, timely, orderly, and kept to the point.
2. The Chair is authorized to make decisions consistent with the Board Process and Board/Management Delegation policies, with the exception of (a) employment/termination of the Executive Director, or (b) instances where the Board specifically delegates portions of this authority to others. The Chair may use any reasonable interpretation of these policies.
- The Chair is empowered to preside at Board meetings with the commonly accepted power of that position, such as ruling and recognizing.
- The Chair shall preside at meetings of the membership.
- The Chair has no authority to make decisions within the Board’s Ends and Management Parameters policy areas. Therefore, the Chair has no authority to supervise or direct the Executive Director’s work.
- The Chair may represent the Board to outside parties in announcing Board-stated positions and in stating decisions and interpretations within the area delegated to the Chair.
- The Chair may delegate this authority but remains accountable for its use.
- Except where specified otherwise in Bylaws or Board Policies, the Chair may appoint Board members to serve on Board Committees.
Policy 2.5 Board Members’ Code of Conduct: Date of adoption / Last revision: November 2013
The Board expects of itself and its members ethical, professional and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members.
1. Board members must demonstrate loyalty to the interests of the ASMP membership as a whole, superseding any conflicting loyalties such as that to segments of the membership, family members, advocacy or interest groups, staff, other Board members, other organizations or any personal interests as a consumer of the organization’s services.
2. Board members are to discharge their duties honestly and in good faith. Board members shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in similar circumstances.
3. Board members must avoid any conflict of interest with respect to their fiduciary responsibility.
- There must be no self-dealing or any conduct of private business or personal services between any Board member and the organization except as procedurally controlled to assure openness, competitive opportunity and equal access to inside information.
- When the Board is to decide an issue about which a Board member has an actual, potential or even apparent conflict of interest, that member shall promptly disclose the conflict to the Board and absent herself or himself without comment from not only the vote, but also from the deliberation.
- A conflicting interest exists when a Director or a related party has a beneficial financial interest in the transaction of sufficient significance that it would reasonably be expected to exert an influence on that Director’s judgment, if he or she were called upon to vote on the matter. Related parties include the Director’s spouse, significant other parents, children, siblings, siblings of the parent or spouse, and all other persons or entities in which the Director has an interest, partner, agent, or employee, or exerts control or influence, either directly or indirectly. Conflicts also include business relationships with other entities that could affect or be affected by any action or policy that a Board member could influence.
- In case of a dispute regarding the existence of a real or perceived conflict of interest, the Board shall vote as to whether a conflict is present, and the vote of the Board shall be final. The individual with the potential conflict of interest shall not vote.
- Board members must not use their Board positions to obtain staff employment for themselves, family members or close associates. Should a Board member apply for staff employment with ASMP, he or she must first resign from the Board.
- Board members will annually complete a form disclosing their involvements and interests that could give rise to a conflict of interest including, but not limited to their involvement or those of family members, as directors or officers of other organizations with vendors or other affiliations with other entities that might reasonably be perceived as a conflict. Board members will promptly update their disclosures if, during the year, a material change in circumstances should occur.
4. The organization shall undertake transactions with members of its Board of Directors (and those within one year subsequent to service on the Board of Directors) only in the following situations:
- The audited financial statements of the organization fully disclose material related-party transactions.
- Those subject to the transaction are excluded from the discussion and approval of related-party transactions.
- There are competitive bids or comparable valuations.
- The Board of Directors approves the transaction based on review of contemporaneous evidence and a reasonable determination that it is in the best interest of the organization.
5. Board members must not attempt to exercise individual authority over the organization.
- Board members’ interactions with the Executive Director or with staff must recognize the lack of authority vested in individuals except when explicitly stipulated by the Board.
- Board members’ interaction with the media, public or other entities must recognize that Board members are not to speak for the Executive Director or for the Board, except to repeat explicitly stated Board decisions.
- Board members will not publicly express individual judgments of Executive Director or staff performance, other than when participating in the Board’s monitoring functions.
6. Board members will treat one another and staff members with respect, civility and transparency.
7. Board members must respect the confidentiality appropriate to issues of a sensitive nature.
8. Board members will support the legitimacy and authority of the final determination of the Board on any matter, irrespective of the member’s personal position on the issue. Within the boardroom, before the vote is taken, Board members have both the right and the duty to present their opinions – courteously, yet clearly and fully.
9. Board members may participate in the nominating/elections process, but will not make public endorsements of, or actively campaign for, individual candidates.
10. A Board member aware of credible information that suggests that a Board policy has been violated, by either the Board, a Board member or the Executive Director, has an affirmative obligation to bring the concern to the Board’s agenda.
11. All Board members are required to sign an acknowledgement of this Board Members Code of Conduct policy annually.
12. If a Board member is alleged to have violated this Code of Conduct:
- The Chair will have an informal discussion with the individual whose action(s) are questioned. If this is not successful in resolving the concern, then:
- The Chair will put the issue on the agenda for closed session. The respondent Board member will be allowed to present his or her views prior to the Board determining whether or not the action violated this Code of Conduct.
- If the Chair is the subject of the concern, the Vice-Chair shall fulfill this role.
- A Board Member found by the Board (by majority vote) to have violated this Code of Conduct may be subject to subsequent censure or other Board action, as long as consistent with the Bylaws. The Board member subject to judgment shall be recused from participation in the vote.
Policy 2.6 Board Members’ Individual Responsibilities: Date of adoption / Last revision: June 2016
Board member thoughtfulness, intentionality, action, engagement, knowledge and communication are integral to the Board’s leadership success.
Therefore, each Board member is expected to fulfill the following responsibilities:
- Commitment: Board members are expected to, upon election to the Board, sign a Letter of Commitment indicating that they have reviewed and commit to abide by ASMP’s Constitution, Bylaws and Governing Policies, as may be amended from time to time.
- Attendance: Board members are expected to attend Board meetings on a regular and punctual basis. Absence from more than one regularly scheduled in-person meeting in any Board planning year will constitute that member’s resignation from the Board.
- In case of extenuating circumstances a Board member may request a waiver to this provision. Waivers may be granted only by vote of the Board.
- Preparation and Participation: Board members are expected to review agenda materials in advance of Board and committee meetings and to participate productively in discussions, always within the performance standards/expectations of Board behavior as outlined in these policies.
- Responsiveness: Board members will be attentive to Board communications and respond promptly to staff and Board member requests for feedback.
- Members as Individuals: The Executive Director is accountable to the Board as a whole and not to individual Board members.Therefore, the relationship between the Executive Director and individual members of the Board, including the Chair, is collegial and not hierarchical.
- Voluntarism: Board members may choose to individually volunteer in operational capacities. In such situations, they are subject to the direct supervision of the Executive Director or responsible staff person.
- Members in Good Standing: As recognized representatives of ASMP, Board members are expected to remain in good standing with their membership.
- Liaison with Chapters: Board members will consistently communicate with their assigned chapters, offering support, advice, sharing relevant information from National, participating in chapter conversations online and attending local meetings whenever possible.
Policy 2.7 Board Committee Principles: Date of adoption / Last revision: November 2013
Board committees may be established to help the Board be more effective and/or efficient in its work. Board committees are not to interfere with the Board’s delegation of authority to the Executive Director, or the Executive Director’s to other staff.
- Board committees are to help the Board do its job, not to help, advise or exercise authority over staff.
- Board committees will ordinarily undertake activities not delegated to the Executive Director such as by preparing policy alternatives and implications for Board consideration, performing specific monitoring functions, etc.
- Board committees may only speak or act for the Board when formally given such authority for specific and/or time-limited purposes. The Board will carefully state expectations for and authority of each committee (in the Board Committee Structure policy) in order not to conflict with authority delegated to the Executive Director.
- As the Executive Director works for the full Board, he or she will not be required to seek approval of a Board committee before an executive action.
- This policy applies to any group formed by Board action, whether or not it is called a committee and regardless of whether it includes Board members. This policy does not apply to committees formed under the authority of the Executive Director.
- Board Committee members are expected to abide by the Board’s Code of Conduct.
- Unless specifically authorized by the Board, a Board Committee may not make any commitment of organizational resources or funds.
Policy 2.8 Board Committee Structure: Date of adoption / Last revision: March 2017
Board committees are those established by and with authority emanating from the Board, regardless of whether composition includes non-Board members. The only Board committees are those set forth below. Unless otherwise specified, the Executive Director, or his/her staff designee, will serve as a resource (non-voting member) for each committee.
1. Nominating Committee
- Deliverable #1: As the new election cycle approaches, the Committee builds the recommended slate for the coming election and follows those candidates through the campaign with support and guidance.
- Authority: To incur costs of up to $______ in direct charges and management time as needed.
- Composition: Past Chair usually chairs the Nominating Committee, plus four additional committee members, at least three of whom are to be non-Board members, nominated and voted upon by the Board each year at its Fall Board meeting. During years when no Past Chair is available, the committee will be chaired by a board member not currently up for re-election. This board member will be appointed by the Chair, all other committee members will be nominated by the appointed board member and vote upon by the Board each year at its Fall Board Meeting.
- At the end of the declaration period set forth in the Constitution and Bylaws, if there are fewer declared candidates than needed to fill the roster and all of those candidates meet the guidelines for board service, the Board will formally declare the election and those candidates will be seated without proceeding with a vote of the membership. The vacant seat/s will be filled by appointment by the National Board of Directors. A proposed appointment will require a majority vote to be seated. That candidate will then serve as a Director for a one (1) year term, after which they may run again in the regularly scheduled election. The appointed one (1) year term will not be counted towards the National Board term limits specified in the Constitution & By-laws.
2. Governance Committee
- Authority: To incur costs of up to $___________ in direct charges and management time as needed.
- Deliverable #3: Recommendations for Board consideration regarding additional Board training opportunities to strengthen the Board’s governance skills and capabilities.
- Deliverable #2: Upon election of new Board members, arrangement of orientation and training in the Board’s governing process, an operational overview, and strategic issues about which the Board is or will soon be deliberating.
- Deliverable #1: As directed by the Board or requested by the Chair, preparation and/or review of proposed Constitution, Bylaws or Governing Policy revisions and implications for Board consideration.
- Composition: Chaired by the Vice-Chair, plus two other Board members appointed by the Board (in consideration of recommendations by the Vice-Chair) at the Spring Board meeting each year.
3. Executive Director Compensation Committee
- Deliverable #3: Contemporaneous documentation and record keeping with respect to the deliberations and decisions regarding Executive Director compensation.
- Deliverable #2: Accompanying the recommendations, data as to comparable compensation for similarly qualified persons in comparable positions.
- Deliverable #1: Recommendations for Board consideration regarding adjustments to the Executive Director’s compensation (and benefits). To be presented to the Board in a timely manner to allow final action to be taken by the Spring meeting each year (to be effective the beginning of the fiscal year).
- Authority: To incur costs of no more than $____in direct charges for expenses such as compensation surveys, outside counsel to draft contract, etc., and management time as needed for administrative support.
- Composition: Three Board members, including a chairperson, appointed by the Board each year at the Fall Board meeting.
4. Audit Committee
- Deliverable #6: (OPTION) “Direct Inspection” (internal audit) monitoring of compliance with the Board’s fiscal policies (Financial Condition, Asset Protection, Budget, Compensation and Benefits), as directed/scheduled by the Board per policy 4.4 Monitoring Executive Director Performance.
- Deliverable #5: Recommendations for Board consideration regarding revisions to the Board’s fiscal policies.
- Deliverable #4: Review with the independent auditor any problems encountered performing the audit, the audited financial statements, and any management letter provided by the auditor.
- Deliverable #3: Assurance that the auditor has unfettered access to organizational management and records.
- Deliverable #2: Annual specification of audit scope, consistent with Board monitoring schedule (see policy 4.4), including approval of any permitted non-audit services to be provided by the independent auditor.
- Deliverable #1: Confirmation of auditor’s independence and recommendation to Board for engagement of auditor by no later than June of each year
- Authority: To direct work of outside auditors, to use management time as needed for administrative support, and to incur costs of up to $18,000 for all matters related to the audit.
- Composition: Chaired by the Treasurer, plus two additional members selected by the Board each year at the Fall Board meeting.
5. Membership Linkage Committee
- Deliverable: Development of mechanisms and plans for Board approval and implementation regarding linkage between the Board and the membership (surveys, focus groups, outreach, etc.)
- Authority: To incur costs of no more than $______ in direct charges and management time as needed.
- Composition: NOTE: (Inadvertently) not discussed in Denver. Need to determine. Suggest “Board Chair appoints committee chairperson at Spring Board meeting, who shall appoint up to three additional Board members.” would likely work well.
6. Online Communities Oversight Committee
- Deliverable #2: Resources and recommendations for ASMP’s Chapters, Specialty Groups, and members to effectively improve and manage their social media presence.
- Deliverable #1 : Oversight and promotion of ASMP’s online communities (including ListServes).
- Authority: To incur costs of no more than $______ in direct charges and management time as needed.
- Composition: Board Chair appoints committee chairperson, who shall appoint up to three additional Board members.
7. Chapter Relations Committee
- Deliverable #3: Development and sharing of information and materials useful to chapter leaders in running their chapters, and encouragement of Chapter Leaders to share information on successful chapter activities including programming, membership and finances.
- Deliverable #2: Chapter leadership training, with 1-2 Board members meeting with chapter leadership to review functions. Training materials and guidance to be consistent with standard chapter policies and procedures.
- Deliverable #1: Successful liaison function ensuring good communications between chapter and specialty group leaders and the Board, building on the “We are one ASMP” concept.
- Authority: To incur costs of no more than $____in direct charges and management time as needed.
- Composition: All sitting board members, except ex-officio, will serve as liaisons. Board Chair will serve at committee chairperson.
8. Chapter Relations Policy Task Force
- Deliverable: Updated draft of policies and procedures for chapters and specialty groups, with considerations including:
- Development of updated policies and procedures for chapters and specialty groups, with considerations including:
- Membership Development (Members must maintain membership committees for application approval, and to make reasonable efforts to assist in meeting ASMP’s membership goals)
- Member Benefits
- Protection of ASMP from assumption of financial liability for the activities of chapters.
- Financial record keeping and procedures.
- Use of credit and/or debit cards.
- Local or federal filings of tax reports or other documents required by law.
- Policies and procedures for Chapters entering into sponsorship relationships with corporate funders
- Hiring of employees or professional service providers
- Editorial Review of information being published by a chapter by any means or in any publication
- Information dissemination
- Website identity
- Meeting content (such as use of stock photography) (P 0132 – April, 1998)
- Privileges of chapter leaders (e.g. discounts/free admissions at ASMP seminars)
- Authority: Management time as needed.
- Composition: Chaired by ?
Policy 2.9 Budgeting for Board Functions: Date of adoption / Last revision: November 2013
The Board will consciously invest in its ability to govern effectively.
1. The Board will allocate resources to ensure that it has sufficient skills, methods and supports to assure excellence in its leadership.
- Training will be used appropriately to orient new Board members and to increase existing Board members’ skills and knowledge.
- Outside monitoring, including fiscal audit, will be arranged as needed to help the Board have confidence that organizational performance meets expectations, as stated in these policies. This includes, but is not limited to, audits, reviews or opinions on fiscal, legal or governance matters.
- Outreach mechanisms will be used as needed to ensure the Board understands membership viewpoints and values.
2. Costs will be prudently incurred, but sufficient to ensure the development and maintenance of superior governance.
- Up to $______ in fiscal year 2013 for Board training, including publications.
- Up to $______ in fiscal year 2013 for Board member travel/reimbursements (attendance at conferences, workshops, etc.).
- Up to $______ in fiscal year 2013 for audit and other third party monitoring of organizational performance.
- Up to $______ in fiscal year 2013 for surveys, focus groups and other ownership linkage activities.
- Up to $______ in fiscal year 2013 for Board meeting and retreat costs.
- Up to $______ in fiscal year 2013 for Board committee functions (other than Audit, as itemized in C above).
3. The Board will establish its governance budget for the next fiscal year each year at its Summer Board meeting.
4. Operating policies re: expenditures and reimbursements shall be made available to all Board members. The Chair shall monitor the Board’s adherence to its governance budget and these procedures, and is responsible for seeking resolution with any director who abuses the set policy regarding expenses.
Policy 3.0 General Management Constraint: Date of adoption / Last revision: November 2013
The Executive Director will not cause or allow any practice, activity, decision or organizational circumstance that is illegal, imprudent, or in violation of commonly accepted association management ethics and practices.
Policy Development Note: This policy forms the largest (i.e., broadest and therefore most open to interpretation) of all policies in the Management Parameters category.
Additional policies in this category narrow the latitude of authority delegated to the Executive Director.
Remember that the Board should add specificity to the point where the majority would accept and agree on a reasonable interpretation of the Board’s words.
Policy 3.1 Treatment of Members and Constituents: Date of adoption / Last revision: November 2013
With respect to interactions with members and constituents, the Executive Director will not cause or allow conditions or procedures which are unfair, unsafe, untimely, unresponsive, undignified or which fail to provide appropriate confidentiality or privacy.
Further, the Executive Director will not:
- Elicit member information for which there is no clear business necessity.
- Collect, review, transmit, store or destroy member information without protecting against improper access to that information.
- Operate without clearly conveying to members what may be expected from the services offered.
- Operate without informing members/constituents, as appropriate, of this policy, and without having in place a complaint/response process to address concerns raised by members and constituents.
Policy 3.2 Treatment of Staff: Date of adoption / Last revision: November 2013
With respect to the treatment of volunteers and employees, the Executive Director will not cause or allow conditions that are unfair, unsafe or undignified.
Further, pertaining to employees, the Executive Director will not:
- Operate without ensuring employees are provided with written personnel policies, reviewed by qualified legal counsel, which clarify personnel rules for employees, provide for effective handling of grievances and protect against wrongful conditions.
- Allow staff to be unaware of the Board’s governing policies including, but not limited to, this Treatment of Staff policy, along with the Executive Director’s interpretations of staff’s protections under this policy.
- Operate without a clear “whistleblower protection” policy that ensures that the Executive Director will not retaliate or allow retaliation against an employee for non-disruptive, internal expression of dissent, or for reporting to management or to the Board of Directors (per the process for handling of grievances in the personnel policies) acts or omissions by ASMP personnel, management or the Board of Directors that the employee believes, in good faith and based on credible information, constitutes a violation of state or federal law or a governing policy of the Board.
- Employees may not be prevented from grieving to the Board when (a) internal grievance procedures outlined in the Personnel Manual have been exhausted and (b) the employee alleges that Board policy has been violated.
- Allow staff to be unprepared to deal with reasonably foreseeable emergency situations.
Policy 3.3 Financial Condition and Activities: Date of adoption / Last revision: November 2013
With respect to financial condition and activities, the Executive Director will not cause or allow the development of fiscal jeopardy, or a material deviation of actual expenditures from the Board’s Ends/Results Priorities.
Further, the Executive Director will not:
1. Expend more funds than have been received in the fiscal year to date, unless the liquidity and long-term reserve requirements below are met:
- The Executive Director will not borrow from operating reserves (defined as accumulated excess revenues) in an amount greater than can be replenished by certain and otherwise unencumbered revenues within 90 days.
- The Executive Director will not allow cash to fall below a safety reserve of $100,000
2. Use Board-designated long-term reserves or the Legal Action Fund.
3. Incur debt (with exception of credit cards used for normal business purposes paid in full each month).
4. Use restricted funds (e.g. ACA) for any purposes other than stated by donor.
5. Operate without settling payroll obligations and payables in a timely manner.
6. Allow tax payments or other government ordered payments or filings to be overdue or inaccurately filed.
7. Execute a check or purchase commitment for operations of greater than $5,000, or for capital expenditures greater than $15,000, unless such purchase was explicitly itemized in budget monitoring data previously disclosed to the Board. Splitting orders to avoid this limit is not acceptable.
8. Sign checks or authorize ETFs for greater than $5,000 without authorization of one additional Board signator (e.g. Chair or Treasurer).
9. Acquire, encumber, lease or dispose of real property.
10. Operate without aggressively pursuing material receivables after a reasonable grace period.
11. Operate without clearly articulated policies and processes for expenditures/reimbursement of ASMP volunteer expenses, such as travel to Board meetings.
12. Operate without adequate internal controls over receipts and disbursements to avoid unauthorized payments or material dissipation of assets.
Policy 3.4 Asset Protection: Date of adoption / Last revision: November 2013
The Executive Director will not cause or allow ASMP’s assets to be unprotected, inadequately maintained or unnecessarily risked.
Further, the Executive Director will not:
1. Allow the Society to be uninsured:
- Against theft and casualty losses to at least replacement value.
- Against liability losses to Board members, staff and the organization itself in an amount equal to or greater than the average for comparable organizations.
- Against employee theft and dishonesty, with coverage and/or bonding to include national officers authorized to sign any financial instruments.
2. Subject facilities and equipment to improper wear and tear or insufficient maintenance.
3. Operate without employing risk management practices to minimize exposure of the organization, the Board, staff or their agents to claims of liability.
4. Allow any purchase without reasonable protection against conflicts of interest.
5. Allow a purchase of any material amount without having compared prices and quality.
6. Allow ASMP’s intellectual property, information and files to be exposed to loss, improper access or significant damage or operate without adhering to a Records Retention Schedule, approved by qualified legal counsel, for the maintenance of documents and records.
7. Operate without internal controls over receipts and disbursements, and to prevent dissipation of assets, sufficient to meet the Board-appointed auditor’s standards (as set forth in the auditor’s Management Letter and/or other correspondence).
8. Compromise the independence of the Board’s auditor or other external monitors or advisors. Such parties may not be engaged by the Executive Director without explicit Board authorization.
9. Invest or hold the Society’s funds in insecure instruments or in non-interest-bearing accounts except where necessary to facilitate ease in operational transactions.
10. Endanger the organization’s public image or credibility.
11. Change the organization’s name or substantially alter its identity.
Policy 3.5 Financial Planning and Budgeting: Date of adoption / Last revision: November 2013
Financial planning for any fiscal year or the remaining part of any fiscal year will not deviate materially from the Board’s Ends/Results Priorities, will not risk financial jeopardy, or fail to address multi-year planning considerations.
Further, the Executive Director will not prepare or use budgets that:
- Risk incurring those liquidity situations or conditions described as unacceptable in the Financial Conditions and Activities policy.
- Omit credible projection of revenues and expenses, separation of capital and operational items, cash flow projection, and disclosure of planning assumptions.
- Plan the expenditure in any fiscal year of more funds than are conservatively projected to be received.
- Fails to allocate at least 3% of gross cash revenues to reserves, until reserves reach a threshold of twenty five percent (25%) of annual operating expenses.
- Provides less for Board activities during the year than is set forth in the Budgeting for Board Functions policy (see policy in Board Process).
Policy 3.6 Compensation and Benefits: Date of adoption / Last revision: November 2013
With respect to employment, compensation and benefits for employees, consultants, contractors or volunteers, the Executive Director will not cause or allow jeopardy to the Society’s fiscal integrity or public image.
Further, the Executive Director will not:
- Establish salaries and benefits that deviate materially from the geographic and/or professional market value for the skills employed.
- Change his or her own compensation.
- Change his or her own benefits, except as consistent with the package for all other employees.
- Promise or imply anything other than “at-will” employment.
- Create obligations to consultants or contract vendors for longer than one year.
- Establish or change retirement benefits so as to cause situations unpredictable for the Society or inequitable for employees.
Policy 3.7 Emergency Management Succession: Date of adoption / Last revision: November 2013
The Executive Director will not operate without management succession planning processes to facilitate smooth operations and competent operation of the organization during key personnel transitions.
Further, the Executive Director will not:
- Operate without at least one other member of the management team sufficiently familiar with Board and Executive Director issues and processes to take over with reasonable proficiency as an interim successor.
Policy 3.8 Board Awareness and Support: Date of adoption / Last revision: November 2013
The Executive Director will not cause or allow the Board to be uninformed or unsupported in its work.
The Executive Director will not:
1. Withhold, impede or confound information necessary for the Board’s informed accomplishment of its job. The Executive Director will not:
- Neglect to submit monitoring reports (including the Executive Director’s policy interpretations, as well as compliance data) required by the Board (see Monitoring Executive Director Performance policy in Board-Management Delegation) in a timely, accurate and understandable fashion.
- Allow the Board to be unaware of any actual or anticipated noncompliance with any Ends or Management Parameters policy, regardless of the monitoring schedule set forth by the Board.
- Let the Board be without objective background/decision information it periodically requests, or unaware of relevant trends or incidental information (e.g., anticipated adverse media coverage, threatened or pending lawsuits, or material external and internal/organizational changes). Notification of planned internal changes is to be provided in advance, when feasible.
- Let the Board be unaware of any Board or Board member actions that, in the Executive Director’s opinion, are not consistent with the Board’s own policies on Board Process and Board- Management Delegation, particularly in the case of Board or Board member behavior that is detrimental to the work relationship between the Board and the Executive Director.
- Present information without differentiating among three types of written communications: 1) monitoring, 2) decision preparation or “action item”; and 3) incidental/FYI.
2. Allow the Board to be without reasonable logistical and administrative support for official Board, officer or committee communications and functions.
3. The Executive Director will not deal with the Board in a way that favors or privileges certain Board members over others except when:
- Fulfilling individual requests for information, or
- Responding to officers or committees duly charged by the Board.
Policy 3.9 Chapter and Specialty Group Management: Date of adoption / Last revision: November 2013
With respect to ASMP’s chapters and specialty groups, the Executive Director shall not operate without uniform policies and procedures to ensure their financial and operational accountability.
(PENDING BOARD DEVELOPMENT OF CHAPTER POLICY DOCUMENT)
Policy 3.10 Corporate Funding: Date of adoption / Last revision: November 2013
The Executive Director may not operate without developing and professionally managing strategic alliances that build and diversify revenue streams for ASMP, while expanding its capacity to achieve Ends/Priority Results.
Further, the Executive Director will not:
- Enter into alliances with entities not, in fact and appearance, in alignment with the mission/Ends of ASMP.
- Enter into alliances without written agreements stipulating terms and conditions, including but not limited to:
- Fees and payment schedules.
- Defining the recognition/benefits to be provided to the sponsor, and ensuring that benefits offered are commensurate with the level of support/investment made by the sponsor.
- Sponsorship/Partnership does not convey, directly or by implication, ASMP endorsement of any products, services or companies.
- ASMP retains control over any sponsored program.
Policy 4.0 Board/Management Connection: Date of adoption / Last revision: November 2013
The Board’s sole official connection to the operating organization, its achievements and conduct will be through a chief executive officer, titled “Executive Director.”
Policy 4.1 Unity of Control: Date of adoption / Last revision: November 2013
Only officially passed motions of the Board are binding on the Executive Director.
- No Board member, officer or committee has authority over the Executive Director or any member of the Executive Director’s staff, except in rare instances when the person or committee has been explicitly authorized to direct or use staff resources for a specific issue.
- Board members or committees may request information, but if such request–in the Executive Director’s judgment–requires a material amount of staff time or funds or is disruptive, it may be declined. The committee or Board member may then refer the request to the full Board for consideration.
Policy 4.2 Accountability of the Executive Director: Date of adoption / Last revision: November 2013
All Board authority delegated to management is delegated through the Executive Director, Therefore, the authority and accountability of staff, as far as the Board is concerned, is considered to be the authority and accountability of the Executive Director.
- The Board will not give instructions to persons who report directly or indirectly to the Executive Director.
- The Board will not evaluate, either formally or informally, any staff other than the Executive Director.
- The Board will consider and evaluate Executive Director performance as synonymous with organizational achievement of Ends/Priority Results and compliance with Management Parameters. No performance measure established by the Board or by sub-sets of the Board shall conflict with or modify this measure of performance
- Consequently, the Executive Director’s accountability and evaluation are based on performance in two areas:
- Organizational accomplishment of Board’s established Ends/Results Priorities.
- Organizational operations within the parameters of legality, prudence and ethics established in the Board’s Management Parameters policies.
Policy 4.3 Delegation to the Executive Director: Date of adoption / Last revision: November 2013
The Board will direct the Executive Director through written policies setting forth the organizational Ends/ Results Priorities to be achieved and organizational situations/actions to be avoided, allowing the Executive Director to use any reasonable interpretation of these policies.
- Ends policies direct the Executive Director to achieve certain results, for certain recipients at a specified worth or priority. These policies will be systematically developed from the broadest, most general level to more defined levels.
- Management Parameters policies define the boundaries of legality, prudence and ethics within which the Executive Director is expected to operate. These policies describe those practices, activities, decisions and circumstances that would be unacceptable to the Board, even if effective in producing the desired results. These policies will ALSO be systematically developed from the broadest, most general level to more defined levels. The Board will not prescribe organizational means delegated to the Executive Director.
- An Ends or Management Parameters policy at a given level does not limit the scope of any preceding level.
- The Executive Director is authorized to establish all further policies, make decisions, take actions, establish practices and develop activities as long as they are consistent with any reasonable interpretation of these Ends and Management Parameters policies.
- The Board may change its Ends and Management Parameters policies, thereby shifting the boundary between Board and Executive Director domains. By doing so, the Board changes the latitude of choice and authority given to the Executive Director. However, as long as any particular delegation is in place, the Board will respect and support decisions made by the Executive Director that are compliant with Board policy, as reasonably interpreted.
Policy 4.4 Monitoring Executive Director Performance: Date of adoption / Last revision: November 2013
The Board will systematically and rigorously monitor Executive Director job performance, determining the extent to which Ends are being achieved and whether operational activities fall within boundaries established in Management Parameters policies.
- Monitoring is simply to determine the degree to which Board policies are being met. Information that does not address accomplishment of Ends/Priority Results and compliance with Management Parameters will not be considered in the Board’s evaluation of Executive Director performance.
- Ends and Management Parameters policies may be monitored by one or more of three methods:
- Internal Reports: The Executive Director discloses in writing his/her policy interpretations, along with data supporting his/her assessment of accomplishment of, or compliance with, the policy under review. As appropriate in a given context, the Executive Director may present information supporting the “reasonableness” of his/her interpretation.
- External Reports: An external, disinterested third party selected by and reporting to the Board assessment of accomplishment of, or compliance with, Board policies, as reasonably interpreted by the Executive Director.
- Direct Board Inspections: A designated Board member(s) or committee assesses accomplishment of, or compliance with, a given policy, as reasonably interpreted by the Executive Director.
- In every case, the Board commits itself to accept any reasonable Executive Director interpretation of the Board policy being monitored. The Board is the final judge of reasonableness, and will always judge with a “reasonable person” test (whether what the Executive Director did was what a reasonably prudent executive would do in that context), even if those choices may not be the choices the Board or any of its members may have made.
- In every case, the Board will judge whether:
- The Executive Director’s interpretation is reasonable; and
- Data demonstrate reasonable accomplishment of, or compliance with, the Executive Director’s interpretation.
- Interpretations determined by the Board not to be reasonable or data determined not to demonstrate reasonable accomplishment of, or compliance with, a Board policy as interpreted, will be subject to a remedial process agreed to by the Board.
- All policies instructing the Executive Director will be monitored at a frequency and by a method chosen by the Board. The Board may monitor any policy at any time by any method, but will ordinarily depend on the following routine schedule:
Policy 4.5 Board/General Counsel Relationship: Date of adoption / Last revision: November 2013
The purpose of the General Counsel is to ensure that ASMP’s actions take place with competent and prudent legal counsel and representation.
1. Accountability of the General Counsel
- A.The General Counsel is accountable to the Executive Director, but shall also serve as a resource to and apprise the Board Chair of material legal issues on a regular basis.
- B.If Board members or committees request information or assistance without Board authorization, the General Counsel may refuse such requests that require, in his/her opinion, an inappropriate amount of staff time or funds or is disruptive. In such a case, the requestor may choose to bring the request to the Board.
- C.The General Counsel may accomplish the “Job Products” of the position in any manner not imprudent, unethical, or in violation of the prohibitions listed below under “Limitations on General Counsel Authority.”
- D.The General Counsel may use any reasonable interpretation of Board policies. The General Counsel is authorized to establish all further policies, make all decisions, take all actions and develop all activities as long as they are consistent with any reasonable interpretation of the Board’s policies, and the ASMP Employee Handbook.
2. Job Products of the General Counsel
- Timely provision to the Board and the Executive Director on the status of settlement negotiations and all threatened/actual litigation.
- Negotiations for settlement.
- Settlement of litigation, with authority as obtained from the Board of Directors.
- Advice regarding avoidance of litigation or settlement of potential litigation.
- Timely opinion on documents and contemplated actions of the Board and the Executive Director.
- Any action or document of the Executive Director submitted for preparation or opinion.
- If, after having brought to the Executive Director’s attention any impropriety discovered in the course of his or her own work, the General Counsel feels that the Executive Director has failed to address the impropriety, the General Counsel must report that impropriety to the Board of Directors.
- Impropriety in this context means a material weakness in operational management or a violation of board policies regarding the affairs of ASMP.
- Nothing in this policy impedes the Executive Director from exercising his or her board-granted prerogative to interpret applicable board policies under the “reasonable interpretation” rule, nor does it remove from the Board the right to judge reasonableness. However, impropriety as used in provision “ii” above can indicate that in the opinion of the General Counsel, an interpretation made by the Executive Director is not “reasonable.”
- Legal ramifications of pending litigation.
- Legal process of the Board
- Any action or document of the Board or of duly appointed Board Committees submitted for opinion.
- When requested or appropriate, alternate language or action to achieve Board or Executive Director intentions in a lawful manner.
- Diligent and competent representation of ASMP in litigation.
- The General Counsel shall be the repository for the minutes of closed sessions of the Board.
3. Limitations on General Counsel Authority.
- No exercise of authority over Executive Director or staff.
- No violation of applicable codes of professional ethics and conduct.
- No treatment of members, constituents or staff in a disrespectful or unfair manner.
- No failure to keep the Executive Director apprised of the status of settlement negotiations and all threatened/actual litigation.
- No contracting-out of legal services except as justified by excess workload or insufficient expertise of legal staff, and within Board allocated budget for General Counsel’s office.
- No expenditures or fiscal encumbrances beyond those authorized under Board policy.
- Information shall not unreasonably be withheld from the Executive Director, nor shall General Counsel fail to cooperate with the Executive Director in the performance of his/her official functions.
4. Evaluation of General Counsel Performance.
- Further delineation of General Counsel accountability shall be as established by the Executive Director within the guidelines set forth above. The Executive Director shall be responsible for evaluating and compensating the General Counsel (in accordance with the Compensation & Benefits policy).
Addendum: Joint Venture Policy: Date of adoption / Last revision: September, 2008
(NOTE: Should ASMP enter into a “Joint Venture” as described in this policy, IRS Form 990 regulations stipulate that the Board of Directors should have an adopted policy as appears below.)
This Joint Venture Policy of ASMP (the “Society”) requires that the Society evaluate its participation in joint venture arrangements under Federal tax law and take steps to safeguard the Society’s exempt status with respect to such arrangements. It applies to any joint ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity as further defined in this policy. 1. Joint ventures or similar arrangements with taxable entities. For purposes of this policy, a joint venture or similar arrangement (or a “venture or arrangement”) means any joint ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity without regard to: (i) whether the Society controls the venture or arrangement; (ii) the legal structure of the venture or arrangement; or (iii) whether the venture or arrangement is taxed as a partnership or as an association or corporation for federal income tax purposes. A venture or arrangement is disregarded if it meets both of the following conditions:
- 95% or more of the venture’s or arrangement’s income for its tax year ending within the Society’s tax year is excluded from unrelated business income taxation [including but not limited to: (i) dividends, interest, and annuities; (iii) royalties; (iii) rent from real property and incidental related personal property except to the extent of debt-financing; and (iv) gains or losses from the sale of property]; and
- The primary purpose of the Society’s contribution to, or investment or participation in, the venture or arrangement is the production of income or appreciation of property. 2. Safeguards to ensure exempt status protection. The Society will: (i) negotiate in its transactions and arrangements with other members of the venture or arrangement such terms and safeguards adequate to ensure that the Society’s exempt status is protected; and (ii) take steps to safeguard the Society’s exempt status with respect to the venture or arrangement. Some examples of safeguards include:(a) control over the venture or arrangement sufficient to ensure that it furthers the exempt purpose of the organization; (b) requirements that the venture or arrangement gives priority to exempt purposes over maximizing profits for the other participants; (c) that the venture or arrangement not engage in activities that would jeopardize the Society’s exemption; and (d) that all contracts entered into with the organization be on terms that are arm’s length or more favorable to the Society.