Corporate Housing Providers Association Volunteer Leader Responsibilities CHPA is governed by 3 groups, the Board of Directors, an elected and appointed group from the membership; an Executive Committee (EC), a group of Board members who are elected by the Board to serve in specific leadership roles; and, the CEO, a full time staff member of the association. The Executive Committee can act with the full authority of the Board of Directors. The Chairman of the Association shall also serve as the Chairman of the Board of Directors. Board of Directors Position Type Term Vote Past Chairman EC/Board 1 year Automatic Yes Chairman EC/Board 1 year Elected by Board Yes Vice Chairman EC/Board 1 year Elected by Board Yes Secretary/Treasurer EC/Board 1 year Elected by Board Yes 4 Providers w/greatest Board Indefinite; validated Appointed by Company Yes annual unit count every 3 years Associate Provider Board 2 years Elected by Membership Yes CEO EC/Board Indefinite Staff No CHPA Board of Directors Composition (per the CHPA bylaws): The CHPA board currently has 12 directors and shall be comprised of no less than ten members. 4 Providers w/greatest annual unit count Associate Providers Past Chairman CEO 4 Board members are representatives of the 4 member companies with the greatest unit count. Member companies with the greatest annual unit count will be validated through a process identified by the Board of Directors. Validation will occur every three years. Additional directors may be affiliated with, but not employed by, one of these companies. 1 shall be an associate member representative with the right to vote. 6 members, the majority of the Board directors, shall be elected by a vote of the active membership. Independent providers must be the majority of Board members, having at least one more representative than the four providers with the greatest annual unit count. 1 member of the Board of Directors shall be the immediate Past Chairman, even if that person s term as a director has otherwise expired. The immediate Past Chairman remains on the Board of Directors until the end of the term of the succeeding Chairman. Is a non-voting Board member and is a paid CHPA position. Board Member Criteria & Responsibilities Members of the CHPA Board of Directors make the policies for the Chapter and monitor the execution of those policies. The Board determines the organization s present and future direction including: general and specific policies, long-range planning, management and augmentation of finances, personnel policy, and working relationship with the headquarters staff. Term March 1 February 28 is one year. The terms of the Directors shall be three (3) years for active members and two (2) years for the associate member Board representative. Terms are staggered so one-third (1/3) is elected or appointed each year, with the associate member Board representative elected every other year. Directors elected by the active membership may not serve more than two (2) consecutive three (3) year terms. The associate member representative may not serve consecutive two (2) year terms. There is no limit on the number of consecutive three (3) year terms directors appointed by the four (4) active members with the greatest monthly average leased unit count, calculated on an annual basis may serve, as long as these positions are validated regularly. Qualifications Be a CHPA member for at least two (2) years. Have actively participated on at least one (1) committee. Have attended at least one (1) annual conference.
Hold a senior management position, unless otherwise approved by the Nominating Committee. All directors shall be members in good standing of the Association and shall maintain such membership at all times during their terms in office. General Uphold the Code of Ethics of the Corporate Housing Providers Association Take on a leadership role within the association Assist the membership committee in making members feel welcome and a part of the association Responsible for the association s activities Responsible for Association s fiscal integrity. Responsible for the future growth and development of the Association. Responsible for promoting an understanding of the corporate housing industry Have the ability to financially commit their company to supporting new CHPA initiatives up to $1,500 Take pride in the Industry Directors shall serve without compensation Strategy Are responsible for the future growth and development of the association Meetings Attend all meetings of the board and dedicate approximately four hours per month to CHPA activities. Legal All volunteers and staff of the Association have fiduciary duties and responsibilities to the Association. To ensure that all individuals in leadership positions within the Association are aware of these duties and responsibilities, each volunteer leader receives, reviews and signs an annual Conflict of Interest policy and volunteer undertaking. See COI policy for specific details. Financials Review monthly financial statements as part of monthly meeting materials. Committees Serve as Board Liaison representatives between at least one committee/task force and the Board. The incoming CHPA Chairman contacts each board member to discuss their interests regarding board liaison roles. Board liaison assignments are determined at the beginning of each term year. Board liaisons may serve more than one term. Attending all meetings of committee/task force. Advising on Board decisions and discussions. Bringing forward requests to the Board for discussion and decision. Review and/or approves recommendations from committees/task forces/staff and Executive Committee. Facilitate communication between the Board of Directors and the committee, attending the committee meetings to which they have been assigned to stay informed of initiatives. Communicate Board decisions to the committee, with rationale of the board s perspective. Convey requests for action, proposed policies and their rationale, and other committee-initiated matters to the Board of Directors. Clarify the committee s role within the organization and how its work supports the strategic initiatives of CHPA. Serves as an informed resource person to the committee and its chair. Work with the chair and CHPA staff to ensure the committee s work is consistent with the Board's priorities, goals, and objectives of CHPA. Policies Approves any and all new or altered policies for the organizations. All current policies and procedures are kept online on the CHPA website, in the secure Board-only section of the website. These same documents reside on the CHPA server and are backed up regularly. Initiatives Discuss potential initiatives, programs and/or change in approach
Leadership Meetings Most Executive Committee and Board meetings are held via teleconference for approximately 90 minutes. The Board receives an annual meeting schedule at the beginning of their term. Additional or special meetings may be called, with advance notice to participants. There are two in-person Board meetings: February or March, on the opening day of the Annual Conference and in September or October, for a two-day annual leadership and strategic planning retreat. All Board members are responsible for their own travel and lodging expenses at these events. EC Board Committees Task Forces Monthly - Executive Committee members meet once a month, either as the Executive Committee or as the full Board of Directors 2 in-person meetings 10 conference calls Every Other Month (6 times a year) 2 in-person meetings 4 conference calls Meet regularly throughout the year on a schedule to be determined by the Committee. Task Forces are established throughout the year to accomplish specific tasks and meet on a schedule they determine until the task is completed. Chairman In addition to all the tasks, requirements of a regular Board Member, the Chairman also takes on the following roles and tasks: General Serves on the Executive Committee. Initial review of association management contract Determine agendas for Executive Committee and Board of Directors meetings. Contacts Board members to encourage active involvement in specific initiatives. Assists in determining Board Liaison positions, discussing interests with Board members. Meetings Convenes all Executive Committee and Board of Director meetings. Determines leadership meeting schedule for the year. Participates in initial Committee/Task Force meetings to support and encourage member participation. Strategy Determines annual goals for presidency year, aligning with organizational strategic goals. Communicates strategic goals for organization. Involved in strategic planning update process and drives plan from volunteer leadership side. Exec. Dir Advises CEO on industry perspective on a regular and ad-hoc basis. Public Relations Acts as spokesperson for the organization. Communicates regularly with membership via blog, newsletters and eblasts. Financial Back up signer on bank cards. Vice Chairman (Chairman Elect) In addition to all the tasks, requirements of a regular Board Member, the Vice Chairman also takes on the following roles and tasks: General Assists the Chairman as needed. Serves on the Executive Committee. Leads ac hoc task forces, as requested by the Board. Reviews and advises on annual Board and management company evaluations. Supports review of association management contract Fills the unexpired term of the Chairman if that office becomes vacant for any reason. Performs all duties of the Chairman during the absence or disability of the Chairman. Strategy Involved in the strategic planning process, to ensure continuity between leadership terms. Financial Back up signer on bank cards.
Immediate Past Chairman In addition to all the tasks, requirements of a regular Board Member, the Immediate Past Chairman also takes on the following roles and tasks: General Assists with strategic planning, as needed. ERC Serves as CHPA representative on ERC U.S. Advisory Council, attending bi-yearly meetings of ERC. Public Relations Acts as spokesperson for the organization re: media interviews, etc. Consulted on PR and governance issues as needed. Nominating Committee Chairs the Nominating Committee and presents reports to the Executive Committee and Board of Directors. Secretary/Treasurer In addition to all the tasks, requirements of a regular Board Member, the Immediate Past Chairman also takes on the following roles and tasks: General Volunteer leader in charge of CHPA s finances. Chair of the Finance Task Force, if the Task Force is needed Participate in the strategic planning process. Monthly Reviews invoices, staff expense checks. Invoices are prepared by staff and approved by the CEO. Sign checks before staff member. RGI policy requires two signatures one staff and one volunteer leader as an internal check. CHPA cuts checks once a month, approximately on the 20 th of each month. Checks are prepared by RGI and sent to the Secretary/Treasurer each month. The checks are attached to the original invoice. After the S/T signs the checks, they forward the checks to the CEO for second signature. Review the financial statements and General Ledger detail. As needed, S/T is copied on transfers between accounts as an FYI. Per Board approval, the CEO has the authority to move funds between accounts to cover monthly payments, with a copy to the S/T. Presents the financial statement, minutes and consent agenda to the Board/Executive Committee for review and approval. Annually Sign bank signature cards both as signer and as Secretary (multiple places on bank forms). Review next fiscal year s budget draft Advise the CEO on the budget prior to presentation to the Executive Committee and/or Board of Directors. Review and present EOY budget variance document to the Board of Directors. Chair the Finance Task Force for review of financial policies as needed. Review the audit and/or review documents. Signs the tax return after staff review and CPA preparation.
Committee/Task Force Chair General Uphold the Code of Ethics of the Corporate Housing Providers Association. Clearly understand and communicate the organization s strategic expectations, goals and objectives to committee members. Complete an annual committee plan of action consistent with these strategic goals. Prepare update reports to the CHPA Board of Directors, as requested by the Board. Supervise the ongoing activities of the committee. Ensure board and staff liaisons receive copies of all committee communications. Mentor members of the committee to develop their leadership potential. Meetings Lead, organize and hold regular meetings as needed. Draft and distribute in advance agendas for meetings and ensure accurate minutes are taken and distributed, with one copy sent to the CHPA staff. Attend the two in-face meetings to report on committee activities to the Board, at the annual conference and annual leadership retreat if requested Budget Be fiscally responsible in overseeing the committee s budget, if applicable. Finance Task Force General Convened as needed to review and/or develop new policies that deal with CHPA finances Members of this committee are recruited from the membership at large, with interest in leadership and/or expertise in financial areas. At a minimum, the Finance Committee will review the investment policy and existing other policies that require regular review. Refer to the Financial Processes, Policies and Procedures for specific information re: CHPA s financial operations.
Directors and Officer s Insurance (D&O Insurance) CHPA purchases two insurance policies for the Association: (1) Directors and Officer s Liability Insurance (2) Liability policy that covers Association events D&O Provides up to 1 million dollars coverage The D&O policy runs from 04/27/10 to 04/27/11 Liability Business Owners Policy this policy protects CHPA contents as well as any liability for the CHPA conference, events or at the office. CHPA provides a certificate of coverage each year to the conference venue where the show is held. The limit is 1 Mill/2Mill liability. The Business Owners Policy is in effect from 02/11/10 to 02/11/11 Annually, the insurance broker reviews the policy and compares offerings for the best coverage and rates available. There is a review and application each year to determine if any changes are needed. The broker consults and advises the CEO on these policies, available at any time for questions. The Canadian Chapter Board of Directors has a separate and similar policy specific to Canadian organizations, through another broker and another insurance company. This is also reviewed and renewed annually. Nominating Committee The Nominating Committee is a group of CHPA Leaders and members that work to develop a platform of candidates to be elected for Board Elections and Board Officer positions. In addition qualified members can self-nominate through an open call for nominations. All Board members are elected by the general membership via an online election. Board members vote for the Board Officer positions. (Review) The vice Chairman is not a Chairman-elect position, however, the Nominating Committee recruits candidates for officer positions that are interested in becoming Chairman. Chair The immediate past Chairman is chair of the Nominating Committee. Members The Chair recruits a Board member and a member at large. Task The Nominating Committee identifies potential candidates and encourages them to submit a nom Legal Notices Any legal notices received by CHPA staff are immediately opened and presented to the Chairman or Board of Directors. Staff annually reviews the Legal Framework outline document that summarizes the documentation necessary for a non-profit professional association to operate. Any updates or changes are brought forward to the appropriate volunteer leadership group for review, discussion and/or approval. Legal Consultation CHPA consults legal counsel that specializes in associations on an as-needed basis. This firm partners with all of RGI s clients to advise them on questions and issues of concern before client boards of directors. Legal counsel reports directly to the CHPA Board of Directors. The CEO facilitates the communication, however, the fiduciary responsibility is to the organization s Board of Directors. If the firm believes there is a conflict of interest, they are bound by their professional code of ethics to alert the Board. They are available at any time to answer Board questions or concerns. The firm s services are billed directly back to CHPA for any CHPA-related issues. Approved, Board of Directors, February 15, 2012 Approved, Executive Committee, January 18, 2012 Approved, Board of Directors, October 6, 2010