SLA's Board Orientation Manual 2014 Board of Directors

Transcription

1 Global Headquarters 331 South Patrick Street Alexandria, Virginia USA Phone Fax SLA's Board Orientation Manual 2014 Board of Directors This manual contains information that is relevant to your newly elected, and continuing, roles on the SLA Board. The sections deal with: Essential Board Information References of the Organization SLA Financial and Legal Structures SLA Policies and Practices During the January Board meeting, you will receive training on managing our Board meetings by making them much more robust and strategic. This is an exciting time for you. You are embarking on a wonderful three years of SLA leadership. The first board meeting for many of you, especially the new President, can be daunting but in the long run you will cherish those experiences. We wish each of you the best and look forward to your efforts in moving SLA forward SLA Board of Directors Orientation Manual Page 1 of 58

2 Table of Contents Section I - Essential Board Information Key Information about SLA... 5 Travel and Expense Policy... 6 Information Regarding Board Meetings... 9 Information Board Discussion List and Wiki... 9 Section II Essential Information The Basics SLA Profile SLA Bylaws SLA Strategic Agenda Removal Clause of New York's Non-Profit Corporation Law Section III SLA Policies and Practices Extra Association Relations Policy Indemnification of Officers and Directors Guidelines for Board Liaisons Leadership Code of Responsibility Section IV Financial, Organizational and Legal Structures Appendix Program and Financial Planning Timeline Summary of Key Financial Activities Summary of Reports Consolidation of Funds SLA Legal and Tax Primer Inspection of Records Association Reserve Fund Antitrust Laws Bartering Board of Directors Listing Board of Directors Position Descriptions Staff Listing Accounting Terms Robert s Rules SLA Board of Directors Orientation Manual Page 2 of 58

3 Section I - Essential Board Information Key Information about SLA Travel and Expense Policy Information Regarding Board Meetings Information on Board Discussion List 2014 SLA Board of Directors Orientation Manual Page 3 of 58

4 Key Information about SLA 1. Tax Status: SLA is a not-for-profit corporation, incorporated in the US State of New York, which is exempt from federal tax under Section 501(c)(3) of the US Internal Revenue Code. 2. Association Year: The Association Year, as called for in Article IV, Section 6 of the Bylaws is 1 January to 31 December. 3. Fiscal Year: The Fiscal Year is 1 January 31 December. 4. Budget: The budget process is ongoing. Chapters, Divisions, Caucuses, Committees, and Representatives are sent information for submitting a budget request. The deadline to respond is early August to enable staff to begin work on standard and non-standard budget items. At its December meeting the SLA Board of Directors acts upon budgetary items which are included in its charge of overseeing the Association's operations. A draft programming budget is prepared by early November and submitted to the Finance Committee at its November/December Meeting. The Finance Committee makes appropriate amendments and suggestions. Any changes made from the Finance Committee are incorporated into the programming budget. The Finance Committee then recommends approval of the budget and of each individual request for funds from Chapters, Divisions, Caucuses, Committees and Representatives. It is then submitted to the Board of Directors at the Leadership Summit meeting for final approval. In the event of a surplus in a fiscal year, the Finance Committee will make a recommendation of action to the Board of Directors. This recommendation would be made after receipt of the audited financial statement by the Committee. The Board determines how the surplus should be distributed, after receipt of the audited financial statement and after considering the Finance Committee's recommendations. 5. Membership: Membership eligibility and categories are set forth by the Board of Directors as specified in Article IV, Section 1 of the Bylaws. Membership in the Association shall consist of Full Members, Student Members, Retired Members, Organizational Members and Honorary Members. SLA is an individual member, not an institutional, organization. 6. Meetings and Conferences: The Association holds two in-person meetings per year. In January/February, the Leadership Summit is held to conduct business and other Association affairs. The Annual Conference is held in June/July. Additional meetings may be held on an as needed basis. 7. Nominating Committee: The Board of Directors shall elect a nominating committee prior to July 1 each year. Third year directors select the members and present the recommendation for board action. 8. Election: Elections are held annually for Board Members in the September/October timeframe. 9. Contracts: SLA Practice 09(89) No official of any SLA unit may enter into a contract in excess of USD 5,000 unless it has been reviewed and signed by the Chief Executive Officer or Chief Financial Officer. Additionally, no unit of the Association can become engaged in contractual agreements which exceed the unit's fiscal resources unless approval has been provided by the Association's Board of Directors. 10. Official and Public Statements: SLA Policy 03(89) Extra-Association Relations Policy states that "When the Association's official position is well-known, especially in writing, it should be quoted to ensure consistency of response." New statements, when time permits, are referred to the Board of Directors for approval. When time does not permit, approval is given by the President and the Chief Executive Officer. 11. Liability Insurance: SLA Policy 53(84) The Association maintains insurance to indemnify itself and its Directors and Officers. Each Director and Officer is covered annually at the rate of USD 1 million per incident. 12. Conflict of Interest: SLA Policy 06(94) It shall be the policy of the Special Libraries Association (SLA) that no member, while serving the Association in a leadership capacity, either as an officer, a director, or committee/council chair, or in another type of leadership capacity, will take personal advantage of his or her leadership role by allowing a situation to exist that may be construed as a conflict of interest situation SLA Board of Directors Orientation Manual Page 4 of 58

5 13. Committee/Council Assignments: Board members serve on the following Standing Committees: Awards, Committee on Association Governance and Finance. 14. Committees: SLA Practice 02(90) All standing committees and special committees shall be established by the Board. The President shall appoint the members and designate the Chair for all except the Nominating Committee (Article VI). Advisory councils and task forces are also included under this practice. 15. Travel Policy: As set forth in the Association's Travel Policy 01(92) Section II, SLA will reimburse expenses as follows: " That the Board members, with the exception of the President and President-Elect, whose employers do not provide travel expenses for attendance at the Leadership Summit or Annual Conference be reimbursed by the Association for an amount up to USD 3,000/year for members from the US, Canada and Mexico, and USD 4,000/year for Board members based outside of the US, Canada and Mexico. The cost of alcoholic beverages shall not be reimbursable. Board members are encouraged to seek reimbursement from their employers prior to submitting expenses to the Association for reimbursement. 16. Operational and Management Responsibilities of Staff: The Chief Executive Officer is authorized to adjust staff organization, position descriptions, job grades, salary ranges, salary increase plans and other aspects of the salary program within the current budget for salaries and benefits. The Chief Executive Officer reports to the Board of Directors and is evaluated by the President, President-elect, Past President, Treasurer and Secretary. All other staff members report to the Chief Executive Officer. 17. Relationship with Staff: Board members are requested to contact the Chief Executive Officer if work on an issue is needed so that the Chief Executive Officer can balance the workload of staff and ensure a speedy and accurate response. 18. Board Document Numbering: Board document numbering is on a calendar basis, beginning with the first meeting of the Board in January. The "A" documents are action documents -- documents presented to the Board of Directors for their approval or other action. The "B" documents are informational items presented for the Board's attention and discussion. In addition, the numbering system indicates whether the document is an executive session or open session document. For example: the first 2013 executive session action document will be numbered "EM0113-A01". Open session documents lead with "OM." Board of Directors conference call documents are indicated as such; OM0113-A01 (or B01 depending on whether or not it is an action document). 19. Financial Responsibility: The membership of the Association has given the Board of Directors its confidence and trust to manage the Association's property, and to regulate and govern its affairs. In order to accomplish this, the Board determines policies necessary to carry out the objectives of the Association. The Board of Directors will adhere to Conflict of Interest: SLA Policy 06(94). 20. Policy and Leadership of Board Members: Each Board Member is an elected leader of the Association and is responsible collectively for establishing the future of the organization. The Board of Directors sets policies which direct the Association, its Members, Committees, Chapters, Divisions and Staff. Board policies guide decisions, thus enabling the Association to move ahead. Programs and services are developed around the guidance provided by the Board's policies. 21. Board Responsibility: Each Board member is responsible for being knowledgeable about all issues coming to the attention of the Board of Directors, and those issues that should come to its attention, and to address all issues in a proactive manner. 22. Legal Responsibilities of Board Members: SLA has developed a Tax and Legal Primer to provide information on topics such as tax status, political action, liability, antitrust, inspection of records, and contracts. It contains answers to commonly asked questions about the Association and its operations. It is not intended as a legal source book for legal opinions. Any specific legal questions should be directed to the Chief Executive Officer SLA Board of Directors Orientation Manual Page 5 of 58

6 01(10) SLA TRAVEL AND EXPENSE POLICY I. Policy It is the policy of the Special Libraries Association to assist with the payment of travel fares and normal daily expenses for Association leadership in the pursuit of Association activities. II. Purpose That the Board members, with the exception of the President and President-Elect, whose employers do not provide travel expenses for attendance the Leadership Summit or Annual Conference be reimbursed by the Association for an amount up to US$3,000/year for members from the US, Canada and Mexico, and US$ 4,000/year for Board members based outside of the US, Canada and Mexico. The cost of alcoholic beverages shall not be reimbursable. Board members are encouraged to seek reimbursement from their employers prior to submitting expenses to the Association for reimbursement. III. Practice/Procedure 1. That the Association assists in paying travel fares and normal daily expenses for the Association President and President-Elect for Chapter visits, Board of Directors Meetings, Annual Conferences, Division conferences, and commitments at library schools, vocational groups, and library-oriented seminars, institutes, meetings of the information industry, etc. where their employer will not reimburse for expenses incurred. 2. That the Board members, with the exception of the President and President-Elect, whose employers do not provide travel expenses for attendance at Leadership Summit and Annual Conference be reimbursed by the Association for an amount up to US$3,000 per annum if from North America and US$4,000 if from outside North America for the costs incurred in attending those meetings. 3. That the Association shall pay travel fares and normal daily expenses for the Chief Executive Officer and appropriate designated staff members when on official SLA business, including attendance at SLA Board of Directors meetings and at professional meetings of other appropriate organizations. 4. When circumstances merit, the President, President-Elect, or Chief Executive Officer may charge to her/his expense account appropriate expenses for professional hospitality of important visitors when necessary. 5. That the Association will pay direct round-trip coach travel fares and normal daily expenses for a maximum of two days at the Annual Conference for designees to the SLA Hall of Fame, SLA Professional Award, John Cotton Dana Award, and Honorary Member designee(s), when necessary. 6. That specific amounts shall be included in the approved budget for each category (items 1,2,3,4 and 5) for normal business travel and related expenses. Expenses concerned with specific programs shall be charged to the appropriate program budget (for example, the travel costs associated with the Annual Conference will be charged to the Conferences and Meetings program budget.) 7. That no Association-level travel expenses shall be paid unless they have been provided for in the budget and are supported by original copies of adequate vouchers and receipts, together with an explicit SLA Expense Report. Normal expenses will be submitted to and approved by the Chief Executive Officer except those of the President, President-Elect, Secretary, and Chief Executive Officer will be approved by the Treasurer and the Treasurer's expenses will be approved by the President. 8. Travel expenses for members of the Association's units (such as Chapters and Divisions) may be paid from funds of the unit provided that there has been prior approval of the appropriate unit governing body. 9. Travel and related expenses for Association speakers, consultants, advisors, etc., in accordance with related contracts and agreements, may be paid from program budgets as approved by the Chief Executive Officer. ADVISORY PROCEDURES FOR SLA TRAVEL POLICY A. Adequate travel accommodations are considered to be by air (at the most economical class available) or by first-class accommodations on a train or bus (which could include overnight accommodations, if necessary) SLA Board of Directors Orientation Manual Page 6 of 58

7 B. If a personal automobile must be used, travel reimbursement will be at the standard IRS rate or by commercial carrier (at the most economical rate) whichever is cheaper. If a car must be rented, reimbursement will be for the actual rental cost plus mileage charges and payment for fuel purchases. C. That an SLA Expense Report shall be submitted by all persons (see Item D) within 21 days of the event or reimbursement will not be made. D. That a running expense record can be substituted for an Expense Account Form for Expenses of Association staff within Alexandria, VA and payment can be made from petty cash (up to a maximum of $50.00). E. To minimize disruption of the Association's affairs due to accidents, the following restrictions should be followed as far as possible: E-1 To ensure continued governance, members of the Executive Committee of the Board and the Chief Executive Officer should not travel on the same carrier. E-2 To ensure a quorum of the Board, no more than five members of the Board should travel on the same carrier. E-3 To ensure adequate signatories for bank accounts and other funds, no more than two of the signatories should travel on the same carrier. E-4 To ensure adequate continuity in the operations of the Alexandria, VA office, no more than two members of the Chief Executive Officer's senior management team should travel on the same carrier. IV. Responsibility The Treasurer, with the assistance of the Chief Executive Officer, shall be responsible for the administration of this policy. Amended: November 2010 Approved: December 2010 Supersedes: June 2004 This document can also be in the Employee Handbook SLA Board of Directors Orientation Manual Page 7 of 58

8 SLA Travel Expenses SLA requires travel of many of its employees and many individuals who are not employees. The annual cost to the Association for this travel is substantial. Funding for these expenses comes from a variety of sources including membership dues and conference registrations. While SLA is obligated to its members and its contributors to spend these funds in a conscientious and fiscally responsible way, the Association realizes that travel consumes personal time and energy and wants to make travel guidelines as easy as possible for travelers to follow. SLA will reimburse reasonable approved business travel expenses incurred while on assignments away from the normal work location. The actual costs of travel, meals, lodging, and other expenses directly related to accomplishing business travel objectives will be reimbursed by SLA. Individuals are expected to limit expenses to reasonable amounts. Submit the completed travel expense form within 21 days to Natasha Kenner, Director of Executive Office Relations. Please tape original receipts to a piece of paper and submit by postal mail along with a copy of the expense report. In addition, please the expense form to Natasha Kenner (nkenner@sla.org). Reimbursements are managed through an online accounts payable system. The turn around time is business days depending on method of reimbursement, via check or direct deposit. Direct deposit is strongly suggested as it is more expedient and economical. Board members are encouraged to seek reimbursement from their employers prior to submitting expenses to the Association. Those whose employers do not provide travel expenses for attendance at the Leadership Summit and Annual Conference can be reimbursed by the Association for an amount up to USD 3,000/year for Board members from the US, Canada and Mexico and USD 4,000/year for Board members based outside of the US, Canada and Mexico. The cost of alcoholic beverages shall not be reimbursable. The following are guidelines for submitting expenses to SLA. 1. Travel on behalf of SLA will be reimbursed at air coach rates, unless unusual or extenuating circumstances are involved. All original receipts and ticket stubs must be attached to the travel expense form. Roundtrip mileage at 56.5 cents per mile for the use of one's own automobile from home to airport and airport parking are allowable costs when traveling by air. 2. If travel by personal automobile rather than air coach is chosen for personal reasons, reimbursement shall not exceed air coach rates. Expenses en route, such as lodging, meals, etc., are not reimbursable. 3. SLA will reimburse for hotel room charges. We ask that standard single room rates be reserved. When traveling on behalf of SLA, please request education rates or use other discounts, if at all possible. Original paid receipts for lodging must be presented. Other charges on hotel bills, e.g., meals eaten at the hotel, should be broken out from the hotel bill and listed separately under "Meals" or "Other." 4. Original receipts should accompany any claim for expenses. A receipt is required for any expense above USD SLA does not pay for the expenses of spouses or dependents who may elect to travel with one who is on SLA business. Hotel statements and other itemizations should show the rates or charges for a single room. 6. SLA will reimburse only for the time spent directly on SLA business. If a person arrives in a city earlier or departs later than is necessary for an assignment, it is assumed that the time is for personal benefit and is not reimbursable, unless staying over one extra night reduces the transportation cost so that the total cost of the trip is lower than it would be otherwise. 7. SLA does not reimburse for SLA related conference registrations. Contact the Chief Financial Officer for guidance and assistance on procedures related to expense reports or reimbursement for specific expenses SLA Board of Directors Orientation Manual Page 8 of 58

9 Information Regarding Board Meetings Prior to each Board meeting documents are prepared by Association units, Board members, and SLA staff. These documents are numbered to correspond to the calendar year. For example, the board documents brought before this board will have the number current year (ex. 14) as part of its identifying number. The documents also fall within two types of categories. Document types are indicated with an "A" or "B". An "A" document is one that requests the Board to take action. This action is found on the first page of the document under the title "recommendation." The need for a "recommendation" may change during deliberation by the Board. A "B" document is an information-only document. Primarily, this information is a status report that does not require the Board's action. The open session "A" and "B" documents are made available to all SLA members via the website. The "A" executive session documents are limited to members of the Board of Directors and appropriate staff. All documents received by the designated deadline are posted to the Board of Directors Wiki. Remember that any documents received after the established deadlines are placed on the agenda at the discretion of the President. Documents for the Board meetings will have the following information on the cover memo of each document: TO: FROM: DATE: RE: Board of Directors Association Unit/Board Member/SLA Staff Day Month Year Topic RECOMMENDATION: That the Board of Directors... RETURN ON INVESTMENT: BACKGROUND INFORMATION: FINANCIAL IMPACT STATEMENT: Prepared by: Produced by: Reviewed by: If you have additional questions regarding Board documents, please contact Natasha Kenner, nkenner@sla.org. What You Should Know About the Board Discussion List and Board Wiki These tools provide the Board and appropriate staff the opportunity to discuss issues of interest to the Board/Association along with planning and preparation for upcoming Board meetings. Some details and subjects discussed on the list are confidential and should not be shared with anyone outside the Board. All are encouraged to participate and share their views. Discussion List - slaboard@sla.lyris.net Wiki Address - Once on the Board wiki, in the upper right-hand corner, select Tools. Then select Watch to receive notifications. In case the wikis are down, it is recommended that all documents be downloaded to a local drive or printed. Should there be a long-term outage of the wikis, the documents will be added to a service such as Dropbox SLA Board of Directors Orientation Manual Page 9 of 58

10 Section II - References of the Organization SLA Profile SLA Bylaws Strategic Vision Removal Clause of New York's Non-Profit Corporation Law 2014 SLA Board of Directors Orientation Manual Page 10 of 58

11 SLA Profile The Special Libraries Association (SLA) was founded in 1909 in the state of New York and is now the international association representing the interests of thousands of information professionals in over seventy countries worldwide. SLA Bylaws (Revised November 2008) Article I: Name The name of this not-for-profit corporation is the Special Libraries Association, Inc., hereinafter referred to as the "Association." Article II: Purposes and Limitations Section 1. The Association is hereby organized for the following purposes: (i) to provide an association of individuals and organizations having a professional interest in the strategic use of information; (ii) to promote and improve the communication, dissemination and use of such information and knowledge for the benefit of its members and the people and organizations they serve; (iii) to engage in any other activity permitted to be engaged in by corporations: (a) exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as the same may be amended or supplemented (the "IRC"); (b) contributions to which are deductible under IRC Section 170(c)(2); and (c) formed under the New York Not-for-Profit Corporation Act, as the same may be amended or supplemented (the "Act"). Section 2. The Association is organized exclusively for educational, scientific, and charitable purposes, including, for such purposes, the making of distributions to organizations exempt from federal income tax under IRC Section 501(c)(3). Section 3. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office (including the publishing or distribution of statements). Section 4. No part of the property, assets, or net income of the Association shall inure to the benefit of, or be distributable to, its officers, directors, committee members, employees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Section 5. Notwithstanding any other provision of these bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation: (i) exempt from federal income tax under IRC Section 501(c)(3); (ii) contributions to which are deductible under IRC Section 170(c)(2); and (iii) formed under the Act. Article III: Offices The Association shall maintain in the State of New York a registered agent, and may have offices within or without the State of New York as shall be determined by the board of directors of the Association SLA Board of Directors Orientation Manual Page 11 of 58

12 Article IV: Membership Section 1. Members. The Association shall have members in such classes and such numbers, according to policies adopted by the board. Section 2. Membership Term, Voting Right Classifications, and Qualification. The term, voting rights (if any), characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members shall be determined by the board. Application for membership in the Association shall be made pursuant to procedures established by the board. Section 3. Determination of Membership Dues and Obligation to Pay. Membership in the Association carries a definite obligation to pay any membership dues and assessments established by the board. The board shall fix the amount of membership dues and/or assessments (if any) for all membership classes each year and reserves the right to increase the membership dues once every three years. Section 4. Termination of Membership. Membership in the Association, and/or specific membership rights, may be suspended or terminated if a member does not pay the required membership dues, in full, by the due date established by the board, or according to policies adopted by the board. Section 5. Annual and Regular Meetings. There shall be an annual meeting of the membership to be held at a time and place designated by the board of directors. There may be other regular meetings of the membership as the board may decide. Notice of such meetings shall be given to all members at least thirty (30) days before the date of the meeting. Notice shall include the date, place, hour of the meeting, and any business known to be brought before the assembly. The Association may provide notice of any regular or annual meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given. Section 6. Special Meetings. Special meetings of the membership may be held by direction of the board. The board shall fix the time and place for holding any special meeting of the members. Written notice of any special meeting of the voting membership shall be provided to each member either in person or postmarked by first class mail not less than twenty (20) days and not more than thirty (30) days before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. The Association may provide notice of any special meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given. Section 7. Quorum. A quorum for the transaction of business shall be 100 voting members. Section 8. Manner of Acting. The act of a majority of the voting members present and voting at a duly called meeting of the voting members at which a quorum is present shall be the act of the voting membership, except as otherwise provided by law, by the Association's Certificate of Incorporation, or by these bylaws, or the adopted parliamentary authority. Each voting member shall have one (1) vote on all matters submitted to a vote of the voting members. Voting by proxy shall be allowed as determined by the board. Section 9. Action by Written Ballot. Pursuant to the Association's Certificate of Incorporation and the Act, any action that may be taken at a meeting of the voting members may be taken without a meeting if the action is approved in writing by voting members holding a majority of the voting power of the members voting on such action, presuming that the number of votes approving such action is equal to at least a quorum; provided, however, if the Act or these bylaws specifically require approval by a higher proportion to take a certain action, then such proportion shall be required to take such action by written consent. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least a majority of the voting power of the members responding to the Association's written request to vote on such action, delivered to the Association for inclusion in the minutes or filing with the corporate records, and otherwise carried out pursuant to the requirements of the Act. The written ballot required under this Section may be delivered in any manner or format allowed by the Act at the time the ballot is to be taken SLA Board of Directors Orientation Manual Page 12 of 58

13 Article V: Board of Directors Section 1. There shall be a board of directors, also referred to as the "board," that shall have power and authority to manage the Association's property and to regulate and govern its affairs. The board shall determine policies of the Association, and shall take such actions as it considers necessary to carry out the objectives of the Association. Regardless of title, all members of the board of directors shall be considered as "directors" throughout this document, unless otherwise specified. Section 2. The board shall consist of: the president and president-elect of the Association, the chair, chair-elect and past chair of the chapter cabinet, the chair, chair-elect and past chair of the division cabinet, the treasurer, the most recent past president, and four additional directors. At the first regular meeting held after an election, the board shall elect a director to serve as secretary. Section 3. Annual and Regular Meetings. An annual meeting of the board shall be held at such time and place, either within or without the State of New York, as designated by resolution of the board without notice required other than these bylaws and such resolution. The board may provide by resolution the time and place, either within or without the State of New York, for the holding of additional regular meetings of the board without notice required other than these bylaws and such resolution. Meetings of the board, except executive sessions, shall be open to members of the Association and by invitation of the president to nonmembers. Section 4. Special Meetings. Special meetings of the board may be called by or at the request of the president or any three (3) directors. The president shall fix the time and place of such meetings. Section 5. Notice. Notice of any special meeting of the board shall be provided to each director in writing not less than two (2) weeks before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. Any director may waive notice of any meeting before, at or after such meeting. The attendance of any director at a special meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by such director. Section 6. There shall be an executive committee, to consist of the president, president-elect, and past president, with all the authority of the board to act between meetings of the board, except with respect to matters that are prohibited by the New York Not-for-Profit Corporation Law. Section 7. Whenever in the judgment of the executive committee, a question arises that should be put to a vote of the entire membership of the board, and cannot await a regular or special meeting, the board of directors may vote by mail ballot, or other legally accepted means, provided that all members of the board of directors have consented to having such a vote conducted by such stated means, and that a two-thirds vote of all board members in favor of the issue presented must be received in order for the issue to be approved. Section 8. Quorum. A majority of the voting directors in office shall constitute a quorum for the transaction of business at any meeting of the board. Section 9. Manner of Acting. The act of a majority of the voting directors present at a duly called meeting of the board at which a quorum is present shall be the act of the board, except as otherwise provided by law, by the Association's Articles of Incorporation, these bylaws, or the parliamentary authority. No proxy voting shall be permitted. Section 10. Teleconferencing. Any director participating in a meeting of the board may participate by means of telephone conference call or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Any director participating in a meeting of the board may participate by any other electronic means allowed by the Act at the time the meeting takes place. Such participation shall constitute presence in person at the meeting. Section 11. Action by Unanimous Written Consent. Any action that may be taken at a meeting of the board may be taken without a meeting if all of the directors entitled to vote thereon consent thereto in writing. Section 12. Minutes. Minutes of each meeting of the board shall be recorded by the secretary, or, in the absence of the secretary at such meeting, another person designated by the board SLA Board of Directors Orientation Manual Page 13 of 58

14 Section 13. Removal or Resignation of Directors. Any director may be removed for cause from the board at any time by the affirmative vote of a majority of the voting directors then in office. Section 14. Vacancies. (a) In the event of disability or withdrawal of the president, the title and all duties and obligations shall be assumed by the president-elect for the remainder of the term. If this partial term is less than half of a term, the president-elect shall thereafter serve a full term as President. (b) Should further succession beyond that of president-elect to the office of president become necessary, the title, duties, and obligations shall be assumed by the most recent past president. A vacancy in the board created by such succession shall be filled as a director for the remainder of the term. (c) Any other vacancy occurring on the board may be filled for the remainder of the term by the vote of a majority of the directors then in office. Article VI: Officers Section 1. The president shall be the chief elected officer of the Association and, subject to the board, shall have general supervision and control over its affairs; shall serve as chair of the board and shall preside at all meetings of the Association and the board; and shall recommend to the board such measures as are considered desirable to further the objectives and broaden the effectiveness of the Association. At the annual business meeting the president shall report for the board on the general state of the Association and shall present for information or consideration any matters of policy or program that the president or the board desire to bring to the attention of the members. The president shall be a member ex officio, without vote, of all Association committees except the nominating committee. Section 2. The president-elect shall perform such duties as the president may assign. Section 3. The chair of the chapter cabinet shall preside at all meetings of the chapter cabinet and shall direct and coordinate its activities; shall represent chapter interests in relationships with the board and shall inform chapters of decisions and policies affecting their interests; and shall communicate to the board and to the chapter cabinet such matters and suggestions as may increase the usefulness of the chapter cabinet. Section 4. The chair-elect of the chapter cabinet shall perform such duties as the chair may assign. In the event of disability, absence or withdrawal of the chair, the chair-elect shall assume the title, duties, and obligations of the chair. A vacancy in the board created by such succession shall be filled as a director. Section 5. The past chair of the chapter cabinet will serve as a director and work with the chair-elect of the chapter cabinet and the chair of the chapter cabinet. Section 6. The chair of the division cabinet shall preside at all meetings of the division cabinet and shall direct and coordinate its activities; shall represent division interests in relationships with the board and shall inform divisions of decisions and policies affecting their interests; and shall communicate to the board and to the division cabinet such matters and suggestions as may increase the usefulness of the division cabinet. Section 7. The chair-elect of the division cabinet shall perform such duties as the chair may assign. In the event of disability, absence or withdrawal of the chair, the chair-elect shall assume the title, duties, and obligations of the chair. A vacancy in the board created by such succession shall be filled as a director Section 8. The past chair of the division cabinet will serve as a director and work with the chair-elect of the division cabinet and the chair of the division cabinet. Section 9. The treasurer shall perform the usual duties of the office and those assigned by the board, and at the annual business meeting, shall report to the members on the financial status of the Association SLA Board of Directors Orientation Manual Page 14 of 58

15 Section 10. The secretary shall perform the usual duties of the office and those assigned by the board. Section 11. The terms of office of president, president-elect and past president of the Association, secretary, chair, chair-elect and past chair of the chapter cabinet, chair, chair-elect and past chair of the division cabinet shall be one year or until a successor is elected and assumes office. The terms of office of treasurer and director shall be three years or until a successor is elected and assumes office. Article VII: Nomination and Election Section 1. The board shall elect a nominating committee to nominate candidates for each election. The nominating committee shall be comprised of five members, including the chair, none of whom shall be a member of the board. The nominating committee shall elect its own chair-elect. It shall be the duty of the committee to recommend the time lines and procedures for the nomination and election process prior to the call for nominations (the "Nominating Committee Guidelines"). The Nominating Committee Guidelines shall be subject to the approval of the board. For each election, the board shall set the date on which newly elected directors and officers shall assume office. Section 2. The Nominating Committee shall present two candidates each for President-elect of the Association, Chair-elect of the Chapter Cabinet, Chair-elect of the Division Cabinet. For two years, four candidates will be presented for two director positions. In the third year, no candidates will be presented. Terms for directors shall be staggered so that two directors are elected at each election for two consecutive years, then no candidates for one year. Every three years the Nominating Committee shall present two candidates for Treasurer. Section 3. Nominations other than the nominations made by the nominating committee may be made by a petition entered by twenty-five (25) voting members. Such petition must be filed with the Association staff officer prior to the nominations deadline set by the board and must be accompanied by written acceptance of the nominee. Section 4. Election of officers and directors shall be by secret ballot sent to each voting member. A plurality shall elect. Article VIII: Chapter Cabinet Section 1. There shall be a chapter cabinet whose major areas of interest and functions shall be assigned by the board. The cabinet may request and receive reports from its members, shall advise the board on matters pertaining to its assigned interests and may initiate proposals for consideration by the board. It shall consider matters referred to it by the board, the president, or the administrator of the Association office. Section 2. The chapter cabinet shall consist of each chapter president and president-elect. If either is unable to attend a meeting of the cabinet, the chapter president shall designate an eligible member of the chapter to represent the chapter cabinet member unable to attend. Section 3. The chapter cabinet shall convene at least once a year SLA Board of Directors Orientation Manual Page 15 of 58

16 Article IX: Division Cabinet Section 1. There shall be a division cabinet whose major areas of interest and functions shall be assigned by the board. The cabinet may request and receive reports from its members, shall advise the board on matters pertaining to its assigned interests and may initiate proposals for consideration by the board. It shall consider matters referred to it by the board, the president, or the administrator of the Association office. Section 2. The division cabinet shall consist of each division chair and chair-elect. If either is unable to attend a meeting of the cabinet, the division chair shall designate an eligible member of the division to represent the division cabinet member unable to attend. Section 3. The division cabinet shall convene at least once a year. Article X: Chapters Section 1. Chapters relating to geographic areas actively represented among the members may be established by the board according to the policies and procedures adopted by the board. Section 2. Membership eligibility in chapters shall be in accordance with Article IV. An eligible member may affiliate with more than one chapter upon payment of an additional fee for each additional chapter. Section 3. Funds for the operating expenses of a chapter shall be provided by allotment of a share of the annual Association dues paid by its members. Each chapter shall submit an annual report on its activities and a financial statement to the Association staff officer. Requests for additional funds or loans may be submitted to the board and may be granted by the board at its discretion. All funds received by a chapter shall be used exclusively for purposes incident to fulfillment of the Association's objectives. Section 4. The board may authorize provisional chapters subject to such requirements as the board may determine. Section 5. Chapters shall adopt governing documents that shall not be in conflict with the Association bylaws. All proposed changes to governing documents shall be reviewed by the Association bylaws committee prior to being submitted for a vote of the chapter membership. Article XI: Divisions Section 1. Divisions relating to areas of interest actively represented among the members may be established by the board according to the policies and procedures adopted by the board. Section 2. Membership eligibility in divisions shall be in accordance with Article IV. An eligible member may affiliate with more than one division upon payment of an additional fee for each additional division. Section 3. Funds for the operating expenses of a division shall be provided by allotment of a share of the annual Association dues paid by its members. Each division shall submit an annual report on its activities and a financial statement to the Association staff officer. Requests for additional funds or loans may be submitted to the board and may be granted by the board at its discretion. All funds received by a division shall be used exclusively for purposes incident to fulfillment of the Association's objectives. Section 4. The board may authorize provisional divisions subject to such requirements as the board may determine SLA Board of Directors Orientation Manual Page 16 of 58

17 Section 5. Divisions shall adopt governing documents that shall not be in conflict with the Association bylaws. All proposed changes to governing documents shall be reviewed by the Association bylaws committee prior to being submitted for a vote of the division membership. Article XII: Caucuses and Other Units Section 1. Caucuses and other units relating to areas of interest that do not fall within the scope of any one division and do not conflict with any other established unit of the Association may be authorized by the board. Section 2. Membership eligibility in caucuses shall be in accordance with Article IV. An eligible member may affiliate with one or more caucuses upon payment of an additional fee for each caucus. Section 3. A caucus shall receive an annual budget allotment based on a share of the annual caucus fee paid by its members. All funds for a caucus shall be disbursed or reimbursed by the Association office on written authorization from the convener of the caucus, who shall be responsible for keeping track of the total authorized expenditures. Unspent funds will revert to the Association at the end of each fiscal year. Requests for additional funds may be submitted to the board and may be granted by the board at its discretion. Section 4. The board may create and dissolve additional units, subject to such requirements as the board may determine, with input from the membership. Article XIII: Committees Section 1. Standing committees and special committees of the Association and special committees of the board shall be established by the board. These committees shall be responsible to the board, which will delegate such powers and functions to them as the board finds desirable for the conduct of its business and for carrying out the objectives of the Association. Section 2. The president shall appoint the members and designate the chair of all committees except the nominating committee. Appointments to standing committees shall be made to provide continuity of membership. No member may serve on any one committee more than six consecutive years. Section 3. Each committee shall submit to the board a written annual report of its activities that shall contain any recommendations considered necessary or advisable. Additional reports may be submitted at the option of a committee or as requested by the board or the President. Section 4. Funds for committee expenses shall be authorized by the board through an annual allotment or upon submission of an estimated budget. Section 5. Standing committees and special committees may establish subcommittees to assist in their work. Subcommittees may include nonmembers of the Association. Article XIV: Finances Section 1. Fiscal Year. The fiscal year of the Association shall be determined by the board of directors. Section 2. Contracts. The board may authorize any officer or agent of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. Section 3. Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers or 2014 SLA Board of Directors Orientation Manual Page 17 of 58

18 such agent or agents of the Association and in such manner as shall be determined by the board. In the absence of such determination by the board, such instruments shall be signed by the president or by the treasurer of the Association. Section 4. Deposits. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the board may select. Section 5. Annual Report. The board shall present at the annual meeting of members a written report, verified by the president and treasurer or by a majority of the directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the board, as required by law. Article XV: Books and Records The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the board, committees having any of the authority of the board, and the membership. Article XVI: Limitation of Liability and Indemnification Section 1. Limitation of Liability. The personal liability of the officers, directors, committee members, and employees of the Association is hereby eliminated to the fullest extent permitted by the Act and the IRC. Section 2. Indemnification. The Association shall, to the fullest extent permitted by the Act and the IRC, indemnify and hold harmless each officer, director, committee member, and employee of the Association from and against any and all liabilities, costs and expenses (including attorneys' fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any legal action or proceeding to which he or she may be a party by reason of his or her being or having been an officer, director, committee member, or employee of the Association, or by reason of any action alleged to have been taken or omitted by him or her in such capacity. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any, agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be an officer, director, committee member, or employee of the Association, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such person. The Association shall be authorized but not required to purchase insurance for the purpose of the indemnification provided for herein; provided, however, that such indemnification shall not be limited by the scope or extent of such insurance. Article XVII: Duration and Dissolution The duration of the Association shall be perpetual, except that it may be dissolved in the manner provided by the Act. Upon the dissolution of the Association, and after paying or making provision for the payment of all of the liabilities of the Association, all assets of the Association shall be distributed for one (1) or more of the Association's exempt purposes within the meaning of IRC Section 501(c)(3), or shall be distributed to the federal government, or to a state or local government, for a public purpose, in such manner as the board shall determine. Article XVIII: Parliamentary Authority The rules contained in the tenth edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt SLA Board of Directors Orientation Manual Page 18 of 58

19 Article XIX: Amendments Section 1. Amendments may be proposed by the board, the bylaws committee, or any 25 voting members of the Association. Proposals shall be submitted to the bylaws committee and reviewed by the board. All proposals submitted shall be presented to the membership and may contain board and bylaws committee recommendations. Section 2. Amendments can only be considered at the annual business meeting. Notice containing the text of any proposed amendment shall be sent to each voting member at least 30 days before the meeting at which it is to be discussed. Section 3. These bylaws may be amended by the affirmative vote of two thirds of the members of the Association present and voting. SLA Strategic Agenda ( ) Adopted November 2011 Strategic Plan located at: The rapid evolution of the information industry, along with input from SLA members, has spurred the SLA Board of Directors to develop an updated strategic vision for SLA. This vision will serve as a roadmap for our association between now and 2014 to provide the best career-enhancing benefits to our 9,000-plus members worldwide. Vision SLA is a vibrant, global association of professionals who are employed in every sector of the information and knowledge economy. Our members thrive where data, information, and knowledge intersect and our strategic partners support SLA because they believe in the association s mission and the future of its members. The goal of SLA is to support information professionals as they contribute, in their varied and evolving roles, to the opportunities and achievements of organizations, communities, and society. Key Areas of Focus To supplement the direction of the strategic vision, priorities have been identified to guide the association s leaders, volunteers, and staff toward fulfillment. Each and every SLA member will have an integral role to play in order for our vision to become reality a role that is professionally beneficial and that opens up new opportunities each step of the way. Focus areas include: Annual Conference: SLA s chief member-benefit is its highest priority. We will increase collaboration across SLA s divisions to provide more focused, refined content. This collaboration will leverage our professional experience and institutional knowledge to ensure increased relevance of programming for SLA s conference attendees. While increasing specificity of topics is key, focus will also be placed on broadening opportunities for learning. Professional Development: SLA s value to its membership will be enhanced not only through improved in-person development offerings, but in combination with a year-round, virtual education program. We will define a new approach to providing reliable and useful professional development programming, comprising virtual opportunities throughout the year, and partnerships with schools of library and information science to codevelop content, communications, and delivery of educational programs. Creating Richer Volunteer Experiences to Develop In-Demand Skills: A fulfilled association-vision will depend heavily upon SLA s volunteer-force the network that gives the association its strength and relevance. What better incentive to become active in the association than the fact that it will benefit your career down the road? New skills picked up as volunteers in our chapters and divisions may just be the stepping stones to a promotion or achievement at work. Added focus will be placed on creating richer volunteer experiences in the areas of web development (search engine optimization, plug-in development and research), marketing (developing a marketing plan for local events and programs), program management (overseeing budgets, fund raising with local vendor communities), and more. SLA s volunteers will be powerfully well-rounded in the years to come SLA Board of Directors Orientation Manual Page 19 of 58

20 Opening New Markets Through Collaboration: A bright future for SLA depends on collaboration with key partners within the information industry. We will strive toward an increase in opportunities available to SLA s membership through affiliation with schools of library and information science and the vendors who provide products and services that empower SLA members. Growth Through Diversity: The information profession is evolving faster than ever, thanks to the rapid rate of technological change and innovation. In this evolution lies opportunity to grow SLA s offerings to new and nontraditional sectors of the information profession, and to enhance SLA as a professional home for these groups e.g. competitive intelligence specialists, IT development specialists, and software and standards trainers. Envisioning A Bright Future The focus areas described above are highlights of our plan to fulfill a prosperous vision for the future. It goes without saying that each area of focus is inter-woven each one depends on the other. As always, the value here lies in the opportunity to network, to try on something new, to step out of our comfort zones, and to achieve more than ever before. I am honored to unveil this new vision from our association in the final months of my SLA presidency. I am confident that as I pass the torch to incoming President Brent Mai and President- Elect Deb Hunt that the strength of the association s volunteer force and staff will put us in a position that is both stable and pioneering within the information industry. REMOVAL CLAUSE OF NEW YORK'S NON-PROFIT CORPORATION LAW Sec Removal of Directors (a) Except as limited in paragraph (c), any or all of the directors may be removed for cause by vote of the members, or by vote of the directors provided there is a quorum of not less than a majority present at the meeting of directors at which such action is taken. (b) Except as limited in paragraph (c), if the certificate of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the members. (c) The removal of directors, with or without cause, as provided in paragraphs (a) and (b) is subject to the following: (1) In the case of a corporation having cumulative voting, no director may be removed when the votes cast against his removal would be sufficient to elect him if voted cumulatively at an election at which the same total number of votes were cast and the entire board, or the entire class of directors of which he is a member, were then being elected, and; (2) When by the provisions of the certificate of incorporation or the bylaws the members of any class or group, or the holders of bonds, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class or group, or the holders of such bonds, voting as a class. (d) An action to procure a judgment removing a director for cause may be brought by the attorney general or by ten percent of the members whether or not entitled to vote. The court may bar from re-election any director so removed for a period fixed by the court SLA Board of Directors Orientation Manual Page 20 of 58

21 Section III - SLA Policies and Practices Extra Association Relations Policy Indemnification of Officers and Directors Guidelines for Board Liaisons (Currently under review) Leadership Code of Responsibility 2014 SLA Board of Directors Orientation Manual Page 21 of 58

22 03(89) EXTRA-ASSOCIATION RELATIONS POLICY I. Policy It is the policy of the Special Libraries Association to provide guidance to its members, officers, and staff when involved in making statements regarding Association activities, practices, positions, or concerns. II. Purpose The purpose is to ensure that the Association remains focused on the organization's approved position thus presenting a united front and when such is not available, indicating the individuals who have the authority to speak for the Association. III. Practice/Procedure Purpose of Official and Public Statements Association statements are usually made for one of the following reasons: Increase the awareness of special libraries and the importance of their present and future role. Enhance the public impression of librarianship and widen interests in special librarianship as a career. Cooperate with other professional associations, governmental units and other groups with similar interests. Delineate the position of the Association regarding matters of public significance that affect its membership. Source of Association Statements Statements should emanate from Association officers, Chapter Presidents, Committee Chairs, Caucus Conveners, Division Chairs, Representatives, and members of the Association's staff who may speak or act officially on matters which are within their respective areas of official responsibility and on which they are fully informed. When circumstances require, an official may designate an alternate to exercise this privilege. The alternate should be equally qualified and should hold a related official capacity in the Association. Preparation of Statements When the Association's official position is well-known, especially in writing, it should be quoted to ensure consistency of response. When used as background for local or special situations, a supplementary statement by the official is supplied to clarify the application. Advice of higher Association authorities should be sought when the official position is not known. Without exception, controversial matters should be referred to the Association President and Chief Executive Officer when an official is drafting a statement that will reflect the Association's position. For uniformity, the concise description of SLA's history, structure, publications and programs is ordinarily used in such statements, as it appears in the most recent version of the appropriate Association brochure. Approval of New Association Statements When time permits, statements of the Association's position or policy are referred to the Board of Directors for approval prior to release or use by any unit or representative of the Association. When time does not permit referral to the full Board of Directors, the unit or representative refers a draft to the Chief Executive Officer and the President. If they concur with the draft, the Chief Executive Officer reports their ability to use the statement and distributes information copies to the full Board of Directors and includes the item on the agenda of its next meeting for ratification. If either of them does not concur with the draft as submitted, the President makes the final decision to approve the draft for release, to rework the draft for release, or to decide that no statement may be made at that time. These transactions are also referred to the next full Board of Directors and included on the agenda of its next meeting SLA Board of Directors Orientation Manual Page 22 of 58

23 Professional Activities and Public Events Participation in any professional activities and public events which bring credit to the Association are desirable. Invitations for others to participate in Special Libraries Association activities are equally desirable. In either case, the decision rests with the authority appropriate to commit funds or action. Affiliation, Contracts and Agreements Association affiliation and disaffiliation with a society having objectives allied to those of Special Libraries Association is authorized by the Board of Directors (Bylaws, Article XIV, Section 1). Similarly a Chapter, Division or Caucus may affiliate and disaffiliate with a local or common interest group in accordance with the provisions of its own bylaws which have been approved by Association authority; except that affiliation or disaffiliation with a national or international society must be approved by the Association Board of Directors. Notice of affiliation or disaffiliation is reported to Association Headquarters for information. Any contract, agreement, or obligation entered into by an Association unit which involves liability in excess of USD 5,000 must be reviewed and signed by the Chief Executive Officer or Chief Financial Officer; any which exceeds the unit's available or budgeted funds requires advance approval by the Association's Board of Directors. No official of any unit may sign a contract, agreement, or obligation that does not meet the above requirements. All affiliate and contractual relationships shall be directed towards the best interest of the Association and shall protect its property and identity. IV. Responsibility The Association's President and Chief Executive Officer are responsible for all aspects of SLA's Extra-Association Relations with the assistance and cooperation of the entire membership, elected officials, appointed leaders and staff. Approved: October 27, 1989 Supersedes: June 9, 1973 (paragraph 2 of Affiliation, Contracts and Agreements amended to read USD 5,000 1/95) Indemnification of Officers and Directors Resolution Adopted by SLA Board of Directors, 25 October 1984 RESOLVED, that the Corporation shall indemnify each of its officers and directors whether or not then in office (and his or her executor, administrator, and heir) to the fullest extent permitted by law against expenses and other disbursements in connection with any action or proceeding to which he or she is made or threatened to be made a party because he or she is or was a director or officer of the Corporation. The Corporation may advance expenses in connection with such action or proceeding to thee extent permitted by law. RESOLVED, that the Corporation shall purchase and maintain insurance to indemnify itself and its directors and officers to the extent such insurance coverage is permitted by law. RESOLVED, that the Board of Directors may at any time rescind or limit in whole or in part the actions authorized in the foregoing resolutions SLA Board of Directors Orientation Manual Page 23 of 58

24 14(13) GUIDELINES FOR BOARD LIAISONS I. Practice It is the practice of the Special Libraries Association to provide guidance to each member of the Board of Directors who serves as a Liaison to a committee or unit. Liaisons are appointed by the President of the Board of Directors at the beginning of each Association year, and serve their appointed committees/units throughout that year. II. Purpose The purpose of the Board Liaison is to support transparency and open communication between the SLA Board of Directors and SLA members. The Liaison provides committee/unit leaders and committee/unit members with: 1. a path of direct communication from and to the Board, and 2. an association leader who can offer guidance or appropriate referral for committee/unit matters of interest or concern. Unit leaders may consult their Board Liaison with questions about SLA policies, clarification of Board actions or matters to place before the Board, relations with other units, sources of leadership skills development, best practices for leading a unit, name changes or mergers, general advice and sensitive unit situations, and other matters of interest or concern to the unit. The Liaison s role is supportive and advisory, intended to assist the committees/units in achieving their goals and to assist the elected Chapter and Division Cabinet officers in identifying potential unit concerns. III. Practice/Procedure A. Relationship with Committee Chair or Unit-Designated Representative In practice, each Liaison is expected to stay in communication with the chair or a unit-designated representative of each of his/her assigned Association committees through attendance at meetings or frequent written communications as appropriate; to see that the Board is kept fully informed of the activities of the committees through written or oral reports; to represent each committee to the Board when its chair or designated representative cannot be present; to advise and encourage the committee in productive endeavors; and to evaluate its accomplishments to the Board. B. Relationship with Unit President/Chair or Designated Representative At the start of the Association year, each Liaison contacts his/her assigned unit leaders to explain his/her role and offer availability for discussion and support. 1. Guides unit leaders, if required, to appropriate resources in SLA documentation, committees or staff. 2. Reports regularly to assigned unit leaders regarding Board decisions or Association developments impacting those units, staying in contact with assigned unit leaders throughout the year. Typically, this might involve 1-2 communications after each Board meeting. 3. Facilitates inter-unit collaboration and support by arranging appropriate referrals. Advises and encourages the unit in productive endeavors. 4. Monitors unit activities via unit publications and communications. The Liaison may attend assigned unit board meetings throughout the year, if desired. Liaisons to divisions attend their division business meetings at SLA s annual conference, or arranges for another Board member to substitute, to ensure that a board member is available to answer questions. The Liaison submits a report to the Division Cabinet Chair describing the activities and concerns discussed at each business meeting. 5. Communicates important due dates and upcoming opportunities of importance to unit leadership, such as governance or financial submissions to SLA HQ. C. Relationship with Chapter and Division Cabinet Officers 1. Keeps the appropriate Cabinet officers fully informed of all significant communications with the chair/designated representative SLA Board of Directors Orientation Manual Page 24 of 58

25 2. Relays all unit concerns to the appropriate Cabinet officers for necessary action at Board meetings. 3. Makes recommendations to the appropriate Cabinet officers with regard to the reports of his/her assigned units. IV. Responsibility The President of the Association is responsible for ensuring compliance with this policy with assistance provided by the Chapter and Division Cabinet Officers, each Board Liaison, committee chair, unit leader and staff liaison. Amended: February 2013 Approved: June 1990 Supersedes: June (13) 2014 SLA Board of Directors Orientation Manual Page 25 of 58

26 FOR REFERENCE **Document to sign will be sent separately* Special Libraries Association Leadership Code of Responsibility (Approved by the Board of Directors, June 12, 2003) (Revised by the Board of Directors, March 17, 2006) The role of leaders in the Special Libraries Association is to advance opportunities for members to share in and accomplish the Vision and Mission of the Association. To ensure that outcome, leaders shall respect and adhere to this code that identifies SLA Leadership's responsibility and accountability to the Association and its members. Leadership is defined as the leaders and members of the Board of Directors, Association Committees and Task Forces, as well as the voting members of Chapter and Division Executive and Advisory Boards, and Caucus Conveners. The conduct of leaders shall be marked by integrity, dignity, respect for others, competence, and excellence, thus inspiring these qualities in all members and furthering the mission of the Association. Leaders have the positive obligation to conduct themselves according to this principle. In accepting a leadership position in Special Libraries Association, I am making the following commitments: I understand and support the Association's objectives and policies, have the ability to interpret them to others, and the ability to contribute to the formulation and the evaluation of Association objectives and policies. I understand that the units operate under the direction of the Association, and that the units may not function as a separate entity. I will read and understand the policies, guidelines, reporting requirements, and training materials relative to my leadership position. I will treat fellow officers and members with honesty, respect and fairness, consistently recognizing and giving equal time to dissenting opinions. I will be knowledgeable of the issues before my unit and before the Association by reviewing all communications distributed to me and engage in clear and accurate communication in the exchange of ideas among other leaders, members and other units. I will promote a free exchange of information about the unit's/association's plans through regularly distributed communications media (e.g., bulletins, discussion lists, or updating a Web site). I will do my best to attend and be prepared for all board, business and leadership meetings appropriate to my position. I understand that I will not pursue private interests at the expense of my unit or the Association, and I will recuse myself from any discussion and votes where I have, or reasonably appear to have, a conflict of interest. I shall avoid any conflict between my personal, professional, or business interests and the interests of SLA, in any and all actions taken by me on SLA's behalf. I agree that I shall not engage in private discussion of, or otherwise disclose to third-parties, information regarding SLA matters (except when engaged in the conduct of the proper business of the Association). All information that is not a matter of public record, or not otherwise authorized by the appropriate authority (i.e. the Board, the Association President, the Chief Executive Officer) to be disclosed as public, shall be considered confidential. I agree that the content of SLA business, including documents, reports, records, data, minutes or analysis of such materials performed by SLA, should not be discussed or shared outside of official meetings and processes. This includes information regarding data and technical information, contracts and agreements entered into by the Association, policies and processes of the Association, and financial information and business records of the Association SLA Board of Directors Orientation Manual Page 26 of 58

27 I agree that materials produced by me for the purpose of fulfilling my duties as an SLA volunteer leader will remain the sole property of SLA. Materials may be shared upon written permission from SLA's Chief Administrative Officer. I agree to abide by the Association's records retention schedule located at I will comply with all policies and reporting requirements of the Association, as required in the Association's bylaws. I will facilitate organizing and holding regular meetings of members and other information professionals for the purposes of professional development and networking. I will promote mentoring and the recruitment of new members. I will make every effort to ensure leader succession planning and recognition by assisting the relevant committees in identifying and evaluating members for leadership positions and awards. I agree to accept the fiduciary responsibilities inherent in the office to which I have been elected or appointed. I agree to actively serve in the position to which I have been appointed or elected and will devote the time necessary to fulfill the responsibilities of my position. I will notify my unit/association board if I am unable to fulfill my duties for more than 45 days and will step aside from my responsibility if I cannot fulfill my duties for a period of greater than 60 days. I understand that the unit board may contact the appropriate Association official for additional guidance in this matter. I have read this document, have received and read the documents referred to within the code, understand the commitments required of me, and will adhere to this code of responsibility. I understand that failure to meet any of these commitments may bring into question my willingness and ability to serve in this position SLA Board of Directors Orientation Manual Page 27 of 58

28 Section III - Financial, Legal and Organizational Structures Program and Financial Planning Timeline Summary of Key Financial Activities Summary of Reports Consolidation of Funds SLA Legal and Tax Primer Inspection of Records Association Reserve Fund Antitrust Laws Bartering 2014 SLA Board of Directors Orientation Manual Page 28 of 58

29 Program and Financial Planning January/February October December Annual program budget approved by the Board of Directors. Association Goals and Objectives approved by the Board of Directors Operations budget for next year approved by the Board of Directors. Summary of Key Financial Activities Board Expense Reimbursement Allotments Audit Report & Management Letter Budget Finance Committee Fiscal Year Disbursed days from date of receipt Distributed as soon as possible after receipt of the unit's required reporting documents and after audit completed. Field work completed in March-May as scheduled Drafts to Finance Committee in May, if possible Finals to Board in June, if possible Staff works on drafts in August and September Finance Committee reviews in November/December Board approves operations budget in December Board approves final program budget in January/February Holds meetings via teleconference throughout the year 1 January - 31 December Summary of Reports Audit Report and Management Letter: A financial audit is performed each year, as required by law. The resulting report to the Board includes the audited financial statements and management letter. The financial statements are presented on a consolidated basis in compliance with the Financial Accounting Standards Board and the US Internal Revenue Service. The management letter highlights suggestions for operational efficiency and/or compliance. The associations IRS Form 990 is submitted to the Board of Directors prior to filing. Consolidation of Funds (01/06) By approval of the Board of Directors, the Coplen, Bender, Research, Scholarship, and Special Programs/Endowment funds were consolidated for investment purposes. The consolidation was made with the goal of improving the overall efficiency of the assets and incorporating a tactical asset allocation methodology to the management of these funds. The monies in each fund will continue to be tracked and awarded individually. Coplen Fund: The Coplen Fund serves as a source of revenue for the Ron Coplen Leadership Address at the Winter Education Conference or other appropriate meeting. The interest on principal earnings only shall be expended. David R. Bender Fund: The David Bender Fund for International Development was initiated in June 2000 not only to honor David Bender on the occasion of his retirement as Executive Director of SLA after 22 years of service, but also to create an endowment fund that will grow over the years and support our expanding international agenda, including fellowships, conferences, and membership benefits such as foreign language pages on the web site SLA Board of Directors Orientation Manual Page 29 of 58

30 Steven I. Golspiel Memorial Research Fund: The Research Fund serves to support the projects which address the goals as identified in the Association's Research Program, as approved by the Board of Directors. A USD 10,000 transfer is made annually to the Research Fund. Scholarship Fund: The Scholarship Fund serves to support annual scholarship awards to candidates who qualify for accredited library schools. Total awards of five scholarships per year at USD 6,000 each are issued. Scholarships are paid from earnings on principal. SLA Endowment Fund: The SLA Endowment Fund serves to provide programs and services which will further the scientific, literary, and educational purposes for which SLA is organized and operated. Such programs and services include publications, research projects, study grants, continuing education programs, public awareness activities, special studies, and information dissemination activities. Grants are made from 90% of principal earnings. Other changes included: Transfer of the Building Fund assets to the Computer Fund and the Long Term Reserve Fund. Change the Special Savings Fund to become a Short Term Reserve Fund within the Reserve Fund SLA Board of Directors Orientation Manual Page 30 of 58

31 SLA Legal and Tax Primer 1984 Special Libraries Association 12 June 1984 Updated July 1997 This Legal and Tax Primer is intended only as a reference and guide to commonly asked questions about the activities of Special Libraries Association, its Divisions, Chapters and Committees, that could result in tax or legal matters. It is not intended to be used as a legal source book and is not a legal opinion. Legal counsel should always be sought in matters of specific consequence. Laws, rulings and legal statements are based upon U.S. Regulations and, therefore, may or may not be applicable to SLA's Canadian and other international Chapters. However, this does not exempt those Chapters from adhering to the spirit of the law and procedures established. The Organization of SLA and Its Basic Purposes Special Libraries Association, Inc. is a not-for-profit corporation, incorporated pursuant to the Not-For- Profit Corporation Law of the State of New York. During its early years, SLA existed as an unincorporated association. SLA was first incorporated in Rhode Island on April 13, 1928 and then reincorporated in New York on September 25, The basic purposes of SLA as stated in its Certificate of Incorporation and Bylaws are: 1 (a)to provide an association of individuals and organizations having a professional, scientific, or technical interest in library and information science, especially as these are applied in the recording, retrieval and dissemination of knowledge and information in areas such as the physical, biological, technical and social sciences and the humanities 1 (b)to promote and improve the communication, dissemination and use of such information and knowledge for the benefit of libraries or other educational organizations, and no part of the property, assets, profits or net income shall inure to the benefit of any director, officer, or member or to be benefit of any private shareholder or individual within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954 as amended. Members, Chapters, and Divisions Membership eligibility is governed by the membership provisions of Article IV of the SLA Bylaws. The Chapters and Divisions of SLA exist only as a part of the single corporate entity, Special Libraries Association, Inc. There is no separate incorporation of SLA Chapters and Divisions. SLA, its members, and Chapters and Divisions can be roughly analogized to a for-profit corporation, its shareholders and branch offices. Numerous non-for-profit corporations are organized in this way. Chapters and Divisions of SLA are organized pursuant to Articles X and XI of the Bylaws. Chapters and Divisions are funded by allotments from the SLA annual dues. Association Meetings SLA meetings, including Chapter, Division and the Association's meetings, may be attended by any interested party regardless of membership standing. This open attendance policy does not, however, require members to subsidize attendance by non-members. Chapters and Divisions may charge a reasonable registration fee to help defray the costs of the meeting. Non-members are permitted to attend Association meetings of SLA. The registration fee charged such non-members is higher than that charged members. SLA's open attendance policy does not mean that non-members can participate in SLA in the same manner as members. Examples include the fact that non-members may not vote and may not hold Association office SLA Board of Directors Orientation Manual Page 31 of 58

32 The Board of Directors of SLA and Chapter and Divisions Cabinets are not required to open their sessions to non-members of these bodies although, at their discretion, they may do so. All meetings, whether open to interested parties or restricted in attendance, should have a written agenda. Chapter and Division officers should ensure that the summary minutes are prepared of all meetings and that such minutes are accurate. Tax Status-Federal In 1972, the Unites States Internal Revenue Service ruled that SLA is an organization meeting the requirements of Section 501(c)(3) of the Internal Revenue Code. As a Section 501(c)(3) organization, SLA must: Be organized exclusively for charitable, scientific or educational purposes. Be operated exclusively for those purposes. Have no part of the net earnings inure to the benefit of any private individual. Refrain from any substantial lobbying activities. Refrain from participating in political campaign activities. Corporate gifts and life time gifts by individuals to a Section 501(c)(3) organization are, with certain limitations, deductible to the donor for purposes of the U.S. federal income tax. Testamentary bequests are, again with certain limitations, deductible for purposes of the U.S. federal estate tax. There are other advantages. A Section 501(c)(3) organization may qualify for privileged postal rates for mailings relating to the organization's own affairs. In some states, a Section 501(c)(3) organization is exempt from sales tax. As a general rule, the income of SLA which is related to its tax-exempt purposes is tax-exempt. For example, members' dues, interest earned by bank accounts, and income resulting from the sale of SLA publications is tax-exempt. Income from a trade or business which is not substantially related to SLA's tax-exempt purposes is taxed. For example, income generated from the sale or rental of mailing lists (except for exchanging with or renting to another organization exempt under Sections 501(c)(3) or (c)(2) and advertising income is taxed. Although most of SLA's income is tax-exempt, SLA normally does have unrelated income which is taxable. As a result, SLA annually files two returns with the Internal Revenue Service: Form 990 related to the non-taxable income and Form 990T relating to the taxable income. To enable SLA to properly prepare these returns, each Chapter and Division must annually furnish certain information including all income generated during the year and expenses incurred in producing the income. New or major changes in programs and services provided by SLA must be reported in Form 990. Accordingly, any Chapter or Division which engages in a previously unreported activity must so inform the Chief Financial Officer by the deadlines communicated annually. SLA considers being recognized as a Section 501(c)(3) organization a valuable privilege. It is the policy of SLA to follow the provisions of the Internal Revenue Code and Regulations regarding the operation of a Section 501(c)(3) organization and not to engage in activities which might jeopardize that status. All questions regarding the Association's tax-exempt status should be referred to the Chief Financial Officer. Tax Status-State and Provincial Each of the fifty states and Canadian provinces has its own tax law and regulations and, accordingly, any question concerning state and provincial taxation must be addressed by the law of the state or province involved SLA Board of Directors Orientation Manual Page 32 of 58

33 As a general rule, an organization which is exempt from U.S. federal income tax under Section 501(c)(3) is also exempt from state income taxes. In addition, in some states, local sales and use tax exemptions are available to Section 501(c)(3) organizations. Since SLA is not incorporated in Canada, it cannot apply for tax-exemption from Canadian provinces. Because it is SLA, and not the individual Chapters and Divisions, which is responsible for compliance with state tax laws, responsibility for dealing with state tax authorities is that of the Chief Financial Officer. It is not desirable that individual members or Chapter or Division officers deal directly with state tax authorities as this could result in inaccurate or incomplete information being conveyed to the authorities and, as a practical matter, increase the amount of work necessary to deal with the question. Any question concerning state taxation of SLA units should be directed to the Chief Financial Officer. Over the years, SLA, working with legal counsel, has conducted extensive research and made numerous inquiries regarding the availability of sales and use tax exemptions for SLA Chapters. As indicated above, the rules vary from state to state. Some states grant no exemption to any organization; some states grant exemptions only to particular types of charitable organizations such as religious organizations; and, in a few states, an exemption is available to an organization such as SLA. A consideration to be kept in mind is that the paper work costs associated with obtaining and maintaining a sales tax exemption may equal or exceed the limited savings which may be realized by a sales tax exemption. Again, if there are questions as to whether a sales tax exemption is available in a particular state, inquiries should be directed to the Chief Financial Officer. Political and Legislative Action A Section 501(c)(3) organization may not participate directly or indirectly, in any campaign for any public office - federal, state or local. Thus, SLA may not endorse any candidates, make any contributions to a candidate or have its members work in any candidate's campaign as representatives of SLA. This requirement also prevents SLA from having a Political Action Committee. A Section 501(c)(3) organization may, to a limited extent, attempt to influence legislation. The specific language of the statute is that "no substantial part of the activities" of the organization may consist of "carrying on propaganda, or otherwise attempting to influence legislation." Examples of attempts to influence legislation include attempts to influence the general public to vote in a particular way, often called "grass roots" lobbying, and direct lobbying by communicating with a member or employee of a legislative body. Also included would be any effort by SLA to encourage its members to lobby. The following would ordinarily not be considered activities endeavoring to influence legislation: making available the results of nonpartisan analysis or research; appearance before a legislative committee at the request of that committee; and communications between SLA and its members regarding legislation of interest to members as long as the communication does not encourage the members to endeavor to influence the same. As indicated above, a Section 501(c)(3) organization is not absolutely prohibited from endeavoring to influence legislation--the requirement is that such activities may not become a "substantial part" of the association's activities. The U.S. Internal Revenue Code does not define what is meant by "substantial". The policy of SLA is that no more that 5% of its aggregate activities (not its income or expenditures) may be of such character. Because SLA is so large and so geographically diverse, it is not feasible for each member, Chapter and Division to independently determine when efforts to influence legislation are to be undertaken. In January of 1980, the Board of Directors approved a government relations policy statement and instructed the Chief Executive Officer to establish and conduct a government information program to carry out the statement. The Board provided that only the Chief Executive Officer and the President are authorized to speak on behalf of the Association. Other members who wish to speak for the Association must first obtain the approval of the Chief Executive Officer and the President SLA Board of Directors Orientation Manual Page 33 of 58

34 By thus limiting the initiation of these efforts to the Chief Executive Officer and President, the Association can ensure that its efforts to influence legislation are coordinated and in compliance with Section 501(c)(3) limitations on attempts to influence legislation. None of the foregoing affects the right of any member acting as an individual and not as a member of SLA, to engage in whatever political or legislative activity he or she may consider appropriate. Member Liability One of the characteristics of a corporation is limited liability, that is, the members of the corporation are not personally liable for the debts, liabilities or obligations of the corporation. Since SLA is a corporation with its principal place of business in the Commonwealth of Virginia, but incorporated in New York, liability will frequently be governed by Virginia law. Where New York Not-For-Profit Corporation Law Section 517(a) specifically states that "the members of a corporation shall not be personally liable for the debts, liabilities or obligations of the corporations", there is no corresponding Virginia statute. Instead, as a general rule the Virginia courts recognize that the acts and obligations of a corporation will not be recognized as those of a particular individual. As a general rule, directors and officers of SLA will incur no personal liability as a result of their carrying out their duties as long as they do so in good faith and with ordinary diligence, care and skill. Section 717(a) of the New York Not-For-Profit Corporation Law states, in part: "(a) Directors and officers shall discharge the duties of their respective positions in good faith and with that degree of diligence, care and skill which ordinarily prudent men would exercise under similar circumstances in like positions." There is no Virginia statute analogous to the New York statute, however, under the principles of general Virginia corporate law, officers and directors owe a fiduciary duty to the corporation which requires them to act in good faith in managing the affairs of the corporation. Under certain circumstances, a director or officer can incur personal liability. For example, a director or officer can be personally liable for gross negligence or for defrauding the association. Under Section 719 of the New York Not-For-Profit Corporation Law, a director who votes for certain actions can be personally liable --for example, voting to distribute the Association's properties to members other than as permitted by law; and, voting to make a loan to a director or officer. The law permits an action to be brought against a director or officer to compel an accounting for the mismanagement, loss or waste of corporate assets. Virginia common law recognizes the principle that under certain circumstances a director or officer can incur personal liability. Association Liability SLA is legally responsible for its contracts and can sue and be sued in the same manner as any corporation whether for-profit or not-for-profit. A normal business contract made by the President or Chief Executive Officer of SLA will be binding on SLA. Because SLA is a single corporate entity, obligations of the Chapters and Divisions are obligations of SLA. Accordingly, a normal business contract made by a Chapter or Division chairperson will also be binding on SLA and not just on the individual Chapter or Division. Most contracts made by Chapter and Division chairpersons involve routine matters such as meeting arrangements and the amounts involved are relatively small. There have been occasions in the past, however, when Chapters and Divisions, have entered into contracts involving significant sums of money SLA Board of Directors Orientation Manual Page 34 of 58

35 The "Extra-Association Relations Policy" which was adopted by the Board of Directors on June 9, 1973 addresses this situation. It states: "An agreement, contract, or obligation entered into by an association unit requires advance approval by the association board of directors if liability exceeds the unit's available or budgeted funds." In addition to the foregoing, it is the policy of the Association that Association unit contracts in excess of USD 5,000 must be reviewed and signed by the Chief Executive Officer or Chief Financial Officer. Any questions regarding contracts and their execution should be referred to the Chief Executive Officer. (See Sections on Members, Chapters and Divisions, and Contracts) SLA may be liable for the negligent or fraudulent acts of its authorized representatives. Therefore, officers, directors, committee chairpersons, and representatives must exercise "ordinary diligence and care" in performing their responsibilities. In addition, SLA could be responsible for an obligation incurred by any member who had "apparent authority" to act for SLA even though policies and guidelines require approval. In Hydro Level Corp. v. American Society of Mechanical Engineers, 635 F. 2d 118 (2nd Cir. 1980), cert. den., 456 U.S. 989 (1991) the American Society of Mechanical Engineers was held liable for the act of two of its members. These members, while acting as volunteer ASME workers, defrauded a third party by deliberately misinterpreting the requirements of one of the ASME codes. The court found ASME liable for the acts of these members because the injured party had no reason to believe the volunteer members' code interpretation was not "regular" and because the volunteers appeared to be acting within the authority given to them by this Society. Any Chapter president or Division chairperson who intends to give authority to a member to act for SLA, should keep the foregoing in mind. Inspection of Records New York State law requires SLA to keep correct and complete books and records of account and minutes of the proceedings of its members, Board and Executive Committee, and list the names and addresses of all members and their class or classes of membership. Although the law permits SLA to impose restrictions on the availability of such information, it is the policy of SLA to make the same generally available to its members. Thus, SLA publishes the names and address of all members in the online membership directory. The minutes of the meetings of the Board of Directors and the annual Business Meeting are available for inspection by members with certain exceptions which are determined by the Board of Directors. An example of an exception may be the minutes of Board meetings in Executive Session. Association Reserve Fund Every association needs the economic security of a reserve fund. Unforeseen demands or loss of income may necessitate the use of funds which are not currently available in the budget. The purpose of a reserve is financial stability -- to support the association through an emergency situation. Accordingly, the reserves maintained by SLA and by its Chapters and Divisions should not be used to finance day-today operations or activities. There is no tax on accumulated earnings of a Section 501(c)(3) organization and accordingly, such reserves and any income generated by the same are tax-exempt SLA Board of Directors Orientation Manual Page 35 of 58

36 Antitrust Laws In recent years, the U.S. antitrust laws have been the basis for actions against certain trade associations and professional associations whose activities allegedly restrained competition. The decisions of the United States Supreme Court which struck down ethical codes of Bar Associations which prohibited advertising are well known examples. The American Dental Association was subject to a similar suit by the Federal Trade Commission. The American Medical Association has been subjected to an investigation to determine whether it controls the supply of physicians in the United States through accreditation of medical schools and other practices. There are many other examples. The trade and professional associations which have been subject to these actions are typically associations of competitors. Because the members of SLA do not compete with each other, it is unlikely that SLA will be subject to an antitrust action such as is described above. It is worth noting that SLA is essentially an open organization. That is, Association membership is open to any person who has a serious interest in the objectives of the association and there are no restrictions on members of the general public attending SLA meetings. The antitrust actions described above have been based in part on the fact that the particular association imposed restrictions on membership, and thereby restrained competition. Notwithstanding the foregoing, it is conceivable that a particular Chapter or Division may engage in some activity which might be considered to be non-competitive and to violate the antitrust laws. Any member who believes that any such activity is taking place should contact the Chief Executive Officer. We must add that to the best of our knowledge, no governmental or private entity has ever claimed that SLA has to any extent violated the U.S. antitrust laws. Bartering For purposes of the U.S. Internal Revenue Code, a barter transaction is in substance the same as a sales transaction. For example, the exchange of a mailing list for advertising space is the essential equivalent of selling the mailing list for the value of the advertising space. The value of the advertising space is considered to be income to SLA. The comments made in the Tax Status section concerning SLA's tax liability for related business income and unrelated business income will equally apply to value received on bartering transactions. An example of barter which would generate related income would be an exchange of SLA publications for something of value. An example involving unrelated income would be the one above, the exchange of a mailing list for something of value, except when this exchange is with another organization exempt under Section 501(c)(3) or (c)(2). The sporadic and occasional bartering transaction of whatever character arguably does not constitute business income of any kind. In all events, every barter exchange transaction by any Chapter or Division should be reported, in writing, to the Chief Financial Officer SLA Board of Directors Orientation Manual Page 36 of 58

37 Appendix Board of Directors Listing Board of Directors Position Descriptions Staff Listing Accounting Terms 2014 SLA Board of Directors Orientation Manual Page 37 of 58

38 2014 SLA Board of Directors Listing President President-Elect Past President Treasurer, Kate Arnold Macmillan Cancer Support London, United Kingdom Jill Strand Maslon Edelman Borman Brand LLP Minneapolis, MN USA Deb Hunt Mechanics Institute Library San Francisco, CA USA John DiGilio Reed Smith, LLP Chicago, IL USA Chapter Cabinet Chair Chapter Cabinet Chair-Elect Past Chapter Cabinet Chair Division Cabinet Chair Kama Siegel Stoel Rives, LLP Portland, OR USA James King National Institutes of Health Bethesda, MD USA Debbie Schachter Douglas College British Columbia, Canada Tara Murray American Philatelic Research Library Bellefonte, PA Division Cabinet Chair-Elect Past Division Cabinet Chair Director, Director, Juliane Schneider Harvard Medical School Boston, MA USA Ann Koopman Thomas Jefferson University Philadelphia, PA USA Director, Director, Marilyn Bromley Bloomberg BNA Arlington, VA USA Chief Executive Officer Non-Voting Member Hal Kirkwood Purdue University West Lafayette, IN USA Moy McIntosh Cleary Gottlieb Steen Hamilton LLP New York, NY USA Bethan Ruddock Mimas Manchester, United Kingdom Janice R. Lachance SLA Alexandria, VA, USA As contact information is constantly changing, please refer to the SLA Member Directory for up-to-date information SLA Board of Directors Orientation Manual Page 38 of 58

39 Position Description of the Board of Directors Functions As representatives of the membership of the association, the Board of Directors is the primary force working to realize the Association s opportunities for service and the fulfillment of its obligations to the membership, to the association as a single entity, and to the library and information services profession. Responsibilities 1. Planning Approves the association's mission, vision, and values and reviews association management's performance in achieving it. Association management is defined as the President, the Board of Directors, and the Chief Executive Officer. Annually assesses the ever-changing environment in which the association functions and approves the association's strategy in relation to it. Annually reviews and approves the association's plans for funding its strategy. Reviews and approves the association's programs, plans, and directions. 2. Organization Regularly discusses with the Chief Executive Officer matters that are of concern to him/her or to the Board of Directors. Is assured that management continuity is properly provided. Is assured that the status of organizational strength and staffing is equal to the requirements of the SLA Strategic Plan. Approves appropriate compensation and benefit policies and practices. Determines the eligibility of candidates for the nomination of officers and directors as submitted by the Nominating Committee and receives the report of the Nominating Committee for the nomination of officers and directors. Annually reviews the performance of the Board of Directors and takes steps (including recommendations for its composition, organization, and responsibilities) to improve its performance. 3. Operations Reviews the results achieved by management as compared with the association's mission, the association's program plans, and the SLA Strategic Plan as well as in comparison with those of similar organizations. Ascertains that the financial structure of the association is adequate for its current needs and the implementation of the SLA Strategic Plan by approving the association's annual budget. Provides candid and constructive criticism, advice and comments to the President, other members of the Board of Directors, and the Chief Executive Officer. Approves major actions of the association, such as capital expenditures on all projects over authorized limits or major changes in programs and services SLA Board of Directors Orientation Manual Page 39 of 58

40 4. Audit Is assured that the Board of Directors and its committees are adequately and currently informed through reports and other methods of the financial condition of the association. Is assured that published reports properly reflect operating results and the financial condition of the association. Ascertains that management has established appropriate policies to define and identify conflicts of interest throughout the association, and is diligently overseeing the enforcement of those policies. Approves independent auditors. Reviews compliance with relevant material laws affecting the association. 5. Additional Responsibilities for Specific Directors: o o o o o o o o o o President President-elect Secretary Treasurer Chair, Chapter Cabinet Chair-Elect, Chapter Cabinet Past Chair, Chapter Cabinet Chair, Division Cabinet Chair-Elect, Division Cabinet Past Chair, Division Cabinet Position Description of President Functions 1. As Chair of the Board of Directors and Chief elected officer, accepts responsibility for the success or failure of the enterprise. Assumes responsibility for the association's consistent achievement of its mission and financial objectives. 2. Gives direction to the formulation and leadership to the achievement of the association's philosophy, mission, and strategy, and to its objectives and goals. Assures that the association is making consistent and timely progress toward the fulfillment of the SLA Strategic Plan. 3. As Chair of the Board of Directors, assures that the Board of Directors fulfills its responsibilities for the governance of the Special Libraries Association. 4. As a partner with the members of the Board of Directors, optimizes the relationship between the Board and the management of the association. 5. As a partner with the Chief Executive Officer, helps him/her to achieve the mission of the association. Responsibilities Chairs the meetings of the Board of Directors. Sees that the Board functions effectively, interacts with management optimally, and fulfills all of its duties. As described in the Bylaws of the Association, appoints members and designates the chair of all Standing Committees, Advisory Councils, and Task Forces as needed. Recommends committee chairs with an eye to future succession. Works with the Board of Directors and the Chief Executive Officer in recruiting members of the Board and 2014 SLA Board of Directors Orientation Manual Page 40 of 58

41 other talent for whatever volunteer assignments are needed. Gets the best thinking and involvement of each Board member, stimulating each one to give his/her best. Reflects any serious concerns the Chief Executive Officer has in regard to the role of the Board of Directors or individual Board members. Reflects to the Chief Executive Officer the concerns of the Board of Directors and other constituencies. Presents to the Board of Directors an evaluation of the pace, direction, and organizational strength of the association. Annually focuses the attention of the Board of Directors on matters of organizational governance which relate to its own structure, role, and relationship to the management of the association. The President must be assured that the Board of Directors is satisfied that it has fulfilled its responsibilities. Acts as an additional set of eyes and ears for the association. In coordination with the Chief Executive Officer, serves as an alternate spokesperson for the association. Fulfills such other assignments as the President, the Board of Directors and the Chief Executive Officer agree are appropriate and desirable for the President to perform. Recommends a director of the Board to serve as secretary. The Board shall elect a director to serve as secretary. The Executive Committee for the evaluating year (president, past president, president-elect, treasurer and secretary) is responsible for conducting the evaluation of the Chief Executive Officer, with the evaluating year s president taking the lead. She/He may choose to seek input from the Board of Directors on the performance review of the Chief Executive Officer. Position Description of President-Elect The President-elect is the second-ranking elected officer in the Special Libraries Association and assumes the highest elected position at the conclusion of his or her term. He or she supports the President in fulfilling the goals and objectives of the Board of Directors by providing continuity to established programs and formulating future programs for his or her own presidency. Specific duties Assumes the responsibilities of the President in his or her absence. Attends Board of Directors, Executive Committee, and Business meetings of the association. Accepts responsibilities delegated by the President, such as representing the President at allied organization meetings, and any other duties as appropriate to the presidency. Shares with the President visits to SLA Chapters during his or her term as President-Elect, up to six chapter visits, except in the case of a Chapter anniversary celebration. Serves as a member of the Awards & Honors Committee. Serves as Liaison to the forthcoming Conference Program Committee, which takes place during his or her tenure as President of SLA SLA Board of Directors Orientation Manual Page 41 of 58

42 The Executive Committee for the evaluating year (president, past president, president-elect, treasurer and secretary) is responsible for conducting the evaluation of the Chief Executive Officer, with the evaluating year s president taking the lead. She/He may choose to seek input from the Board of Directors on the performance review of the Chief Executive Officer. Position Description of Past President Responsibilities Serves on Awards & Honors Committee as a member; will be chair of committee the following year. May be asked to conduct orientation for new Board members at January meeting. Supports goals and activities of the President. Provides advice, guidance, and assistance to President -- but only if asked! Similarly, is available to other Board members, committee chairs, and other association leadership and membership to provide information and suggestions as needed. Plays a leadership role on the Board by encouraging cooperation and teamwork. Ideally, should serve as a consensus-builder. Uses experience as previous chair of the Board to help to move Board deliberations along constructive, productive lines. As a member of the Board of Directors, utilizes and shares experience gained as President-Elect and President from chapter visits, other contacts with the membership and the chapter and division leadership, contacts with committees, dealings with association staff, and dealings with other organizations as SLA's elected leader. The Executive Committee for the evaluating year (president, past president, president-elect, treasurer and secretary) is responsible for conducting the evaluation of the Chief Executive Officer, with the evaluating year s president taking the lead. She/He may choose to seek input from the Board of Directors on the performance review of the Chief Executive Officer. Position Description: Director Responsibilities The role of each Director is to serve a three-year term by leading, advising and supporting the activities of the Special Libraries Association. Each Director participates by: Attending all board meetings prepared to further the success of the association and to support the association's mission, vision, values and goals. Monitoring and mentoring standing committees and advisory councils as assigned and on an as needed basis providing advice, encouragement and a voice for the committees to the Board. Responsible for nominating the Nominating Committee members during their third year. Accepting special assignments from the President. Remaining current with the activities of the association by following its communications, issues and interests. Informing the Board and staying proactive in helping position the association support its members. Acting as a role model, change agent and professional exemplar SLA Board of Directors Orientation Manual Page 42 of 58

43 Position Description of Secretary to the Board of Directors Responsibilities Each year the Board elects one director, recommended by the President, to serve as secretary to the Board. Prepares Board conference call and in-person meeting agendas in consultation with the President and Chief Executive Officer. Takes minutes at all Board meetings. Submits written draft of minutes, within five days of meeting, for approval by Board of Directors. Posts agendas and minutes to the Board wiki. The Executive Committee for the evaluating year (president, past president, president-elect, treasurer and secretary) is responsible for conducting the evaluation of the Chief Executive Officer, with the evaluating year s president taking the lead. She/He may choose to seek input from the Board of Directors on the performance review of the Chief Executive Officer. Position Description: Treasurer Serves a three-year term. Functions The Treasurer shall perform the usual duties of the office and those assigned by the Board and, at the Annual Business Meeting, shall report to the members on the financial status of the association. Responsibilities Aside from attending all Board meetings, other duties of the Treasurer are: Acts as the Board's "money conscience." Helps prepare the association's annual budget. Monitors expenditures and income, usually through monthly financial statements. Monitors the association's long-term investments. Stays abreast of association activities and is prepared to offer practical suggestions and advice. Consult with headquarters staff on programs and services (new and old) which impact on the budget; including monthly telephone conversations with the Chief Financial Officer. Chairs Finance Committee. Presents Treasurer's report to the membership at the Annual Business Meeting during annual conference. The Executive Committee for the evaluating year (president, past president, president-elect, treasurer and secretary) is responsible for conducting the evaluation of the Chief Executive Officer, with the evaluating year s president taking the lead. She/He may choose to seek input from the Board of Directors on the performance review of the Chief Executive Officer. Relationships Maintains regular contact with the Chief Financial Officer SLA Board of Directors Orientation Manual Page 43 of 58

44 Position Description: Division Cabinet Chair-Elect Functions The Division Cabinet Chair-Elect serves on the SLA Board of Directors and works closely with the Division Cabinet Chair and the Division Cabinet Past-Chair to provide a focus for Division concerns. The Division Cabinet Chair-Elect is elected by the membership for a three-year term, serving the first year as Division Cabinet Chair-Elect, the second year as Division Cabinet Chair and the third year as Division Cabinet Past- Chair. Responsibilities To serve as a full member of the SLA Board of Directors and to lead, advise, and support the activities of the Special Libraries Association. To attend all Board meetings prepared to further the success of the association and to support the association s mission, vision, values and goals. To serve as secretary at the Division Cabinet meetings and disseminate the minutes to Division leadership. To second motions brought to the Board of Directors by the Division Cabinet Chair. To organize Leadership Orientation and Leadership Summit activities, in conjunction with the Chapter Cabinet Chair-Elect (and other volunteers), for the annual conference and Leadership Summit Meeting. To post information and establish dialogue on Leadership discussion list and other SLA communication channels as needed. In conjunction with Leadership staff, to answer questions, address concerns and generally advise Division officers through phone calls, , fax, and personal contacts at meetings. To work closely with Leadership staff to monitor and assist Division membership throughout the year. To be available to Division leadership. To assist the Division Cabinet Chair as needed with leadership training and support throughout the year, including proactive support for unit reporting. To represent Division concerns to the Board of Directors and the association staff. To work closely with the Division Cabinet Chair in order to be prepared to assume that office. To serve on, monitor and mentor committees as assigned. On an as needed basis provide advice, encouragement and a voice for the committees to the Board. To read all Division bulletins and annual reports. To attend Division open houses at annual conference. To organize all board liaisons for the Division Annual Business Meetings. To personally liaise with at least two Division annual meetings and report back to the Division Chair. To report Division programming and other activities to the Board SLA Board of Directors Orientation Manual Page 44 of 58

45 Position Description: Division Cabinet Chair Responsibilities To serve as a full member of the SLA Board of Directors and to lead, advise, and support the activities of the Special Libraries Association. To attend all Board meetings prepared to further the success of the association and to support the association s mission statement and goals. To serve as Chair of the Division Cabinet meetings. To serve as Chair of all Joint Cabinet Meetings (if held from June through December. To serve as Secretary of all Joint Cabinet meetings (if held) from January through May. To bring the meetings and actions of the Division Cabinet to the Board Directors meetings. To assist the Chapter and Division Chairs-Elect (and other volunteers) with the Leadership Orientation and Leadership Summit activities at the Leadership Summit and annual conference meetings. To work closely with the Chapter Cabinet Chair, other Cabinet officers and Leadership staff to coordinate leadership training and support throughout the year, including proactive support for unit reporting. To post information and establish dialogue on the Leadership discussion list and other SLA communication channels as needed. In conjunction with Leadership staff, to answer questions, address concerns and generally advise Division officers through phone calls, , fax, and personal contacts at meetings. To be available to Division leadership. To read all Division bulletins and annual reports. To represent Division concerns to the Board of Directors and the association staff. To work closely with the Division Cabinet Chair-Elect in order to prepare him or her to assume the office. To serve on, monitor and mentor committees as assigned. On an as needed basis, provide advice, encouragement, and a voice for the committees to the Board. To attend Division open houses at annual conference. To personally liaise with at least two Division annual meetings, gather the reports of other Board proctors, and report back to the Board. To remain current with the activities of the association by following its communications, issues and interests. To act as a role model, change agent and professional exemplar. Position Description: Division Cabinet Past-Chair Functions The role of each past-chair is to mentor and assist the Division Cabinet Chair and Chair-Elect and to lead, advise and support the activities of the Special Libraries Association SLA Board of Directors Orientation Manual Page 45 of 58

46 Responsibilities To attend all board meetings, prepared to further the success of the association and to support the association's mission, vision, values and goals. To monitor and mentor standing committees as assigned and on an as needed basis providing both advice, encouragement, and a voice for the committees to the Board. To accept special assignments designated by the President. To remain current with the activities of the association by following its publications, issues and interests. To inform the Board and stay proactive in helping position the association to support its members. To act as a role model, change agent and professional exemplar. To attend all Division and Joint Cabinet meetings. To assist the Chapter and Division Chairs-Elect and Chairs (and other volunteers) with Leadership Orientation and Leadership Summit activities held at the Leadership Summit and Annual Conference meetings. To post information and establishes dialogue on the Leadership discussion list and other SLA communication channels as needed. In conjunction with leadership staff, to answers questions, addresses concerns and generally advises Division officers through phone calls, , fax, and personal contacts at meetings. To be available to the Division leadership. To assist the Division Cabinet Chair as needed with leadership training and support throughout the year, including proactive support for unit reporting. To represent Division concerns to the Board of Directors and the association staff. To read all Division bulletins and annual reports. To attend Division open houses at annual conference. To nominate the Nominating Committee members during the year when there are no third-year directors. To personally liaise with at least two Division Annual Business Meetings and report back to the Division Cabinet Chair. Position Description: Chapter Cabinet Chair-Elect Functions The Chapter Cabinet Chair-elect serves on the Special Libraries Association Board of Directors and works closely with the Chapter Cabinet Chair and the Chapter Cabinet Past-Chair to provide a focus for Chapter concerns. The Chapter Cabinet Chair-elect is elected by the membership for a three-year term, serving the first year as Chapter Cabinet Chair-Elect, the second year as Chapter Cabinet Chair and the third year as Chapter Cabinet Past-Chair. Responsibilities To serve as a full member of the SLA Board of Directors and to lead, advise, and support the activities of the Special Libraries Association SLA Board of Directors Orientation Manual Page 46 of 58

47 To attend all Board meetings, prepared to further the success of the association and to support the association s mission, vision, values, and goals. To serve a Secretary at the Chapter Cabinet meetings and disseminate the minutes to Chapter leadership. To second motions brought to the Board of Directors by the Chapter Cabinet Chair. To organize Leadership Orientation and Leadership Summit activities, in conjunction with the Division Cabinet Chair-Elect and volunteers, for the annual conference and January Meeting. To post information and establish dialogue on Leadership discussion list and other SLA communication channels as needed. In conjunction with Leadership staff, to answer questions, address concerns, and generally advise Chapter officers, mostly through telephone calls, , fax, or Chapter visits when possible. To be available to the Chapter leadership. To work closely with Leadership staff to monitor and assist Chapter leaders throughout the year. To assist the Chapter Cabinet Chair as needed with leadership training and support throughout the year, including proactive support for unit reporting. To represent Chapter concerns to the Board of Directors and the association headquarters staff. To work closely with the Chapter Cabinet Chair in order to be prepared to assume that office. To serve on, monitor, and mentor Standing Committees as assigned and on an as-needed basis provide advice, encouragement and a voice for the committees to the Board. To attend Chapter functions at Annual Conference. To assist in reporting Chapter activities to the Board of Directors. To remain current with the activities of the association by following its publications, issues and interests. To inform the Board and stay proactive in helping position the association to support its members. To act as a role model, change agent and professional exemplar. Position Description: Chapter Cabinet Chair Functions Chapter Cabinet Chair serves on the SLA Board of Directors and serves as the focus for Chapter concerns and to lead, advise, and support the activities of the Special Libraries Association. Responsibilities To serve as a full member on the SLA Board of Directors, to serve as the focus for Chapter concerns and to lead, advise, and support the activities of the Special Libraries Association. To attend all Board meetings, prepared to further the success of the association and to support the association s mission, vision, values and goals. To serve as Chair of the Chapter Cabinet meetings. To serve as Chair of all Joint Cabinet meetings (if held). from January through May. To serve as secretary of all Joint Cabinet meetings (if held) from June through December SLA Board of Directors Orientation Manual Page 47 of 58

48 To summarize Chapter activities and bring the actions of the Chapter Cabinet to the Board of Directors meetings. To assist the Chapter and Division Chairs-Elect (and other volunteers) with Leadership Orientation and Leadership Summit activities held at the Leadership Summit and Annual Conference meetings. To post information and establish dialogue on the Leadership discussion list and other SLA communication channels as needed. In conjunction with Leadership staff, to answer questions, address concerns, and generally advise Chapter officers, mostly through telephone calls, , or fax. To be available to the Chapters leadership. To work closely with the Division Cabinet Chair, other Cabinet officers and Leadership staff to coordinate leadership training and support throughout the year, including proactive support for unit reporting. To represent Chapter concerns to the Board. To work closely with the Chapter Cabinet Chair-Elect. To serve on, monitor and mentor standing committees as assigned and on an as needed basis providing advice, encouragement and a voice for the committees to the Board. To read all Chapter newsletters and annual reports. To attend as many Chapter functions as possible during Annual Conference. To remain current with the activities of the association by following its publications, issues and interests. To inform the Board and stay proactive in helping position the association to support its members. To act as a role model, change agent and professional exemplar. Position Description: Chapter Cabinet Past-Chair Functions The role of each past-chair is to mentor and assist the Chapter Cabinet Chair and Chair-Elect and to lead, advise, and support the activities of the Special Libraries Association. Responsibilities To attend all board meetings, prepared to further the success of the association and to support the association's mission, vision, values and goals. To monitor and mentoring standing committees as assigned and on an as needed basis provide advice, encouragement and a voice for the committees to the Board. To accept special assignments designated by the President. To remain current with the activities of the association by following its publications, issues and interests. To inform the Board and staying proactive in helping position the association to support its members. To act as a role model, change agent and professional exemplar. To attend all Chapter and Joint Cabinet meetings SLA Board of Directors Orientation Manual Page 48 of 58

49 To assist the Chapter and Division Chairs-Elect and Chairs (and other volunteers) with Leadership Orientation and Leadership Summit activities held at the Leadership Summit and annual conference meetings. To post information and establish dialogue on the Leadership discussion list and other SLA communication channels as needed. In conjunction with Leadership staff, to answer questions, address concerns and generally advise Chapter officers through phone calls, , fax, and personal contacts at meetings. To be available to the Chapter leadership. To assist the Chapter Cabinet Chair as needed with leadership training and support throughout the year, including proactive support for unit reporting. To represent Chapter concerns to the Board of Directors and the association staff. To read all Chapter Newsletters and annual reports. To attend as many Chapter functions as possible during Annual Conference To nominate the Nominating Committee members during the year when there are no third-year directors SLA Board of Directors Orientation Manual Page 49 of 58

50 Staff Listing Executive Office Janice R. Lachance Chief Executive Officer Linda Broussard Chief Financial Officer Doug Newcomb Deputy Chief Executive Officer Natasha Kenner Director, Executive Office Relations Business Development John Walsh Director, Business Development and PR Communications, Marketing and Events Jeff Leach Director, Marketing and Exhibits John Walsh Director, Business Development and PR Caroline Rives Director, Events Jarell D. Grady Marketing/Events Associate Stuart Hales Senior Writer/Editor Finance Linda Broussard Chief Financial Officer Information Outlook Stuart Hales Senior Writer/Editor Professional Development/Click University and Information Center Carolyn Sosnowski Director, Education and Information Services Leadership Services Linda Broussard Chief Financial Officer Member Services Paula Diaz Director, Membership Technology Quan O. Logan Chief Technology Officer SLA Board of Directors Orientation Manual Page 50 of 58

51 Accounting Terms Accounts Payable - Money owed to regular business creditors. Accounts Receivable - Amounts owed the Association by its customers and others. Accrual Accounting - A method of accounting that records both income and expenses during the period they are earned or incurred whether or not there has been actual cash received or actual cash paid out. Accrued Expenses Payable - Unpaid amounts of wages, insurance premiums, pensions, fees to attorneys, interest on funds borrowed, etc. Audit - An independent process of reviewing, verifying and examining financial records for the purpose of expressing an opinion on the financial statements. Balance Sheet - A financial statement reporting all of SLA's assets, liabilities and fund balance as of a specific date. Capital Expenditure - A purchase of equipment or property over USD 5,000. Cash - In the till, on deposit in the bank. Current Assets - That which may readily be turned into cash (cash, accounts receivable, inventory, prepaid expenses). Deferred Revenues - Cash disbursed in payment of goods or services not yet received. Also called prepaid expense. Depreciation - A non-cash expense item related to the wearing out of equipment and property over its assigned useful life. This life varies depending on what the item is. For example, a computer, with an estimated life of 5 years, purchased for USD 5,000, will be expensed USD 1,000/year for each of those five years. This practice distributes the expense over the useful life of the item instead of the expense being incurred in the period of purchase. Direct Charge - Expenses that can be specifically related to an activity and/or unit. Expense - The term for financial transaction resulting in a decrease in assets (e.g. - cash) or an increase in liabilities (e.g. -accrued expense) with a corresponding decrease in the Association's net worth. An expense results from the purchase of goods or services. Fixed Assets - That which is not intended for sale, and is used over and over again, such as furniture, equipment, land and building. Fund Accounting - A method of accounting that ensures the observance of limitations and restriction placed on use of the financial resources. This is the procedure by which resources for various purposes are classified for accounting and reporting purposes into funds established according to their nature and purpose. Fund Balance (or Net Assets) - The net worth of the Association; also broken out to show each fund's share of the net worth of SLA. The fund balance represents the difference between the assets and liabilities. It should be understood that the fund balances shown on our financial reports are not necessarily cash. General Fund - SLA's category of funds devoted to general operations of the Association. Inventory - There are two types of inventories: a) physical - this is the actual amount of goods (publications, posters, etc.) on hand, and b) the inventory as maintained on continuous records that show the balance on hand and how it has been affected by the receipt and issue of the inventoried items. These records are periodically adjusted to agree with the physical count. Inventories are translated into dollar amounts that appear as assets on the balance sheet. As the inventoried items are used up, the inventory account is reduced and costs are recorded for the period SLA Board of Directors Orientation Manual Page 51 of 58

52 Long Term Liabilities - Debts due after one year from date of the report. Marketable Securities - Investment of excess cash in securities that may be sold quickly when cash is needed. Notes Payable - Money owed to a bank. Operating Profit - The remainder after deducting expenses from income, but before interest charges and taxes. Overhead - An accounting term used to denote expenses that cannot, by their nature, be specifically related to an activity. Also called indirect expenses or costs. Pooled Fund - A category of funds devoted to maintaining the financial activities of SLA divisions and chapters. Prepaid Expense - Cash disbursed in payment of goods or services not yet received. Also called deferred expense. Revenues - Income produced for the sale of goods, rendering of services, or their earning activities of an organization (dues, sales of services, ticket sales, fees, interest, dividends, rent, etc.). Transfer - The movement of income/expenses from one fund to another usually as a result of an activity or service performed by one for the other SLA Board of Directors Orientation Manual Page 52 of 58

53 Global Headquarters 331 South Patrick Street Alexandria, VA USA Fax: SLA Board of Directors - Robert s Rules of Order Lite What Is Parliamentary Procedure? It is a set of rules for conduct at meetings that allows everyone to be heard and to make decisions without confusion. Why is Parliamentary Procedure Important? Because it's a time tested method of conducting business at meetings and public gatherings. It can be adapted to fit the needs of any organization. Today, Robert's Rules of Order newly revised is the basic handbook of operation for most associations, clubs, organizations and other groups. So it's important that everyone know these basic rules. Robert's Rules provides for constructive and democratic meetings, to help, not hinder, the business of the assembly. Under no circumstances should "undue strictness" be allowed to intimidate members or limit full participation. The fundamental right of deliberative assemblies require all questions to be thoroughly discussed before taking action. Silence means consent. Organizations using parliamentary procedure usually follow a fixed order of business. SLA meeting agenda s include: 1. Call to order. 2. Roll call of members present. 3. Reading of minutes of last meeting. 4. Officers reports. 5. Committee reports. 6. Special orders --- Important business previously designated for consideration at this meeting. 7. Unfinished business. 8. New business. 9. Announcements. 10. Adjournment. The method used by members to express themselves is in the form of moving motions. A motion is a proposal that the entire membership take action or a stand on an issue. Individual members can: 1. Call to order. 2. Second motions. 3. Debate motions. 4. Vote on motions SLA Board of Directors Orientation Manual Page 53 of 58