The Board of Directors (Board) of National Speakers Association (NSA) made a decision in November of 2018 to adopt a policy governance model. This Manual is the result of that decision. The Board elected to use two written works as models for this process. Subsequent Boards of the Association may find it useful, from time to time, to reference these works for clarification (Boards that Make a Difference, Dr. John Carver, second edition 1997 by Jossey-Bass, and Non Profit Board Answer Book, Robert C. Andringa and Ted W. Engstrom, NCNB Books as well as others.)
This Board Policy Manual contains ALL of the standing and/or ongoing policies adopted by the Board of Directors of National Speakers Association beginning with the February 2019 meeting of the Board. This Manual supersedes any and all Board policies prior to that date and may be modified at any Board meeting by a simple majority vote.
The organizational foundation of National Speakers Association® (NSA®) is set forth in the NSA Bylaws. These governance policies supplement the NSA Bylaws and have been adopted by the Board of Directors for the management of the Association.
To ensure the successful operation and growth of NSA, it is important that leaders at all levels understand and carry out the approved policies.
- Reasons for adoption.
- Efficiency of having all policies of the Board in one
- Ability to quickly orient new Board
- Elimination of redundant or conflicting
- Ease of
- Clear and consistent guide for the Board, CEO, and
- Clarification of roles and responsibilities of Board in relation to the CEO and staff.
- Consistency. Each policy is consistent with the Articles of Incorporation and Bylaws of the National Speakers Association. The Articles and Bylaws have precedence over these policies.
- Changes to this Manual are likely and even encouraged as needed. This Manual contains all “standing policies” of the Board.
- Organization of Manual. Each new policy will be drafted to fit within the most logical policy chapter.
- There are four categories of policies in this Policy Manual:
- Ends Policies. These policies explain which results should be achieved by the Association, for which groups of people, at what priority, and at what cost to the Association. This chapter is entitled Mission, Vision, Values and Goals.
- Governance Process. These policies explain the structure and processes of the Board of Directors for the Association. This chapter is entitled Governance Process.
- Board – CEO Relationship. These policies explain the relationship of the Board and CEO of the Association. This chapter is entitled Board-CEO Relationship.
- Executive Limitations. These policies define the boundaries on CEO authority. This chapter is entitled Executive Limitations.
- Oversight Responsibility. The Board of Directors has the overall oversight responsibility for the Association and may delegate its oversight as follows:
F.1 Missions Vision Values and Goals: Oversight by the Executive Committee
F.2 Governance Process: Oversight by the Board Development Committee
F.3 Board-CEO Relationship: Oversight by the Executive Committee
F.4 Executive Limitations: Oversight by the Executive Committee
F.5 Fiscal Management: Oversight by the Finance Committee
F.6 Board Development: Oversight by the Board Development Committee
- Maintenance of Policies. The Board Secretary, working in conjunction with the Board Liaison, will oversee the recording and publication of the standing policies. The CEO or her/his designee will maintain the policies on computer and post updated policies to the NSA website following each meeting.
- CEO Role. For purposes of clarification, the CEO, while being ex-officio, non-voting member of the Board, the references to Board and/or Directors in this manual do not include the CEO.
1. Mission, Vision, Values, and Goals
1 The Mission of National Speakers Association is: Empowering professional speakers to thrive and influence. We elevate excellence, share expertise, and challenge one another to improve.
1.2 The Goals for the Association in accomplishing the mission are:
1.2.1 Association Culture. To maintain the culture described in NSA’s Values.
1.2.2 Finance. To use sound management practices, which produce positive financial performance.
1.2.3 Institutional Status. To develop a resource base to support an Association committed to its current mission and vision.
1.2.4 Image. To be seen as a high quality, comprehensive professional association.
1.2.5 Membership (Goal). To increase revenue from Association membership to 1,728,660 by the year 2022.
1.3 National Speakers Association (NSA) is a Section 501(c)(6) not-for-profit organization, classified by the Internal Revenue Service, by letter rulings dated January 14, 1977.
1.4 NSA Foundation is a Section 501(c)(3) not-for-profit organization, classified by the Internal Revenue Service, by letter rulings dated August 9, 1984, whose sole member is the National Speakers Association.
1.5 The primary beneficiaries of National Speakers Association are the members of the association, the meetings industry, the chapters of the association.
1.5.1 Chapters. Chapters are a necessary part of a growing and vibrant NSA.
1.5.2 Chapters shall not deviate from the mission vision and values of NSA
1.5.3 Awards and Designations. NSA will honor designations and awards in a manner commensurate with the status of the award.
2. Governance Process
2.1 Governing Style. The Board of Directors of National Speakers Association will govern with an emphasis on (1) outward vision rather than internal preoccupation, (2) encouragement of diversity in viewpoints, (3) strategic leadership more than administrative detail, (4) clear distinction of Board and executive roles, (5) collective rather than individual decisions, (6) future rather than past or present, and (7) proactivity rather than reactivity.
In this spirit, the Board will:
2.1.1 Enforce upon itself and its members whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, respect of clarified roles, matters of confidentiality, speaking with one voice, and self-policing of any tendency to stray from governance adopted in Board policy.
188.8.131.52 The Board shall exercise its governing authority as a whole. No individual Board member may exercise such authority except as instructed by the Board.
184.108.40.206 Conflict of Interest: The Board expects of itself and its members, ethical and businesslike conduct at all times. Board members must represent uncompromised loyalty to the interests of the entire Association. They must avoid any conflict of interest with respect to their fiduciary responsibility. There must be no self-dealing or any conduct of private business or personal services between any Board member and the Association except with prior Board approval to assure openness, competitive opportunity, and equal access to “inside” information.
220.127.116.11 Be accountable to the membership for competent, conscientious, and effective accomplishment of its obligations and responsibilities. It will allow no officer, individual, or committee of the Board to usurp this role or hinder this commitment.
18.104.22.168 Monitor and regularly discuss the Board’s own process and performance. Insure the continuity of its governance capability by ongoing training and development.
22.214.171.124 Be an initiator of policy not a reactor to staff initiatives. The Board, not the staff, will be responsible for Board agenda and performance.
126.96.36.199 Comply at all times with all existing laws and regulations, including antitrust laws.
188.8.131.52 Will not engage in any behavior that puts undue financial pressure or stress on the organization.
2.2 Board job description. The job of the Board is to lead National Speakers Association to accomplish the Association’s vision. The Board’s specific contributions include:
2.2.1 Setting written policies, which at the broadest levels, address:
184.108.40.206 Mission, Vision, Values, and Goals. How the Board addresses what the Association is about, its products’ impact, benefits, and outcomes.
220.127.116.11 Governance Process. How the Board determines, carries out, and monitors its own task.
18.104.22.168 Board-CEO Relationship. How power is delegated and monitored.
22.214.171.124 Executive Limitations. Constraints on the CEO’s authority, which establish ethical boundaries, the acceptable areas of activity, and decision-making.
126.96.36.199 Organizational Area. Policy in the areas of finance, members, fund raising, marketing, and other organizational areas as needed.
2.3 Code of Conduct and Core Values for Board. As Board members, we commit to each other that we will act in an honest manner with one another and that we will make decisions that are in the best interest of the members of the National Speakers Association. At the beginning of each Board meeting, the Board members voice these values.
Respect: We will treat everyone with dignity, by being open to one another and by valuing one another. We accomplish this through:
- Honoring each other by arriving on time, by being prepared, and by remaining present throughout the entire meeting.
- Speaking only when we have something new to add to the discussion and by refraining from side bar conversations.
- Listening respectfully to other people’s opinions, thoughts, and feelings, even if we disagree, both verbally and non-verbally.
Integrity: We will embrace and practice a high standard of personal ethics. We demonstrate this through:
- Maintaining confidentiality on all Board matters.
- Standing behind the decisions of the Board no matter what our personal opinions might be.
- Honoring the ideals and principles of our Founders and the Board members who have served before us.
Communication: We will create an environment that allows for and encourages an open and honest exchange of ideas, thoughts, and feelings. We accomplish this through:
- Listening actively, openly, and objectively.
- Voicing our opinion in the meeting rather than later.
- Using the Rules of Order that have been developed for the National Speakers Association.
Accountability: We will be accountable to our members and use the power and responsibility entrusted to us in a wise manner. We demonstrate this through:
- Making decisions that are supported by data and input from key stakeholders.
- Staying strategic in our Board discussions.
- Being fiscally responsible.
Courage: We will accept necessary strategic changes and act on them, even when change is uncomfortable or unpopular. We accomplish this through:
- Focusing on what is right, not on who is right.
- Learning from the past, but not being tied to it.
- Caring enough to confront issues and ideas early and directly.
2.4 Board Member Criteria. In identifying Directors for the Board, the Board Development Committee will develop a Board approved “profile” showing the desired makeup of the Board, requirements for all Directors, and categories of expertise that at least one Director should bring to the Board. This information will be provided to the Board Nominations Committee for use during the Board nominations process.
2.5 Prior to election, each person recommended from the Board Nominations Committee, shall receive adequate briefings on the role of the Board, (including Chapter 1 of this document) officers, staff, and a general overview of plans and finances.
2.6 Chair of the Board (Chair) role. The job of the Chair is, primarily, the integrity of the Board’s process. The Chair “manages the Board.” The Chair is the only Director authorized to speak for the Board, other than in rare and specifically approved cases, except as may be called out through official talking points provided to the Directors from the Chair or from NSA staff.
During the transition period between February 19, 2019 and August 4, 2020, the term “President” in the NSA Bylaws and the term “Chair” in this Board Policy Manual will be considered interchangeable. This clause will automatically sunset and be removed from this Board Policy Manual on August 4, 2020.
The Chair ensures that the Board performs consistent with its own rules and those rules, laws, or regulations legitimately imposed on it from outside the organization. The Chair will insure that Board discussion will be only about those issues, which, according to Board policy, clearly belong to the Board to decide, not the CEO of the Association.
2.6.1 The authority of the Chair is to preside at all meetings of the Board and the Executive Committee. The Chair shall appoint all Board committees and shall sign such papers and perform such other duties as are required of the presiding officer. The Chair shall be ex-officio member of all committees of the Board.
The Chair has no authority to make decisions beyond policies created by the Board. Therefore, the Chair has no authority to supervise or direct the CEO of the Association, but is expected to maintain close communication, offer advice, and provide encouragement to the CEO and staff on behalf of the Board.
2.6.2 If any Director has concerns related to the performance of the Board Chair, the Director should immediately notify any or all members of the Executive Committee.
2.7 Board meetings. The following policies are intended to improve Board meetings:
2.7.1 Board meetings are held three times per year as follows: (1) in the spring; (2) in the summer in conjunction with NSA Influence, and (3) in the fall at NSA headquarters in Tempe, Arizona. A notice announcing a meeting will be included on the website and in NSA publications at least 30 days prior to the Board meeting.
2.7.2 Resignation or Removal. Any Director may resign at any time by giving written notice to the Chair, the Chief Executive Officer, or to the Board of Directors. Such resignation shall take effect at the time specified in the notice, or, if no time is specified, at the time of acceptance thereof as determined by the Chair or by the Board. A Director may be removed from office by a two-thirds affirmative vote of the Directors present and voting at any regular or special meeting at which a quorum is present.
2.7.3 Attendance. Any Director unable to attend a meeting shall advise the Chair as to the reason for the absence. The Executive Committee will decide if the absence is to be excused or unexcused. If a Director misses three (3) meetings for unexcused reasons (as determined by the Executive Committee) during their term of service, the Director shall be deemed to have resigned as a Director.
2.7.4 Proposals. All proposals to be considered by the Board at a regularly scheduled meeting must be submitted, in writing, to the Chair and the CEO at least 30 days prior to the scheduled Board meeting. Proposals are typically made to make changes to the Bylaws, policies, and procedures.
188.8.131.52 All submitted proposals will be reviewed by the NSA Executive Committee to ensure that all pertinent information and details are included. Any proposal needing additional information will be sent back to whomever has proposed it to include that information. Any proposal that has financial implications will be forwarded to the Finance Committee for feedback.
184.108.40.206 Because of the stringent review process and, out of respect for those who submit the proposals by the deadline, submitted proposals will take priority at the Board meetings. Un-submitted proposals, brought up during the course of a Board meeting, will be referred to the Executive Committee for review unless 2/3 of the Board votes to consider the item. The proposal must be put into writing for the Board to consider and unsubmitted proposals will be put forward if there is time on the agenda.
220.127.116.11 Any Director may make a motion to introduce a new piece of business or propose a decision or action in a Board meeting. Said motion may result in discussion and voting.
2.7.5 The minutes of each Board meeting are prepared and posted on the NSA website within 45 days after the meeting. The minutes are not considered official until approved by the NSA Board of Directors at the next scheduled meeting.
18.104.22.168 The NSA Board Liaison records the proceedings, including the number of yeas, nays, and abstentions; prepares a draft copy for review by the Board Secretary, Board Chair, and Chief Executive Officer; and produces a final copy. Reproduction of the meeting minutes is the responsibility of the NSA Board Liaison.
22.214.171.124 The Board of Directors accepts the General Counsel reports as “confidential information protected by attorney-client privilege.” They are not to be reproduced in the official Board meeting minutes. Other items, as necessary, may be deemed confidential. Only items that are adopted by the Board are reproduced.
2.7.6 Special Meetings. At times, it may be necessary to convene the Board in addition to the pre-scheduled meetings. Board of Directors members may participate in a special meeting through use of conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another.
2.8 Board Committee Policy. (Refer to Bylaws Article VIII, Section 1) Committees will be used to help the Board be more efficient and effective. They shall not interfere with the wholeness of the Board’s job or seek to interfere with the delegation of authority and responsibility from the Board to the CEO of the Association.
2.8.1 All Board Committees must have an approved charter before committees can assemble and commence work.
2.8.2 Board Committees may not speak for the Board except when formally given such authority. They are not for the purpose of exercising authority over staff.
2.8.3 In keeping with the Board’s broader focus, Committees normally will not have direct dealings with current staff operations. Because the CEO of the Association works for the full Board, the CEO will not be required to obtain approval of a Board Committee before an executive action, provided the executive action is in compliance with Board Policy. However, the CEO may direct or authorize Directors to work directly with staff from time to time.
2.8.4 The Board may choose to implement the following types of Committees with their defined purpose and duration, to help accomplish the work of the Board:
126.96.36.199 Board Standing Committees: A group of volunteers formally chartered by the Board and charged with preparing for deliberation some aspect of the Board’s normal and annual responsibility. Current approved Standing Committees include:
188.8.131.52.1 Executive Committee: The Chair, Chair-Elect, Vice Chair, Secretary, Treasurer, Immediate Past Chair, and two At-Large Directors shall constitute the Executive Committee. The CEO shall be a member, without vote, of the Executive Committee. The Executive Committee shall have the power to act for the Board and the Association between meetings of the Board, to conduct business/administrative affairs as are deemed necessary and to address legal/personnel concerns that require confidential decision making. The Executive Committee cannot amend policies, documents of governance or Board actions. The Chair of the Board shall serve as the Chair of the Executive Committee.
184.108.40.206.2 Officers Nominations Committee: The Immediate Past Chair shall chair the Officers Nominations Committee that will submit a slate of up to three (3) nominees for the office of Vice Chair to be voted upon at the summer meeting of the Board.
220.127.116.11.3 Board Development Committee. The Secretary shall chair the Board Development Committee. The Board Development Committee shall review the NSA bylaws, orient new Directors, develop ongoing Board training, evaluate the Board structure and process, and evaluate Directors’ compliance with policies such as attendance and conflict of interest.
18.104.22.168.4 Finance Committee: The Treasurer shall chair a Finance Committee that will provide financial oversight for the Association and ensure assets are protected.
22.214.171.124.5 Board Nominations Committee. The Immediate Past Chair shall chair a Board Nominations Committee that will use the profile of desired qualifications of new Directors created by the Board Development Committee, review candidates, and submit a slate of nominees for the offices of Director to be voted upon by the members of the Association.
126.96.36.199 Task Forces: A group of volunteers formally chartered by the Board for a defined and time-limited purpose related to achievement of the NSA Strategic Plan. Task Forces are created to deliver a specific piece of work on the Board’s behalf and will be dissolved upon the completion of the work.
2.8.5 Limitations. Committees shall be prohibited from any activities or actions that will cause NSA to be legally or financially bound to an agreement or other relationships. Committees shall be limited to the activities set forth in their formal and approved charters.
2.9 Advisory Groups. The Board authorizes the CEO of the Association to create any advisory group deemed important to the mission. The advisory group may work directly with NSA staff as directed by the CEO.
2.10 Code of Professional Ethics. All volunteers and members of NSA shall adhere to the NSA Code of Professional Ethics as published on the NSA website and amended from time-to-time.
2.11 Professional Conduct Policy. All staff, volunteers, and members of NSA shall adhere to the NSA Professional Conduct Policy as published on the NSA website and amended from time-to-time.
2.12 Quorum. A Quorum of the Board is the number that must be present in order that business can be legally transacted. A Quorum for purposes of the Board is a majority of the number of voting Directors. So then, in order for the NSA Board to legally conduct business there must be a simple majority of voting Directors present. This also applies to Board Committees. When a quorum is not present, no voting can take place.
3. Board-CEO Relationship
3.1 Delegation to the CEO. While the Board is generally confined to establishing broad policies, implementation and subsidiary policy development are delegated to the CEO of the Association.
3.1.1 All Board authority delegated to staff is delegated through the CEO. All authority and accountability of staff, as far as the Board is concerned, is considered to be under the authority and accountability of the CEO.
3.1.2 Mission, Vision, Values, and Goals policies direct the CEO to achieve certain results. Executive Limitations policies constrain the CEO to act within acceptable boundaries of prudence and ethics. The CEO is authorized to establish all policies, make all decisions, take all actions, and develop all activities as long as they are consistent with any reasonable interpretation of Board’s policy.
3.1.3 The Board may change its policies during any meeting, thereby shifting the boundary between the Board and CEO domains. Consequently, the Board may change the latitude of choice given the CEO, but as long as any particular delegation is in place, the Board and its members will respect and support the CEO’s choices. This does not prevent the Board from obtaining information in the delegated areas.
3.1.4 Except when a person or committee has been authorized by the Board to incur some amount of staff cost for study of an issue, no Director, officer, or committee has authority over the CEO. These individuals or groups may request information, but, if in the CEO’s judgment, such request requires a material amount of staff time or funds or is disruptive, it may be refused.
3.1.5 CEO’s Job Description. As the Board’s single link to the Association, CEO performance will be considered synonymous with organizational performance as a total. Consequently, the CEO’s job contributions can be stated as performance in two areas: (1) Organizational accomplishment of Board policies on missions, vision, values, and goals (ends) and (2) organizational operation within the boundaries of prudence and ethics established in Board policies on Executive Limitations.
3.1.6 Comprehensive Association Plan (CAP). CEO will develop an annual CAP outlining plans, targets, and budget to advance the strategic plan. CEO will present the CAP along with the fiscal year budget to the Board during the spring Board meeting each year. CEO will provide a copy of the CAP at least 30 days prior to the spring Board meeting.
3.1.7 Monitoring the CEO’s Performance. Monitoring the CEO’s performance is synonymous with monitoring organizational performance against the Board’s policies on Mission, Vision, Values, and Goals and on Executive Limitations. Any evaluation of CEO performance, formal or informal, should be derived from these monitoring data.
The purpose of monitoring is simply to determine the degree to which Board policies are being fulfilled. Information, which does not do this, will not be considered monitoring. Monitoring will be as automatic as possible while using a minimum of Board time so that meetings can be used to create the future rather to review the past.
Performance may be monitored in one or more of ways:
188.8.131.52 Internal Report. Disclosure of compliance information directly from the CEO
184.108.40.206 External Report. Discovery of compliance information by a disinterested, external auditor, or inspector who is selected by and reports directly to the Board. Such reports must assess CEO performance only against policies of the Board, not those of the external party unless the Board has previously decided that party’s opinion to be the standard.
220.127.116.11 Direct Board Inspection. Discovery of compliance information by a committee or the Board as a whole. This is a Board inspection of documents or activities directed by the Board, which allows a “prudent person” test of policy compliance.
The Board may choose to monitor any policy at any time by any method. This applies to any and all policies of this Manual. For regular monitoring, however, the following reports are requested by the Board at the times indicated:
3.1.8 The Board shall establish effective and regular ways of monitoring compliance with the Limitation Policies, as well as determining monitoring for Ends Policies. All policies that instruct the Executive will be monitored at a frequency and by a method chosen by the Board. The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule. The schedule and responsible party shall be listed with each Limitation policy in Chapter 4. These monitoring reports shall include the appropriate policy, a statement of compliance or non-compliance, and supporting evidence for the statement.
3.2 Annual Performance Review of the CEO shall be done in accordance with the policy delineated in the CEO Evaluation Committee appendix.
3.3 Communication and Counsel to the Board. With respect to providing information and counsel to the Board, the CEO of the Association will keep the Board informed about matters essential to carrying out its policy duties. Accordingly, the CEO will:
3.3.1 Keep the Board aware of relevant trends, anticipated adverse media coverage, material external and internal changes, and particularly changes in assumptions upon which any Board policy has been established.
3.3.2 Submit the required monitoring data in a timely, accurate, and understandable fashion, directly addressing provisions of the Board policies being monitored.
3.3.3 Marshal as many staff and external points of view, issues, and options as needed for fully informed Board decisions.
3.3.4 Present information in simple and summary form.
3.3.5 Provide a mechanism for official Board, officer, or committee communication.
3.3.6 Deal with the Board as a whole except (1) for fulfilling reasonable individual requests for information or (2) for responding to officers or committees duly charged by the Board.
3.4 Dues, Fees and Assessment. The Board shall ensure through delegation to the CEO that membership dues, fees, and other assessments for all categories of membership are reviewed annually.
4. Executive Limitations
4.1 General Guidance. As a membership organization, the Board is committed to increasing the professionalism of its staff. One way to do this is to proactively develop Executive Limitations. This approach is intended to free staff from needing to delay action until the Board can approve each new initiative. This type of policy will be actively reviewed and modified as the Board and CEO work together.
4.2 The CEO of the Association shall not cause or allow any practice, activity, decision, or organizational circumstance that is either imprudent or in violation of commonly accepted business and professional ethics.
4.3 The CEO will not allow an environment that is not professional, welcoming, safe, and productive and not free from harassment, discrimination, intimidation and retaliation.
4.4 Staff: With respect to paid and volunteer staff, the CEO may not cause or allow conditions, which are inhumane, unfair, or undignified. Accordingly, the CEO will:
4.4.1 Take reasonable steps to protect staff and others from unsafe or unhealthy conditions.
4.4.2 Provide staff and others a due process grievance procedure, able to be used without bias.
4.5 NSA Foundation: With respect to fund raising, the CEO should use fund raising activities that advance the Association. Accordingly, these activities should:
4.5.1 Use any prudent, ethical, and legal means to raise funds for the Association.
4.5.2 Uphold the Association’s image in the process of fundraising.
4.5.3 Be in keeping with the Board’s policies on Mission, Vision, Values, and Goals.
4.6 Association Advancement / Marketing and Communication. The CEO shall establish and maintain methods and procedures designed to advance a positive awareness of the Association among members, prospective members, the general public, and others in order to promote Association growth. Accordingly, the CEO will:
4.6.1 Provide a program of marketing and communication and materials that help the Association to be seen as a high quality, comprehensive speaker association.
4.6.2 Allocate resources and provide marketing and communication programs necessary to increase membership and meeting attendance incrementally.
4.6.3 Provide adequate briefings and orientation for prospective and new Board members concerning the role of the Board, officers, staff, and a general overview of Association plans and finances.
4.6.4 Inform the Board concerning relevant trends and issues including material external and internal changes that may affect assumptions upon which any Board policy has been established.
5. Fiscal Management
5.1 The fiscal year is June 1 through May 31.
5.2 Financial Planning. Budgeting in any fiscal period shall not deviate from the Board’s policies on Mission, Vision, Values, and Goals. Further, budgeting shall not risk fiscal jeopardy to the Association or fail to show a generally acceptable level of foresight. Accordingly, the CEO shall provide annual budgets which:
5.2.1 Contain adequate detail to enable accurate projection of revenues and expenses, separation of capital and operational items, cash flow and subsequent audit trails, and disclosure of planning assumptions.
5.2.2 It is the policy of NSA to limit projected expenditures to estimated income in the preparation of the annual budget, within the practical limits of knowledgeable estimating and forecasting. It is recognized that deficit budgeting may be either necessary or desirable under extenuating circumstances, but it shall not be undertaken without the recommendation of the Finance Committee and the approval of the Board of Directors.
5.2.3 Limit the annual debt payments to 5% or less of the annual operating budget. This does not include lines of credit, short term loans, or loans that can be paid back within three years out of regular reserves.
5.2.4 Provide adequate funding for Board prerogatives during the year, such as Board development.
5.2.5 Support Board-stated priorities.
5.2.6 Are derived from a long-term strategic plan.
5.2.7 The NSA Board of Directors has authorized the Chief Executive Officer to make changes, without prior Board approval, to operating funds in an individual budget account as long as the changes do not affect the approved budget’s total. If, as the fiscal year unfolds, it becomes evident that a budget year will show an excess due to either increased revenue or controlled expenses, the Chief Executive Officer is authorized to move up to an earlier start date the next priority initiative in the NSA Strategic Plan or CAP that was previously agreed to by the NSA Board of Directors.
5.2.8 The expenditure of NSA funds shall be consistent with Section 501(c)(6) designation and the IRS formal findings.
5.2.9 The NSA annual audit will be distributed to the NSA Board of Directors. As a matter of policy, NSA conforms to IRS rules on the availability of Form 990 or its replacement.
5.3 Financial Condition. With respect to the actual, ongoing condition of the Association’s financial health, the CEO may not cause or allow the development of fiscal jeopardy. Accordingly, the CEO will:
5.3.1 Protect the assets of the Association by adequately maintaining insurance procedures.
5.3.2 Insure against theft and casualty losses of total assets to at least 80% of replacement value and against liability losses to Board members, staff, or the organization itself to beyond the minimally acceptable prudent level.
5.3.3 Provide bonding that will cover a material loss up to $250,000 for personnel that have access to material amounts of funds.
18.104.22.168 Limit exposure of the Association, its Board, its volunteers, and its staff to claims of liability.
5.3.4 Obtain Board of Directors approval for any contract of greater than 3% of the current annual budget. CEO will negotiate in the best interest of the organization.
22.214.171.124 Contracts between NSA and hotels in fulfillment of its educational and/or member offerings are exempt from this limitation. The CEO will negotiate in the best interests of NSA and has approval to execute hotel contracts in alignment with NSA’s educational strategy.
5.3.5 Allow the receipt, process, or disbursement of funds under the Association’s control sufficient to meet Board appointed auditors’ standards.
5.3.6 Invest or hold operating capital in secure instruments, including insured checking accounts, bonds AA rating or greater, or in non-interest bearing accounts.
5.3.7 Allow appropriate acquisitions and encumbrances. Allow acquisition or disposal of real estate with proper Board approval.
5.4 Compensation and Benefits. With respect to employment, compensation and benefits to employees, consultants, contract workers, and volunteers the CEO of the Association will provide leadership using the highest level of fiscal integrity and sensitivity to the organization’s public image. Accordingly, the CEO may not change his or her own compensation and benefits, neither promise or imply permanent or guaranteed employment, nor establish current compensation and benefits, which deviate materially from the geographic or professional market for the skills employed.
5.5 Finance Committee. Specific responsibilities of the Finance Committee include:
- Monitor and recommend the long-term financial plan and strategy for NSA as outlined in the CAP that ensures the financial viability and growth of NSA based upon the NSA strategic plan.
- Review the budgets and budget forecasts in relation to the goals set forth in the NSA strategic plan and CAP. Makes recommendations to the Board of Directors of any changes to be made.
- Review and monitor the strategy for all permanent reserve and surplus funds to ensure they comply with the Bylaws but are also in line with the current overall strategic plan and CAP.
- Makes reports and recommendations for procedures and policies as requested by the Board of Directors, or that the Finance Committee deems necessary or appropriate for the financial welfare of NSA.
- Approves the selection of the independent auditor and makes a recommendation to the Board of Directors. Holds pre- and post-audit meetings to discuss forthcoming audit plans and subsequent formal and informal auditor recommendations. Reports results to the Board of Directors.
5.6 Investment Policy. NSA wishes to provide financial stability and cash flow in extreme financial times while providing an opportunity for growth in assets. An operating account containing sufficient funds to cover expenses without having to access long term investments will be maintained. The funds will be kept in a liquid checking or money market account. These operating funds are not a part of the investment portfolio discussed below.
Investment funds are unrestricted net assets and are separate from operating funds. However, invested funds should balance our need to provide funds for maintaining operations during times of financial stress as well as provide for the long term (1 to 5 years) appreciation of assets. Therefore, a portion of the investment fund will be targeted as funds to be used for supporting operations in a downturn with a target of a minimum 75% of the average annual operating expense for the previous ten years. This amount will be reviewed annually, balancing the needs of the association against the desire to maintain or achieve the 75% target.
The funds over and above the 75% of annual operating expenses may be used as venture capital or seed money for new programs and services, to be determined ultimately by the Board of Directors.
The objective of this investment portfolio is to maximize returns without exposure to undue risk. It is understood that fluctuating rates of return are characteristic of the securities markets. Recognizing that short term market fluctuations may cause variations in the account performance, the portfolio is expected to compare favorably (net of fees) with the returns of nationally recognized indices measuring the performance of the classes in the existing asset mix of the portfolio such as the DJIA, NASDAQ, Russell 2000 or the S&P 500. NSA rates its risk tolerance as moderate and feels the investment portfolio can tolerate interim fluctuations in market value and rates of return in order to achieve long term objectives.
Funds will be invested in a balanced portfolio of equity and fixed income investments. This allocation is rebalanced as necessary. Income from these investments will typically be reinvested in the investment portfolio, unless specified for other uses by the Finance Committee and Board of Directors. Liquidation of the entire investment portfolio must be approved by the Board of Directors.
An Independent Adviser will be appointed to recommend how the assets are invested. The Finance Committee will recommend the appointment of the Adviser and the investment strategy suggested by the Advisor to the Board of Directors. The Investment Adviser will make a presentation to the Finance Committee at least once per year outlining the investment strategy and performance, as well as provide continued advice on the NSA portfolio allocation. The Board of Directors shall be apprised by the Finance Committee of the status of NSA’s investments on a minimum quarterly basis.
This portfolio will remain invested until the Finance Committee and Board designate some amount for a planned project or program or the need for operating funds is approved.
Funds may not be withdrawn from the investment portfolio without the approval of the Board of Directors. The Finance Committee will review this policy annually. The Board may make changes to this policy at any time.
5.7 Reimbursement of Expenses. With prior written authorization from the CEO, in some cases, volunteers may be made whole for reasonable out-of-pocket expenses incurred in the performance of their duties to NSA. To illustrate good stewardship of NSA resources, the volunteer must follow the NSA travel procedure, including submitting a completed NSA Reimbursement Form within 45 days from the last day of travel.
5.8 Endorsement and Competitors. NSA does not support, recommend, provide space or advertising space, or engage in relationships with any organization or association in conflict with the objectives or values of NSA.
5.9 Financial Disclosure. NSA embraces accountability and transparency as a matter of ethical leadership, as well as legal compliance. We believe financial transparency preserves the trust our members place in the organization and fosters a culture aligned with NSA’s values.
With this philosophy, NSA will post its most recent audited (or reviewed) financial statements, its annual returns (IRS Form 990) for the most recent three (3) year period, and the IRS Determination Letter on a public-facing page on the NSA website. NSA will also post its Conflict of Interest Policy and its governing documents on the NSA website. Additionally, NSA will create and post an Annual Report on the NSA website. The documents will be posted in the same format as the original documents and will be available for access, download, view and print.
Any person who has been a member of NSA for more than six (6) months may send a written request for additional financial information to the CEO. The request must include the intended purpose, with particularity, for each additional piece of financial information requested. NSA will respond to written requests within 30 calendar days from receipt of the request.
6. Board Development
6.1 Review bylaws periodically. The Board Development Committee will conduct a review of the bylaws and present suggested changes to the Board as part of the Agenda of each fall meeting of the Board of Directors.
6.2 Develop, review, and monitor the profile of desired qualifications of new Directors. The Board Development Committee will review and monitor the profile at each fall meeting of the Board of Directors. This profile will be shared with the Board Nominations Committee and used during the nominations process.
6.3 Orient and nurture new Directors. The Board Development Committee will conduct an orientation for new Directors prior to their first Board Meeting.
6.4 Develop ongoing Board training. In the fall Board meeting, the Board Development Committee will develop a plan for ongoing Board training and present it to the Board through the Executive Committee.
6.5 Evaluate annually Board structure and process. The Board Development Committee will review the Board structure, policy, and process annually, and present findings to the Board during the fall Board of Directors meeting.
6.6 Board attendance, donor of record reports, donor of recipient reports, and the enforcement of the conflict of interest policy. The Board Development Committee will review the Board attendance, donor of record reports, donor of recipient reports, and enforcement of the conflict of interest policy and present findings at the fall Board meeting.
Appendix 1: CEO Role Description
The job of the CEO is to execute the NSA Strategy in achievement of NSA’s Mission, Vision, Values and Goals. The CEO’s specific contributions include:
- Planning, organizing, directing, and managing NSA staff, programs, and activities to assure strategic plan objectives are attained, fulfilled, and member needs met;
- Preparing and submitting an annual Comprehensive Association Plan (CAP) which operationalizes the strategic plan along with a supporting budget;
- Providing updates to the Chair, Executive Committee, and Board regarding the CAP, budget achievement, and compliance with policy.
- Ensuring achievement of the overall budget, including managing expenses and developing and growing revenue streams in alignment with the strategic plan and CAP.
Appendix 2: CEO Evaluation Committee (CEC)
Policy: The Chair of the Board of Directors, is authorized by the Bylaws, Article VIII to appoint all Board committees and perform such other duties as are required of the presiding office. Under this authority, the Chair will organize a CEO Evaluation Committee (CEC) and appoint its members for the purpose of reviewing the performance of the CEO of National Speakers Association and to recommend compensation and benefits of the CEO to the full Board through the Executive Committee.
The CEC will be composed of two members, the current Chair of the Board of Directors, and a former Chair of the Board mutually agreed upon by the current Chair and the CEO. If no past Chair is still presently on the Board, the current Chair and CEO will mutually agree to have another member from the current Board of Directors serve on the Committee.
Procedure: The CEC will meet annually and report in writing to the Executive Committee. The CEC shall schedule a personal conference with the CEO within 90 days of completion of the written Performance Appraisal Review Form. The self-evaluation, goals of the CEO, the completed Performance Appraisal Review Form and any other pertinent material will be discussed with the CEO in executive session. Any Board concerns will be identified as well as any concerns the CEO wishes to express. These concerns will be discussed with the CEO only in executive session.
The review will be specific with written results of the review presented to the CEO. The review and written results will be part of the CEO’s personnel file. If the CEO differs with parts of the review and/or its conclusions, the CEO shall share his or her differences with the CEC in writing. These comments shall also be placed in the CEO’s personnel file.
The results of the review and any recommendations, including compensation recommendations, will be shared, as appropriate, in executive session with the Executive Committee and the entire Board. The Board of Directors may or may not engage in further dialogue with the CEO.
Appendix 3: Fiscal Management
To demonstrate compliance with NSA Board Policy 5.2.1 (Projections), the CEO and the Controller will:
- Present the Proposed Program Budget at the spring Board of Directors Meeting and post it to the Board of Directors portal (annually).
- Present cashflow and budget status statements at all regularly scheduled committee meetings and be posted to the Board of Directors portal.
- Present findings and comments from an external auditing firm to the Finance Committee at the Fall Board of Directors meeting (annually).
To demonstrate compliance with National Speakers Association Board Policy 5.2.2 (Budget), the CEO and the Controller will:
- Present the Proposed Program Budget at the Spring Board of Directors meeting (annually).
To demonstrate compliance with National Speakers Association Board Policy 5.2.3 (Debt), the CEO and the Controller will:
- Present the Proposed Program Budget at the Spring Board of Directors Meeting with a line item specifically called out for debt service.
- Present the annual audited financial statements with a line item specifically called out for long-term debt service at the Fall Board of Directors Meeting (annually).
To demonstrate compliance with NSA Board Policy 5.2.4 (Prerogatives), the CEO and the Controller will:
- Present the Proposed Program Budget at the Spring Board of Directors meeting (annually).
To demonstrate compliance with National Speakers Association Board Policy 5.2.5 (Board-stated Priorities), the CEO and the Controller will:
- Present the Proposed Program Budget for approval at the Spring Board of Directors meeting (annually).
To demonstrate compliance with NSA Board Policy 5.2.6 (Strategic Plan), the CEO and the Controller will:
- Present the Proposed Program Budget for approval at the Spring Board of Directors Meeting (annually).
To demonstrate compliance with NSA Board Policy 5.3.2 (Risk Management), the CEO and the Controller will:
- Post a risk management information summary to the Board of Directors portal for review (annually).
To demonstrate compliance with NSA Board Policy 5.3.3 (Bonding), the CEO and the Controller will:
- Post a risk management information summary to the Board of Directors portal for review (annually).
To demonstrate compliance with NSA Board Policy 126.96.36.199 (Claims of Liability), the CEO and the Controller will:
- Post a risk management information summary to the Board of Directors portal for review (annually).
To demonstrate compliance with NSA Board Policy 5.3.4 (Spending Limits), the CEO and the Controller will:
- Present performance indicators at the Board of Directors meeting (annually).
To demonstrate compliance with NSA Board Policy 5.3.5 (Disbursement of Funds), the CEO and the Controller will:
- Present the annual audit with an accompanying management letter at the Fall Board of Directors meeting and post it to the Board portal (annually).
To demonstrate compliance with NSA Board Policy 5.3.6 (Investments), the CEO and the Controller will:
- Deposit operating capital with a fully insured financial institution (as needed).
- Present cash balances and Institutional holdings at the Fall Board of Directors meeting (annually).
To demonstrate compliance with NSA Board Policy 5.3.7 (Acquisitions, Encumbrances and Estates), the CEO and the Controller will:
- Follow the required Board of Directors approved process.
- Present the transaction to the Finance Committee at the next Board of Directors meeting (as needed).
To demonstrate compliance with NSA Board Policy 5.4 (Compensation and Benefits), the CEO and the Controller will:
- Conduct compensation and benefit surveys for comparison purposes (periodically).
- Conduct periodic pricing comparisons and/or bids for consultants, contractors and professional service organizations contracted with the Association (periodically).
Appendix 4: Association Advancement / Marketing and Communication
To demonstrate compliance with NSA Board Policy 4.6.1 (Image), the CEO and the Director of Marketing & Communication will:
- Present the marketing plan to the Board of Directors
- Produce professional quality marketing materials, including the Association website, promoting the Association’s meetings, programs and services.
- Provide samples of marketing materials to the Board of Directors (annually).
To demonstrate compliance with NSA Board Policy 4.6.2 (Enrollment), the CEO and the Director of Marketing & Communication will:
- Coordinate with other departments and volunteers to establish and conduct Member Growth initiatives.
- Report meeting attendance numbers to the Board of Directors at each Board meeting.
To demonstrate compliance with NSA Board Policy 4.6.3 (Orientation), the CEO and the Director of Marketing and Communication will:
- Assist administration and the Board of Directors with development and presentation of orientation materials for prospective and new Board of Directors members (annually).
To demonstrate compliance with NSA Board Policy 4.6.4 (Communication), the CEO and the Director of Marketing and Communication will:
- Monitor trends and issues affecting NSA and its’ members.
- Provide periodic reports to the Board of Directors on changes in the speaking environment and pertinent related fields (at regular Board meetings and other times as warranted).
- Report on significant media coverage of the Association (at regular Board meetings and other times as warranted).
Appendix 5: Board of Directors Profile
The National Speakers Association Board of Directors seek individuals who:
- Are willing to promote the interests of the Association and its needs to any possible donor.
- Are committed to be a generous giver of time, effort, and support as an annual donor of record to the Association.
- Affirm, support, and promote the mission, vision, values, and goals of National Speakers Association.
- Support and promote the successful existence of a high quality, comprehensive speaker association committed the highest level of professionalism and ethical conduct.
- Support a governance process that is focused on outward vision rather than inward administrative preoccupation.
- Support a governance process that encourages diversity of viewpoints, strategic leadership more than administrative detail, clear distinction of Board-Staff roles, and is proactive rather than reactive. BPM 2.1
- Are willing to agree to whatever actions are needed to govern with excellence in regard to matters such as attendance, respect of clarified roles, matters of confidentiality, speaking with one voice, and self-policing of any tendency to stray from governance adopted in Board policy. BPM 2.1.1
- Are not engaged in any activity that would violate the NSA Board of Director’s conflict of interest policy. BPM 188.8.131.52
- Are committed to maintain an accountable to and a healthy working relationship with the National Speakers Association, Board members, staff, members, and its Foundation.
- Are proficient in a category of expertise that supports the mission, vision, values, and goals of the association.
- In their professional lives do not condone, cause, or allow any practice, activity, decision, or organizational circumstance which is either imprudent or in violation of commonly accepted business and professional ethics. BPM 4.2