Board Orientation Manual

 

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board orientation package a manual for nywea board members welcome to the board

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the new york water environment association inc the water quality management professionals 525 plum street suite 102 syracuse new york 13204 315 422-7811 fax 422-3851 www.nywea.org e-mail pcr@nywea.org board member manual table of contents 1 board job description 2 executive director responsibilities 3 certification of incorporation 4 finance fundraising a budget b financial policy c officer travel policy 5 insurance 6 bylaws 7 other a nys charities bureau information b wef-ma resource center the following information has been developed in conjunction with staff from cwea nywea and reference materials as cited within the text of the document.

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the new york water environment association inc the water quality management professionals 525 plum street suite 102 syracuse new york 13204 315 422-7811 fax 422-3851 www.nywea.org e-mail pcr@nywea.org nywea board of directors structure 23 member board 7 7 3 1 1 2 1 1 1 officers executive director is ex officio chapter representatives committee representatives young professional operator representative wef directors assistant treasurer nysdec liaison ex officio usepa liaison ex officio 8 officers also serve as executive finance committee comprised of president president-elect vice president vice president-elect immediate past president treasurer senior wef board of directors delegate executive director ex officio

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nywea staff patricia cerro-reehil executive director full time margaret maggie hoose administrative office manager full time maureen guyder kozol administrative assistant 4 days/week rebecca martin dedicated membership assistant 10 hours/week executive office location nywea 525 plum street suite 102 syracuse ny 13204 315-422-7811 315-422-3851 fax www.nywea.org

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board job description the standard of care requires that a board member director be informed and exercise independent judgment the director must 1 attend meetings regular attendance at meetings of the board of directors is basic element of prudent performance as a director 2 exercise independent judgment the law conceives of a board of directors as an entity each member is accountable to the same constituency even if other parties may regard the director as representing a particular group or interest his/her duties as a director are to the entire organization and the responsibilities will be the same as those of any other director 1 3 obtain information a director needs to have adequate information this is generally supplied by nywea staff information provided should be read before board meetings to allow follow-up questions of staff or other sources before board meetings board members are expected to be familiar with corporate documents including the constitution and bylaws mission and vision budget business plan and strategic plan 4 rely on experts a director may rely upon the information and reports received from reliable competent staff or professional experts a director relying on such sources is deemed to be acting in good faith 5 delegate the board of directors does not operate the day-to-day business of the association that function is delegated to staff in so delegating the board must set policies and oversee the executive director who administers the day-to-day business 1 guidebook for directors of non profit corporations 1993 american bar association pg 22

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board job description continued 6 establish rules of procedure rules of procedure appropriate for the size and complexity of the organization should be adopted regarding such things as the submittal of motions and amendments and other conduct of board business and the recording of ivlinutes 7 conform to the duty of loyalty this requires that directors exercise their powers in the interests of the association not in their own interest or that of another entity or person there shall be no conflict of interest no corporate opportunity and no breach of confidentiality liability issues · there has been an increase in litigation against directors of nonprofit corporations directors exposure arises from corporate liability but may also arise when the director is charged with a breach of duty an outside party may sue a member may sue a staff member may sue and the association itself may sue the individual director the director may be held individually liable under various statutory provisions such as environmental claims tax delinquencies and antitrust claims · volunteers are agents of the corporation in the eyes of the law that is to say their acts of omission their care or negligence in their activities are within limits the acts or omissions of the corporation the corporation as a general rule will not be exonerated from liability arising from the negligence of the agent simply because the agent was uncompensated or a volunteer 2 · board members have the right to an indemnification clause in the constitution and bylaws that affords them with some protection and they have a right to directors and officers liability insurance purchased by the association 2ibid pg 93 2

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board job description continued board member standard of care also known as duty of care · board members are legally required to act in good faith in the best interests of the corporation which includes making reasonable inquiry to be reasonably informed and to participate in decisions · board members may rely on the information opinions reports or statements prepared and presented by reliable competent employees or professional experts such as legal counsel independent accountants or other persons acting within their professional or expert competence · board members who do not act in accordance with the terms of above shall have personal liability if they are found to have failed to meet the standard of care 3

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executive director general responsibilities 1 knowledge of association s legal structure · · · · · articles of incorporation tax exempt status constitution and bylaws corporate governance structure policies and procedures 2 a knowledge of legal issues affecting associations anti-trust laws these apply to associations with special force association s are particularly vulnerable e.g availability and pricing of services to non-members standards and certification programs exhibitor pricing and registration b association activities and contracts · all day-to-day business activities necessitate contracts e.g equipment purchases leases service contracts and hotel and convention center contracts · hotel and convention center contracts are now highly complex and involve significant obligations and potential liability c endorsements sponsorship and referrals create potential liability for association and should be reviewed by executive director with access to legal counsel d political activity i iywea is a solc 3 non profit organization and is limited to grassroots political activity of insubstantial amount 3 risk management · contracts · committees · local sections legal term chapters · personnel · insurance · indemnification · expert consultants 4

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4 board support role a advise board on personal responsibility standard of care conflicts of interest actions outside board authority b ensure association s role in defending the board indemnification directors and officers insurance c provide for board education position descriptions roles and responsibilities policy development audit issues legal counsel communication professional recommendations strategic planning agendas budget and finance minutes policy development insurance documentation record maintenance 5 professional recomiviendations a unsolicited professional opinion affirmative professional obligation exists for executive director to provide information to the board under some circumstances regardless of whether the board specifically requests opinion or not opinion will be offered without board request on items tl lat have legal budgetary or staff or volunteer implications b solicited opinion in circumstances where board discussion involves pl lilosophical or policy issues that do not have legal budgetary or staff impact or wl lere tl lose impacts are well described professional opinion will be offered on the request of any board member · personal operating philosophy 1 protect the board of directors and the association from liability 2 positive outcome for the association support key volunteers no failure at expense of the association no loss of dollars no failure to deliver products/services expected by members 3 provide board with range of options and recommendations on all issues with legal/budget/staff impact balance resources 4 implement board direction even if that conflicts with individual direction of president or others 5 share knowledge of associations and vision for future 5

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check listthe information you should see paid staff executive should provide copies of and you should review question if necessary and fully understand tax identification number articles of incorporation letter of exempt status from irs copy of annual budget chart of accounts monthly statement of income and balance sheet monthly statement on reserves and investments annual statement of income and balance sheet most recent audit or financial review by independent outside auditor any financial policies list of all insurance policies including directors and officers liability coverage list should include policy limits and exclusions and effective dates list of outside experts and contact information for cpa insurance broker and legal counsel 6

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the new york water environment association inc the water quality management professionals 525 plum street suite 102 syracuse new york 13204 315422-7811 fax 422-3851 www.nywea.org e-mail pcr@nywea.org nywea executive director job responsibilities primary function serves as the staff administrator of the new york water environment association directs and control all administrative and operational activities and programs in support of nywea s mission including finances and personnel etc the executive director is subject to the discretion of the board of directors as outlined under article 7 section 7.7 of the by-laws responsibilities include 1 assumes responsibility for the daily operation of the nywea office 2 conducts all business for nywea in compliance with the association s constitution and by-laws and state and federal nonprofit corporate statutes 3 develops an annual budget for approval by the board of directors in cooperation with the treasurer and the finance committee and ensures that the association operates within the approved budget 4 executes contracts and commitments with the treasurer s co signature on commitments of $1,000 or more as may be authorized by the board of directors or established by policy 5 maintains all official records of the nywea including financial minutes policy and procedure manuals constitution and by laws etc 6 posts on-line monthly financials for the board 7 advises and makes recommendations to the board of directors with respect to programs finances policies etc.

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8 keeps the board of directors fully informed on the conditions of the association and on any factors impacting it 9 assertively develops and promotes the membership growth of the nywea by speaking at chapter and state events 10 initiates and develops membership services and programs in coordination with the membership committee 11 in conjunction with the treasurer oversees investments of nywea and communicates regularly with the finance committee and board of directors regarding any financial situations 12 assumes responsibility for the financial management of the day-to-day operation of the nywea 13 supervises all nywea personnel including hiring firing 14 develops and maintains an effective communications program with the membership and external publics of the nywea 15 prepares board of directors and executive committee meeting agendas in conjunction with the president circulates agendas prior to meetings for review and input maintains the on line board access area of the website 16 coordinates the annual spring technical and watershed conferences in conjunction with respective committees prepares statistical reports after each meeting 17 coordinates executive committee and board of directors meetings and retreats all other official meetings of the nywea 18 submits periodic reports to the board of directors regarding the progress made on issues 19 implements the policies of the board of directors 20 maintains all files and historic resource materials for nywea 21 conducts regular performance reviews of all staff members and operates within an established performance management and compensation system.

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22 assumes responsibility for a continuing program of professional development for nywea staff within budgetary allowances 23 develop weekly job task priorities listing for staff 24 opens and responds to email daily 25 requests annual financial reports from chapter treasurers 27 interface with other organizations including nysdec usepa awwa nycom suny-esf and others 28 works with scholarship committee to insure success of program relationships 1 serves as a liaison between the board of directors and the membership attends all meetings of the executive committee and board of directors 2 is an ex-officio member of the association s executive committee and board of directors 3 serves as staff liaison to the following committees publications member education exhibits program awards scholarship and sponsors and is an ex-officio member of all other committees 4 maintains and develops relationships with other organizations that will enhance the mission of the nywea 5 maintains relationship with suny-rf and suny-esf the organization that provides for employee s payroll and fringe benefit package 6 serves as a member of the voluntary wastewater collection systems certification board 7 serves as administrator of approved sponsorship program with nys education department for the continuing education credit for engineers.

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administrative office manager job responsibilites full time position primary functions serves as office manager ensuring that procedures and deadlines are met and overall office responsibilities are carried out full time position general/administrative 1 assist the executive director in all of the affairs of the nywea 2 promotes membership in the association 3 participates in committee meetings including conference calls for membership and any other committee meetings as necessary 4 refers to calendar for timely action on wef awards and nywea nominations 5 maintains electronic files of all correspondence 6 operates tickler file in line with calendar so due dates are observed 7 keeps current postal accounts bulk mail business reply and postage due accounts 8 sets up board meetings at hotels including coordination of break out rooms <31 overnight rooms av requirements and meals 9 respond to request from members officers and committees 10 email/fax correspondence to board and/or committees 11 retrieve and refer incoming faxes 12 types all self-generated correspondence files in daybook and appropriate files 13 advise and confer with computer consultant regarding any problems or requests with membership database 14 helps in the preparation and distribution of general membership outreach materials 15 provide chapters with information when requested 16 back up database weekly on two back-up discs 17 archive records routinely and file records accordingly 18 respond daily to email questions correspond to member requests 19 request certificate of insurance for some chapter events when necessary 20 processes all committee applications received electronically 21 distributes thank you letters to all scholarship donors 22 distributes thank you letters to all water for people donors 23 keep timesheets

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membership 1 process new members weekly which includes logging them into the computer 2 process monthly database reconciliations by transferring information from wef this process will include downloading information from wef 3 logs in change of addresses and renewals forwards same to wef weekly 4 bill monthly affiliate members of nywea print three staggered dues notices 1 st notice mailed one month prior 2 nd notice mailed one month during 3 rd notice mailed one month after expiration 5 invoice utility members four months in advance of expiration date process renewals and new members for each utility send to wef 6 copy and mail invoices punch and alphabetize in log book/voucher files 7 as membership payments come in update database print cash receipts report log payments in white book with date and check number membership reports 1 distribute via email standard membership reports quarterly which include quarterly membership statistics reports sent to chapters and membership committee and monthly new member reports sent to membership committee and chapters 2 distribute membership figures for board reports prior to meetings 3 print special request reports when appropriate potw spdes nonprimary chapter requests 4 c ompile and distribute annual chapter reimbursement report in july calculate average of members chapter give information to bookkeeper for disbursement of checks 5 print sponsor report for membership contest annually in september including listing of members figure totals percentages and winners in 5 categories 6 mail in august and in 1 st week in february standard nywea promotional package to faculty advisors that include membership materials for display at environmental colleges 7 interface with dma on delinquent membership reports

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