Board Position Descriptions

Governance Job Descriptions

Advisory Council Executive Committee
Audit Committee Past Chair
Board of Directors Reserve Fund Investment Committee
Chair Secretary
Committee Chair Treasurer
Nominating Committee Vice Chair
Officers  

Article V, Section 1-17. Board of Directors.

Section 1. General Powers. The Board of Directors shall manage the affairs of SMRP, and shall have general strategic planning and policy-making authority with respect to the interests of the Society as a whole, and oversight as to the SMRP Certifying Organization (hereafter “SMRPCO”). All such explicit and implied powers of the Society not regulated by the Articles of Incorporation, or these Bylaws, maybe exercised by the Directors.

Section 2. Number. The Board of Directors shall consist of not less than three (3) and not more than ten (10) members, in addition to the five (5) Officers of the Society who shall serve on the Board.

Section 3. Appointment and Term of Office. Directors shall be appointed by the Executive Committee of the Society by a majority vote of the Officers, and shall hold office for a term of one (1) year or until his/her successor is appointed. Directors shall be eligible for re-appointment provided they continue to meet the qualifications required by Section 4 of this Article V. The terms shall begin and end at the Annual Business Meeting of the members, or as soon thereafter as conveniently possible.

Section 4. Qualifications. A Director must be an SMRP member in good standing holding a SMRPCO certification.

RESPONSIBILITIES:

  •  Meet the needs of the members
  •  Set policies and goals
  •  Review and approve budget and Strategic Plan
  •  Support the organization
  •  Attend Board meetings and actively participate
  •  Supervise and support committees and staff
  •  Prepare, monitor and evaluate strategic goals and budgets
  •  Bring to the attention of the Board urgent matters impacting SMRP
  •  Determine dates and places of annual meetings
  •  Approve programs priorities
  •  Approve all proposal amendments to Bylaws
  •  Authorize Society affiliations with other organizations
  •  Review and approve membership dues
  •  Contribute skills, knowledge and experience
  •  Represent the organization to the public and to private industry

Article VI, Sections 1-11. Officers.

Section 1: Officers. The elective Officers of the Society shall be a Chair, a Vice Chair, a Treasurer, a Secretary, and an Immediate Past Chair. Elective Officers shall serve on the Board of Directors and shall have voting rights.

Section 2. Election and Term of Office. Each elective Officer of the Society shall be elected at the SMRP’s Annual Business Meeting by a majority vote of the members present and voting and shall hold office for a term of one (1) year or until his/her successor is elected. Each person may serve a maximum of six (6) consecutive terms as an officer. The terms shall begin and end at the Annual Business Meeting of the members, or as soon thereafter as conveniently possible. New officers may be created at any meeting of the Board of Directors. Election of an Officer shall not of itself create contract rights.

Section 3. Qualifications. Each Officer position described above must be filled by an Individual SMRP Member in good standing holding a SMRPCO certification. The Chair shall have served at last one term as an Officer prior to being elected Chair.

Article VI, Section 4. Chair.
The Chair shall be the principal Executive Officer of the Society and shall preside at meetings of the members, the Board of Directors, and the Executive Committee. Subject to the direction and control of the Board of Directors, the Chair shall primarily be responsible for ensuring that SMRP’s strategic initiatives are being carried out and that ideas are being sought that will result in new and enhanced services for SMRP’s members. Further, the Chair shall perform all duties incident to the office of Chair and such other duties as may be assigned by the Board of Directors from time to time.

RESPONSIBILITIES:

  •  Preside over all meetings of the Board of Directors and Executive Committee
  •  Facilitate coordination of Management Firm, Executive Director, Officers and Board of Directors
  •  Ensure that the business affairs of SMRP are being carried out in a professional manner
  •  Ensure that SMRP’s strategic initiatives are being carried out in a consistent manner
  •  Solicit ideas and opinions from Officers, Directors, Management Firm, Consultants and Executive Director and facilitate discussion to establish new, better and enhanced services for SMRP members
  •  Assign management firm, Consultants and Executive Director as necessary to carry out the business affairs and strategic initiatives of SMRP
  •  Prepare and coordinate agenda materials for meetings with Executive Director
  •  See that the Officers and Board of Directors are kept fully informed on the condition and operation of SMRP
  •   Works with the Directors in seeing that policies and programs are designed to further the goals and objectives
  •  Reviews the organizational structure and policies annually with the Executive Director
  •  Acts as spokesperson for SMRP to the industry press and other organizations.
  •  At the Annual Meeting and at such other times as deemed necessary communicate to the members such matters that tend to promote the welfare and increase usefulness of SMRP
  •  Consult and advise with the Executive Director on all matters pertaining to policies, programs and finances
  •  Appoints chairs of committees and task forces and outlines the purpose and duties
  •  Serves ex offico on all committees
  •  Serves on the Nominating Committee
  •  Serves on the Reserve Fund Investment Committee

Article VI, Section 5. Vice Chair.
The Vice Chair shall serve as chair of the Nominating Committee and shall perform such other duties and have such powers as may be assigned by the Chair or by the Board of Directors from time to time. Further, in the absence of the Chair or in the event of his/her inability or refusal to act, the Vice Chair shall perform the duties of the Chair and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Chair.

RESPONSIBILITIES:

  • Perform the duties of the Chair in the absence of the Chair
  • Serve on the Executive Committee
  • Learn the duties of the President
  • Work closely as a consultant and advisor to the Chair
  • Carry out special project assignments from the Chair
  • Formulate and prepare future programs for implementation
  • Serve to provide continuity of programs, goals and objectives in keeping with policy established by the Board of Directors
  • Serve as ex-officio member of all committees
  • Accept responsibility and assignment delegated by the Chair, such as representing the Chair with allied organizations, chapter visitations and other duties
  • Address the membership at annual convention to present the theme, thrust, goals and/or objectives to be achieved during term of office
  • Acts as industry spokesperson in absence of Chair
  • Serves as the Nominating Committee Chairman
  • Serves on the Reserve Fund Investment Committee

Article VII, Section 1. Executive Committee.
The Executive Committee shall be comprised of the Officers of SMRP and shall determine SMRP’s strategic initiatives and how these initiatives are best carried out. The Executive Committee shall also exercise the authority of the Board of Directors in the management of the Society and shall transact the business of SMRP between regular meetings of the Board of Directors, as necessary. Minutes of all Executive Committee meeting shall be provided to all Directors, and the Executive Committee shall report at each Board of Directors meeting concerning its actions since the last Board of Directors meeting. Meetings of the Executive Committee may be held upon such notice and call as determined by the Chair or the Board of Directors.

RESPONSIBILITIES:

  • Transact business of SMRP between regular meetings subject to approval by the Board
  • Advise the Executive Director on administrative matters
  • Evaluate the Executive Director
  • Consider and act on projects, problems or regular business of a policy nature that needs attention prior to a regular Board Meeting
  • Implement all directives and policies established by the Board
  • Make recommendations to the Board and all matters pertaining to the advancement of the interest and welfare of SMRP and its members.

Article VII, Section 2: Advisory Council.
The Advisory Council shall be comprised of the Past Chairs of SMRP, shall provide historical perspective for SMRP leadership, and may be responsible for one or more SMRP’s strategic initiatives. Members of the Advisory Council may serve until such time as they are not longer willing or able.

RESPONSIBILITIES:

As assigned by the Chairman and Board of Directors

Article VII, Section 3. Nominating Committee. 

The Nominating Committee shall be comprised of the current Chair, the Vice Chair, the Director primarily responsible for membership, and the Immediate Past Chair. The Vice Chair shall serve as the Nominating Committee’s Chair. The Nominating Committee shall present its recommended slate of candidates for office to the Executive Committee at least sixty (60) days prior to SMRP’s Annual Business Meeting. The Executive Committee shall approve the slate of nominated Officers by a majority vote and shall present such slate to SMRP’s eligible voting members not less than ten (10) days prior to the Annual Business Meeting.

RESPONSIBILITIES:

  • Look for prospective nominees to fill Directorships
  • Concentrate Director recruitment efforts on members who can fill specific roles in accomplishing the Strategic Plan
  • Evaluate members' participation in activities in meeting attendance, chapters, annual conference
  • Analyze the make up of the current Board and anticipate the needs of future Boards
  • Report to the full Board expiration of terms and prospects to fill positions
  • Ask potential Board and Committee Chairs to complete applications for service
  • Screen applications and report finalists for Board selection
  • Arrange for sending to all voting members a slate of candidates
  • Receive nominations for any office or offices made from the floor by an eligible member
  • Prepare and present a formal report (slate of candidates) to membership at the Annual Meeting
  • Meet to nominate candidates for such offices and positions that become vacant during the year
  • If applicable work with the Secretary in the actual handling of election proceedings

Article VII, Section 5. Audit Committee. 

The Audit Committee shall comprise no fewer than three (3) nor more than five (5) Directors, who do not serve in an officer capacity or on the Reserve Fund Investment Committee. The Chair shall appoint the Committee chair, who shall have sufficient financial background to be able to understand, analyze, and reasonably assess the financial statements and competency of the independent public accounting firm. The Audit Committee shall be directly responsible for the oversight of the independent public accounting firm engaged for purpose of preparing or issuing SMRP’s audit report and related work. The independent public accounting firm shall report directly to the Audit Committee, which shall report to the Board of Directors at its next regularly scheduled meeting. The Audit committee shall also assist the Board in monitoring the integrity of the financial statements of SMRP, as well as the performance and independence of SMRP’s internal financial functions. Meetings of the Audit Committee may be held upon such notice and call as specified by the Board of Directors.

RESPONSIBILITIES

  •  Compliance with audit requirements as listed in the Policy Manual
  •  Oversee an annual audit of the financials
  •  Reviews and recommends to the Board an audit firm selected by a Request for Proposal (FRP) process
  •   Reviews and approves an annual audit to be submitted to the Board of Directors

Article VII, Sections 6-10. Committee Chair.

Section 6. Task Forces and Other Committees. The Board of Directors may from time to time appoint task forces, ad hoc committees, and other types of committees (collectively referred to as “work groups”) to accomplish SMRP’s goals and strategic initiatives, and shall have the authority to determine the structure necessary to accomplish related tasks. All such work groups shall make periodic reports to the Board of Directors. Each work group may be dissolved by the Board of Directors when its work is completed, no longer considered necessary, or for other reasons the Board of Directors may determine.

Section 7. Meetings. Unless otherwise provided by the Board of Directors, each committee and/or work group may, by a majority vote, select its chair, fix the time and place of its meetings, specify what notice of meetings, if any, shall be given, and established its rules of procedure consistent with these Bylaws or with rules adopted by the Board of Directors.

Section 8. Quorum. Unless otherwise provided by the Board of Directors, a majority of the whole committee shall constitute a quorum.

Section 9. Manner of acting. Unless otherwise provided by the Board of Directors, the act of a majority of the members present and voting at a meeting at which a quorum is present shall be the act of the committee.

Section 10. Attendance by Telephone. Members of a committee may participate in any meeting through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or through any technology allowable under law, but only to the extent allowed by the Board of Directors. Such participation in a meeting shall constitute presence in person at the meeting.

RESPONSIBILITIES

  •  Facilitate actions by calling meetings, set agenda, stimulate discussion, record decisions and recommendations
  •  Recruit members to sit on your committee
  •  Know what your Director and Board has asked you to accomplish – set the vision, mission, goals and budget for your committee
  •  Report your actions to your Director and Board of Directors
  •  Recommend policy to your Director and Board of Directors
  •  Coordinate with assigned staff
  •  Maintain and update strategic plan for your area of responsibility

Article VII, Section 7. Secretary.
The Secretary shall be the principal Records Officer of SMRP, and shall be responsible for ensuring that the minutes of the meeting are recorded; all business actions and votes are properly recorded, all notices are given in accordance with the provisions off these bylaws or as required by law; and in general perform all duties incident to the office of Secretary and such other duties as assigned by the Chair or the Board of Directors from time to time. Some of the Secretary’s duties may be delegated to the Executive Director.

RESPONSIBILITIES:

  • Generally oversees the record keeping of SMRP
  • Sees that proper notice is given of all meetings of the Board of Directors, Executive Committee and Membership
  • Sees that a record is kept of all Board proceedings
  • Sees that the Record Retention Policy is enforced
  • Records the minutes of all Board and Executive Committee meetings in clear, concise statements of action taken and material discussions
  • Distributes minutes
  • Ensures the safe keeping of all official papers of the organization
  • If necessary works with Nominating Committee on elections/votes at Annual Meeting

Article VII, Section 8: Immediate Past Chair.

The Immediate Past Chair shall primarily be responsible for ensuring that SMRP’s long-term vision is an integral part of SMRP’s strategic plan, and for assisting the Chair in carrying out SMRP’s strategic initiatives. Further, the Immediate Past Chair shall serve as the SMRP liaison to the SMRPCO Board of Directors, and perform all duties incident to the office of Immediate Past Chair and such other duties as may be assigned by the Board of Directors from time to time. In the event the Immediate Past Chair is unwilling or unable to serve as the SMRP liaison to the SMRPCO Board of Directors, the Chair with the approval of the Board of Directors shall appoint a qualified representative.

RESPONSIBILITIES:

  • Available to the Chair for assistance, council and advice
  • Accept responsibilities and assignments delegated by the Chair
  • Serves as liaison to the SMRPCO Board of Directors
  • Serves on the Nominating Committee

Article VIII, Section 4. Reserve Fund Investment Committee.
The Reserve Fund Investment Committee shall be comprised of the current Chair, Vice Chair and Treasurer. The Reserve Fund Investment Committee hall be responsible for working with a professional money manager and SMRP’s Executive Director to oversee the reserve fund, including investment performance, comparisons to generally accepted benchmarks for all portions of the portfolio, and annual professional money manager performance. The Reserve Fund Investment Committee shall make reports and recommendations to the Board of Directors, including recommendations for changes in the investment portfolio. Between regular meetings of the SMRP Board of Directors, the Reserve Fund Investment Committee shall exercise the authority of the Board of Directors and make necessary decisions regarding the reserve fund investment, based on recommendations from the professional money manager and Executive Director.

RESPONSIBILITIES:

  • Oversee the Investment Policy as detailed in the Policy Manual and recommend changes as appropriate
  • Regularly reviews the long range financial plan of SMRP
  • Keeps the full board informed on the status of reserve funds
  • Evaluates the performance of the investment firm and make recommendations

Article VIII, Section 6. Treasurer.
The Treasurer shall be the principle accounting and Financial Officer of SMRP and shall remain fully advised as to the financial condition of SMRP. Further, the Treasurer shall review, develop, and implement the fiscal policies of SMRP; monitor the condition of SMRP’s reserve fund and ensure that it is invested according to SMRP’s financial objectives; present a proposed budget for the next fiscal year to the Board of Directors for approval at the last regular meeting of the year, or as soon thereafter as possible.; and regularly report to the Board of Directors on the financial conditions and the adequacy of the accounting records of SMRP. The Treasurer shall have such other duties as prescribed by the Chair or the Board of Directors from time to time.

RESPONSIBILITIES:

  • Review monthly financial statements as provided by Management company and prepare to discuss with the Board any variances
  • Prepare Annual Budget. Request expected financial needs from each Director and staff after the annual meeting, review with Directors and present to the Board for approval.
  • Oversee an independent audit of the financial records of the Society in accordance with the bylaws and policy
  • Ensure Board financial policies are being followed
  • Give regular reports to the Board as to the financial health of SMRP
  • At the Annual Meeting provide a status and any recommendations for improvement to the membership
  • With the Executive Director monitor and guide appropriate staff assigned to implement financial management
  • Chairs the Reserve Fund Investment Committee
  • Ensures IRS Form 990 is submitted by May 15
  • Ensures State of IL tax return Form AG990-IL is submitted by June 30

 

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