1. business and industrial
2. company
3. annual report

March 2011
USITT BOARD MANUAL
2011
2
TABLE OF CONTENTS
USITT Mission Statement ............................................................................................................. 3
Role and Responsibilities for USITT Directors .............................................................................. 4
Director’s Code of Ethics .............................................................................................................. 5
Welcome from the Secretary ........................................................................................................ 6
Welcome from the Treasurer ........................................................................................................ 9
USITT Leadership Chart ............................................................................................................. 10
List of current USITT Board Members ........................................................................................ 11
List of current USITT Standing Committee Chairs ...................................................................... 12
Typical Call for Reports, Format ................................................................................................. 13
Request for Board of Directors' Action Form .............................................................................. 15
Typical Agenda for USITT Board of Directors’ Meeting .............................................................. 16
Consent Agenda Information ...................................................................................................... 17
Job Descriptions and Responsibilities of Board Members .......................................................... 18
Officials of the Corporation -- Executive Director ........................................................................ 24
D&O Insurance
....................................................................................................................... 27
Index to the Policy and Procedures Compendium ...................................................................... 28
APPENDICES:
USITT Certificate of Incorporation ...................................................................... Appendix I pg. 31
New York State Department of Law, Charities Bureau, Right from the Start:
Responsibilities of Directors and Officers of Not-for-Profit Corporations ..... Appendix II pg. 43
OTHER REFERENCES:
Board Meeting Minutes of current fiscal year ............................................. BOD Forum, Callboard
Bylaws
......................................................................................................... USITT Website
Employee Manual ...................................................................................... BOD Forum, Callboard
Financial Review (current) ............................................................. (Request from National Office)
Planning document (current) ...................................................................... BOD Forum, Callboard
Policy and Procedures Compendium ......................... BOD Forum, Callboard, and USITT website
Robert’s Rules of Order .................................................. http://www.rulesonline.com/index.html
Standing Committee Policy and
Procedures Compendium .............................. BOD Forum, Callboard, and USITT website
USITT Travel and Reimbursement Policy ............................................................... USITT Website
3
USITT MISSION STATEMENT
The United States Institute for Theatre Technology, Inc. (USITT) connects performing arts
design and technology communities to ensure a vibrant dialogue among practitioners,
educators, and students.
Founded in 1960, USITT’s members include set, costume, sound, and lighting designers; technical
directors; stage and production managers; set, costume, sound, and lighting technicians; properties,
makeup, and special effects craftspersons; architects; theatrical and acoustical consultants; performing
arts educators and staff; and performing arts manufacturers, suppliers and distributors throughout North
America and from forty other countries. This is a not-for-profit Corporation organized and operated
exclusively for charitable, educational, and scientific purposes, and in furtherance thereof and for no other
purpose shall
 Disseminate
information about aesthetic and technological developments in the performing arts and
entertainment industry;
 Sponsor
and participate in national and international projects, programs, conferences, expositions,
research, and symposia;
 Conduct,
encourage, and promote research, education, training, innovation and creativity in the
performing arts in the fields of planning and design, construction, equipment, aesthetics,
presentation, management, and operations;
 Advocate
safe, efficient and ethical practices in the performing arts and work in cooperation with
allied organizations to insure that the interests of the members of the Corporation are represented
internationally, nationally, regionally and locally;
 Develop
and support industry standards to encourage good practices in all aspects of performing
arts design and technical production as well as facility design and engineering;
 Sponsor
national and international exhibits of performing arts designs and technologies including,
but not limited to, scenery, costumes, lighting, sound, media, stage technology and architectural
designs;
 Present
awards for excellence and recognize the contributions made by individuals and
organizations to promote research, innovation and creativity in the performing arts; and
 Publish
and/or distribute to members a journal and such other publications as may be appropriate
from time to time.
United States Institute for Theatre Technology, Inc. is a New York State corporation, incorporated 9/21/60
and is classified by the United States Department of the Treasury – Internal Revenue Service as a 501 (c)
(3) educational organization.
4
Role and Responsibilities for USITT Directors
THANK YOU FOR YOUR INTEREST AND COMMITMENT TO THE ORGANIZATION!
YOUR SERVICE ON THE BOARD WILL HELP US CONTINUE OUR MISSION
Roles as a Board Member
The Board of Directors is a central part of the USITT community, responsible for the
overall governance of USITT’s mission, property, and business affairs. As representatives
of the membership, the Board of Directors as a whole is the primary force guiding the
organization to persuasively articulate its mission and values, to realize its opportunities
for service, and to fulfill its obligations to all its constituencies. The role is threefold:
Trustee – Govern the organization through long-range and strategic planning. In this
capacity, directors monitor USITT programs, policies and procedures in relationship to
the statement of mission, evaluating success based upon objectives and results.
Operational work leading areas of responsibility and committees is also required.
Advocate – Serve as an ambassador to the community, assisting in the creation of a
powerful, positive public image for USITT. Members may advocate for the
organization by speaking out on behalf of USITT at civic functions and private
meetings with individuals, corporations and foundations and by seeking out individuals
and organizations that might support the work of USITT.
Sponsor – Contribute your time, talent, and energy to support the Institute’s mission.
Your Specific Responsibilities as a Board Member are to
support USITT’s mission to connect, or bridge, design and technology communities.
bring expertise appropriate to one or more of USITT’s organizational priorities:
• Internal Relations,
• Financial Development,
• Conferences,
• Communications/Public Relations,
• Governance,
• Commissions
represent to the best of your abilities the interests of all members, regardless of your personal
interest or group.
attend the two annual board meetings and participate in the electronic board meetings
as called.
serve on at least two committees or task forces.
regularly attend the USITT Annual Conference and Stage Exposition and other
programs of the Institute.
maintain a working knowledge of all programs and policies of the organization.
maintain membership in your regional section and attend regional section and
community functions, meetings and events as an ambassador of USITT when
appropriate.
encourage associates to attend and contribute (financially or otherwise) to programs of
USITT.
Time Commitment
It is expected that Board Members personally count USITT among their highest
volunteer priorities.
5
Directors' Code of Ethics
Our Directors sign this code of behavior to demonstrate their commitment to serve as
a governing member of the organization.
As a Director of USITT, I will:

be committed to the mission of USITT;

act in a manner consistent with the mission and vision of USITT;

focus my efforts on the mission of USITT and not on my personal goals;

accept responsibility and share power in order to work as a productive,
cooperating member of the Board of Directors;

avoid conflicts of interest between my position as a board member and my
personal and professional life;

support in a positive manner all actions taken by the Board of Directors even
when I am in a minority position on such actions;

never exercise authority as a board member except when acting in a meeting
with the full board or as I am delegated by the board;

keep confidential matters confidential;

be accountable to the membership and the community, for competent,
conscientious, and effective accomplishment of the obligations of the Board;

ensure that discrimination is never practiced in USITT;

act in a manner consistent with this Code of Ethics despite personal opinions,
values or differences;

attend meetings consistently, prepare for meetings, participate fully, and
otherwise fulfill my fiduciary, strategic and generative obligations to USITT’s
mission and purpose.
Signed____________________________________
Date____________
6
WELCOME FROM THE SECRETARY
Congratulations on your recent election to serve on the Board of Directors of USITT. Your term
of office begins July 1 and we look forward to having you join us on line at BOD Conferences
and to meeting with you at the next in-person USITT Board meeting.
The purpose of this manual is to introduce you to the various ways in which the Board operates
and to help you fulfill your important role as a voting member of the Board of Directors. The
manual contains general information on the Institute’s expectations of its Board members, the
location of various documents of interest, information regarding Board meetings, the structure of
the Institute, and other materials you may find pertinent to your contribution as a representative
of the Institute. There is a location guide to Institute Policies and Procedures included with
which you should become familiar. Information such as bylaws, organizational structure, budget
, and BOD minutes, contained in your USITT Membership Directory or on the USITT or
Callboard websites is not repeated in this manual. You should become familiar with all these
documents.
There are three types of meetings that the Board may hold where voting can occur and count as
legal action. In all three cases a quorum must be present in order for votes to count. A positive
vote would be a simple majority of votes cast by those present (unless a 2/3 vote is required by
the bylaws).
1) A typical BOD meeting – either in person or via Web or conference call – where all board
members are able to hear each other at the same time. Think dialogue and conversation like
you were all together in a room. This can work either of two ways:
First is the most familiar and how our typical in-person or web-based BOD meetings
have been working. A notice is sent out 14-days prior to the meeting, stating date and time for
the meeting. There does not need to be a stated agenda. As long as there is a quorum present
at the meeting, any motion receiving a majority vote would be deemed passed (unless a 2/3
vote is required by the bylaws –amendments to the bylaws, personnel removals, etc.). Minutes
must be kept of such meetings.
The second of this type of meeting you might think of as an emergency situation –
something has come up that requires immediate conversation/Board action and can’t wait 14days. In this case a majority of BOD members have to agree to waive the 14-day notification
period and this must be in writing. This waiver could be done electronically on Callboard forum
or via email or FAX – but not verbally over the phone. If a BOD member “attends” the meeting
without protest before or at the start of the meeting, then he/she is considered to have waived
notice. As long as a majority of the BOD have signed off that the meeting can occur without the
14-day notice period, then business can be transacted by those members present at the
meeting (provided there is a quorum). You do not need 100% sign-off or 100% attendance, just
a quorum for a majority-vote motion to pass. Minutes need to be taken.
2) The third type of meeting the BOD may hold is one where you are NOT in a “same-room”
conversation – such as a vote taken on Callboard. This type of meeting might be used for
routine actions –such as those that are acceptable to a consent agenda. The BOD’s consent is
needed to do something, but it’s totally non-controversial…approving award-winners leaps to
mind. (This is described in the bylaws in Section 6. Action without a Meeting.)
This is a two-step process. (1) Notification of an action-without-meeting request would
be placed on an electronic forum (like Callboard) with a summary of the issue (so the BOD
knows what it’s about). The Board votes on whether they are comfortable acting on the issue
online without benefit of discussion. You are being asked whether a vote can be held in this
7
manner on this issue. (2) If 100% of the BOD agrees to act in this manner, then a motion
would be placed on the forum for a formal vote. The vote must be 100% in favor for the
action to pass. In other words, the vote is so obvious that discussion is not needed – hence
the consent agenda analogy. These votes must also be recorded in minutes, as vote taken on
such and such a day, date. You may also wish to enter them into the record of BOD minutes at
the next “typical” BOD meeting – stating date/time that this action was taken. It would make
record keeping and retrieval of such information much easier in future. Note: The 2010 New
York Not-for-Profit Corporation Law is noted below for your convenience.
708. Action by the board.
(a) Except as otherwise provided in this chapter, any reference in this chapter to corporate action to be taken by
the board shall mean such action at a meeting of the board.
(b) Unless otherwise restricted by the certificate of incorporation or the by-laws, any action required or permitted
to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or
the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the
written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings
of the board or committee.
(c) Unless otherwise restricted by the certificate of incorporation or the by-laws, any one or more members of the
board or any committee thereof may participate in a meeting of such board or committee by means of a
conference telephone or similar communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
(d) Except as otherwise provided in this chapter, the vote of a majority of the directors present at the time of
the vote, if a quorum is present at such time, shall be the act of the board.
Face-to-face Board meetings that take place during the USITT fiscal year (July 1 to June 30)
are typically held during the fall and the Annual Conference. You are expected to attend both of
these meetings. If you cannot attend a Board meeting, please inform the Secretary. If you
cannot attend a meeting in person, you may be able to attend electronically. The Institute
bylaws do not allow proxy voting for Board members so it is very important for you to attend
meetings either in person or electronically, contribute your opinion and vote on discussions and
decisions that affect the Institute’s current and future directions. Prior to each face-to-face
meeting (according to the timeline as shown in "Call for Reports") you will receive information
regarding the meeting schedule and accommodations. Please make your own reservations for
hotel and travel after consulting the Institute's Travel Policy (see USITT Travel Policy and
Procedures located on the BOD Forum, in the USITT Policy and Procedures Compendium, as
well as on the USITT website).
The Fall Board meeting is usually held at the same time and city as the Lighting Dimensions
International (LDI) trade show. Currently every third year it is being held in Syracuse at the
National Office. The spring Board meeting is held during the Annual Conference & Stage Expo.
This meeting usually occurs in two sessions – generally onTuesday preceding the opening day
of the conference and on Friday of the conference week.
Committee or retreat work may scheduled prior to the Board meeting (as indicated in your
agenda). Board members have indicated that they found sitting in and getting involved in these
committee meetings to be an invaluable guide to the workings of the Institute and that this
helped to prepare them better for the business of the Institute at the Board meetings. Except
when committee work is in executive session (only members of the committee may be in
attendance), you are more than welcome to sit in and contribute to any of these meetings.
Electronic/web meetings may be held on a bi-monthly basis.
What to expect at the Board meeting? In compliance with the Bylaws and by accepting the
office of Director, you are expected to attend at all Board meetings either in-person (as indicated
8
above) or electronically. Lack of attendance at Board meetings may call for your resignation
from the Board. Prior to each Board meeting, you will receive electronically a Call for Reports
and the Board packet. The latter also contains the agenda for the upcoming BOD meeting.
Each major Institute area provides a written report of its activities since the last meeting in the
Board Packet. Motions for Action by the Board of Directors are also contained in the packet. It
is expected that you would have read the reports in the Board packet and any other materials
referred to in the Packet prior to the meeting and have whatever questions/commentary you
may wish to ask on a given report or action item ready when that agenda item is reached.
Board meetings are conducted according to Robert’s Rules of Order with the President
presiding. The Institute uses a Consent Agenda format for routine actions of the Board. Details
of how this functions can be found in this Manual under Consent Agenda information. The
Board will consider and discuss these requests for action during the meeting. Oral reports
updating the printed information may also be made during the meeting. As a Board member,
you may (and should) offer whatever comments, questions, or suggestions that you wish on
given items. The meeting order usually follows the Typical Agenda, a sample of which is
included in this manual. Sometimes agenda items are moved to accommodate travel
arrangements. Once the Board meeting is adjourned, and if there are no other meetings
scheduled, your BOD duties for those session is fulfilled.
Non-Board members (staff, contractors, Finance Committee members, interested members) are
usually in attendance at Board meetings (either in-person or electronically for web-meetings)
and may be called upon to make reports; if they wish to offer commentary to the Board, they
must be recognized by a Board member.
If the BOD elects to go into executive session to discuss such things as personnel matters, nonmembers of the BOD will be asked to leave the meeting for that time period.
Each meeting sets aside a time period for board discussion of Institute topics. The topics are
identified at a previous meeting. All Board members are invited to suggest topics that would
benefit from open discussion outside the meeting agenda.
For your protection and protection of the Institute, USITT maintains Association Directors &
Officers Liability insurance. The policy is purchased yearly and provides coverage for all Board
members. A copy is included latter in this manual.
We welcome you to the Board of Directors and look forward to your active participation in the
Institute’s governance.
9
WELCOME FROM THE TREASURER
Congratulations on your election to serve as a Director of USITT. We look forward to your input
and fresh outlook in discussions at the Board meeting.
A copy of the current USITT OPERATING BUDGET will be available from the Treasurer so that
you may have an opportunity to study our current budget picture.
Generally speaking, the fall Board Meeting is the time in which the Finance Committee begins
its work on the budget for the following year. Much of this work is done on line and through
conference calls as necessary among committee members. There is also an in-person Finance
sub-committee meeting held in January at the National Office where a final draft emerges.
Throughout the fiscal year (July 1 - June 30), the Finance Committee reviews the current budget
and any cost center’s requests for additional or emergency funding support. USITT’s
Administrative and Finance Manager sends a current copy of the operating expenses to
committee members monthly
The budget for the year beginning July 1 is usually adopted at the preceding Annual Conference
Board Meeting in the spring.
Depending on the actual dates of the Board Meetings, Budget Reports are presented either in
the "Board Packet" or are distributed during the Board Meeting.
The USITT Financial Statement is given to all Board members for their information and approval
after its completion, usually prior to the Annual Conference Board Meeting.
All Finance Committee meetings are open and we would be very pleased to have your
participation in any of these meetings. On the rare occasions when sensitive topics such as
staff salaries are to be discussed, it would be announced that the meeting is to be held in
Executive Session. Executive Sessions are closed to all except committee members.
11
2010-2011 BOARD OF DIRECTORS – USITT
*OFFICER DIRECTORS 2011 (2012 incoming Officer Directors in parentheses)
Joe Aldridge - President
Carl Lefko - Immediate Past President
(Lea Asbell-Swanger – President-Elect)
Patricia Dennis - Secretary (Sherry Wagner-Henry)
Travis DeCastro - Treasurer
Vice Presidents
Kim Williamson - Commissions (David Krajec)
Mark Shanda - Communications
David W. Will - Conferences
Alexandra Bonds - International Activities (Marketa Fantova)
Michael Mehler - Programming
Martha Marking - Members, Sections & Chapters
Daniel Denhart - Special Operations
NON-OFFICER DIRECTORS
2008 - 2011
Dan Culhane
Mary Heilman
David Krajec
Carolyn Satter
John S. Uthoff
Monica Weinzapfel
2009 – 2012
William Browning
Jonathan Darling
Linda Essig
Mitch Hefter
Brian Reed
Kim Scott
2010 – 2013
Emily Gill
Michael Gros
Pan Leung
Debra Lockwood
Jill Maurer
Stephanie Young
2011 - 2014
Dan Culhane
Jennifer L. Knott
Andi Lyons
Kevin Rigdon
Loren Screiber
Joe Tilford
*Note: The Immediate Past President serves a 1‐year term following the Presidential term in office. The President‐Elect serves a 1‐year term preceding the Presidential term in office. The middle year is vacant.
12
USITT STANDING COMMITTEE CHAIRS as of 10/10/2010
Audit

Dan Culhane, Chair
Awards & Resolutions

Debra Krajec, Chair
Bylaws

Patricia Dennis, Chair
Secretary
Compensation

Joe Aldridge, Chair
President
Annual Conference & Stage Exposition

David W. Will, Chair
Vice-President for Conferences

Michael Mehler
Vice-President for Programming

Daniel Denhart
Vice President for Special Operations
Finance

Travis DeCastro, Chair
Treasurer
International Activities

Alexandra Bonds, Chair

Treva Reimer, Vice Chair for Conference Programming
Membership
Martha Marking, Chair
Vice President for Members, Sections, and Chapters

Nominations

Patricia Dennis, Chair
Secretary
Publications

Mark Shanda, Chair
Vice President for Communications
13
USITT BOARD OF DIRECTORS MEETING
TYPICAL CALL FOR REPORTS
(Posted approximately a month prior to the meeting)
TO:
All Officers, Directors, Commissioners, Committee Chairs, and Section Chairs of
USITT
FROM: David Grindle, Executive Director
RE:
Call and Format for reports for the agendas of the USITT Board meetings, (Date, Time,
Location)
BOARD MEETING SCHEDULE:
The USITT Board Report Packet consists of the final meeting agenda with a copy of the Report
of the Operation of the Institute. This report is compiled by the Executive Director incorporating
the reports from the officers, committees, commissions and regional sections. The final report is
compiled by the USITT Office from the electronically submitted reports. Reports not received
by the deadlines indicated will not be included in the Board Report Packet.
All Reports should be emailed to the National Office at [email protected]
OFFICERS, DIRECTORS, COMMISSIONERS, COMMITTEE CHAIRS, and SECTION
CHAIRS:
Please note: Your report should include any progress made towards the advancement or
completion of current projects as well as any new proposals.
DUE: [date]
The Office will post the Board Packet to the BOD, Commissioners, Publications, and Finance
forums on Callboard. All others can access the Board Packet on the USITT website. The Board Packet
will be sent via US mail to Directors, Commissioners, Committee and Regional Section Chairs who have
indicated to the Secretary that they would prefer to receive their information by mail. [NOTE: Board
members are expected to be familiar with these materials prior to the Board meeting.]
TO BE POSTED: A minimum of 10 days prior to Board Meeting
Addenda may be presented to the Secretary prior to the beginning of the Board meeting in 50
copies. Such reports will be available on an information table in the meeting room and may not
be placed on the Board table or distributed during the meeting. It is hoped that this option will be
kept to an absolute minimum.
Thank you for your cooperation and careful attention to these matters.
14
Please observe the following standard report format as illustrated. Brief, clear, concise,
complete and accurate reports will contribute to making Board meetings more orderly and
businesslike -- yet still permit all necessary business to come before the Board.
[Note: use Times New Roman, size 11 font.]
USITT REPORT FORMAT [Please utilize at least a 3/4" margin all the way around to allow
for insertion into binders.]
1. OFFICE, COMMISSION, COMMITTEE, PROJECT, or SECTION NAME
(i.e., TITLE of reporting entity) IN CAPS
2. DATE OF REPORT IN CAPS
3. SUBMITTED BY: (Name of Officer, Director, Commissioner, or Chair)
IN CAPS
4. INTEREST ITEMS:
a. List serially items that may eventually become Action Items.
b. List items that need thought or input from the Board (i.e., events or actions that do not
involve policy of USITT, but do indicate major undertakings that may/will affect the
Institute).
c. List any projects that you have completed as well as the status of on-going projects.
5. REPORT:
A narrative in concise statements that reflects the work of the reporting party since the
last report. This section must include the work being done to accomplish the long-term strategic
goals. This section might include supportive material and background for any interest item or
further supporting material regarding a proposed Action Item. This section may also be utilized
to discuss future work the group or individual intends to undertake.
NOTE: All ACTION ITEMS should be placed on individual "Request for Board of Directors'
Action" forms (copy following, Word or text versions are available on the Board Forum). These
forms should be the first item(s) in your report.
The form is relatively self-explanatory. Under Issue Brief please provide any support or
rationale necessary to speak to the motion. Further details if necessary might be discussed within
the body of your report. This space should be used as summary. Under Action Requested,
word the statement in the form of a motion to the Board. Indicate whether the item should be
considered as part of the Consent Agenda.
Board members unable to attend the Board meeting, please notify the Secretary, President, or
Executive Director.
15
.
REQUEST FOR BOARD OF DIRECTORS’ ACTION
[Please use one form for each request for action/motion]
Committee/ Commission/ Section/ Office____________________________________________
Chair or Director Name__________________________________________________________
Telephone: Business (_______)___________________ Home (_______)_________________
( ) Please place this item on the Consent Agenda.
( ) Please place this item in the Regular Agenda for Board discussion.
Issue Brief:
Action Requested:
16
TYPICAL AGENDA FOR USITT BOARD OF DIRECTORS' MEETING
I.
Call to Order and Announcements.
A. Introductions.
II.
Corrections and Approval of Minutes of Previous Meeting.
III.
Action and Interest Items
Review and approval of items on the Consent Agenda.
Adoption of Consent Agenda.
A.
B.
C.
D.
President Report
Secretary Report
Treasurer Report
Operations (Executive Director Report)
IV.
Unfinished Business.
V.
New Business.
VI. Final Announcements and Adjournment.
17
CONSENT AGENDA INFORMATION
USITT utilizes the consent agenda format in Board meetings to allow all routine actions of the
Board to be covered by a single motion/action.
Any constituency of the Institute requesting Board action on items must use the Request for
Board of Directors' Action Form. These Action Requests will then be grouped together, with the
supporting documentation, and placed early in the Meeting Agenda. When the consent agenda
item is reached during the meeting, the Chair of the Meeting will ask if someone wishes to take
an item off the Consent Agenda and make it subject to individual discussion and/or action. If
someone makes such a request, that item will be removed from the Consent Agenda and be
brought up in its usual order. At that time normal discussion or debate will occur, and at its
conclusion, board action will follow. Items not taken off the Consent Agenda will be dealt with
collectively with a single motion to approve after the Consent Agenda itself is re-approved with
the remaining items.
In summary, the method of dealing with Board business is as follows:
1)
2)
3)
A separate Request for Board of Directors' Action form is used to summarize each action
requested from the Board of Directors.
Any items that come up after a report has been submitted can be dealt with orally.
Items or issues coming from a Committee, Commission, etc., that should have
significant discussion time, or have Institute-wide policy implications, should be
communicated to the President, so they can be considered and discussed in an
appropriate manner.
18
Job description and Responsibilities of Board Members Draft November 6, 2009 Amended February 19, 2010 ALL DIRECTORS (includes Directors who are also Officers)
Job Description: Director, Board of Directors, USITT
Term of Office: 3 years – renewable for one additional term (except in the case of the President,
President-Elect, and Immediate Past-President.
Method of Selection: Election by Membership
Voting member of the Board of Directors
Function:
 Provide governance to the organization, represent it to the community, and accept the
ultimate legal authority for it
Duty to the Board of Directors:
 Develop, maintain, and routinely update planning and strategy for the viability and growth of
the Institute.
 Approve the Institute's philosophy and review performance in achieving it.
 Serve on Standing Committees as designated by the bylaws and/or the Board of Directors.
 Attend all meetings of the Board of Directors and Committees as assigned.
 Annually review and approve the Institute's plans for funding its strategy.
 Review and approve the Institute's five-year financial goals.
 Annually review and approve the Institute's budget.
 Approve policies.
Duty to the organization:
 Elect, monitor, appraise, advise, support, reward, and, when necessary change, top
leadership and management.
 Be assured that leadership succession is properly being provided.
 Be assured that the status of organizational strength and manpower planning is equal to
the requirements of the long-range goals.
 Approve appropriate compensation and benefit policies and practices.
 Annually review the performance of the Board and take steps to improve its performance
Duty to operations:
 Review the results achieved by management and leadership as compared with the
Institute's philosophy, annual and long-range goals, and the performance of similar
institutions
 Be certain that the financial structure of the Institute is adequate for its current needs and
its long-range strategy
 Provide candid and constructive criticism, advice, and comments
 Approve major actions of the Institute, such as capital expenditures and major program and
service changes
 Check that the Board and its committees are adequately and currently informed -- through
reports and other methods -- of the condition of the Institute and its operations
 Check that published reports properly reflect the operating results and financial condition of
the Institute
19
 Ascertain
that appropriate policies are established to define and identify conflicts of interest
throughout the Institute, and that said policies are being diligently administered and
enforced
 Review compliance with relevant material laws affecting the Institute
20
DIRECTORS who are also OFFICERS
PRESIDENT
Term of Office: 3 years – Non-renewable
Method of Selection: Election by Membership
Voting member of the Board of Directors
Duties:
 Presides at all meetings of the membership and the Board of Directors; coordinates
the scheduling and agendas of the Board meetings with the Executive Director.
 Provides general oversight of the institute; guides and directs the objectives and goals
of the Institute; maintains constant knowledge of activities of all facets of the Institute
 Coordinates relationships of the Institute with other arts service and governmental
organizations in consultation with the Board and the Executive Director
 Maintains a fiscally responsible and responsive corporation in consultation with the
Board and Finance Committees
 Performs such duties as by tradition pertain to the office of the President
 Chairs the Compensation and Planning and Assessment Committees
 Serve as an ex officio member of the Finance Committee
PRESIDENT-ELECT
Term of Office: 1 year – Non-renewable
Method of Selection: Election by Membership
Voting member of the Board of Directors
Conducts Institute business as assigned by the President or the bylaws, usually working on
projects related to the future work of USITT
IMMEDIATE PAST PRESIDENT
Term of Office: 1 year – following term as President
Method of Selection: de facto
Voting member of the Board of Directors
Serves as a member of the Board of Directors, providing the advice and guidance of experience
to the President, the Board, and the Institute
SECRETARY
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:
 Serves as secretary for all meetings of the membership and the Board of Directors
 Records, maintains, and distributes in a timely fashion all minutes of all Board
 Maintains an archive of Board actions, updated following each Board meeting
 Insures the permanent record-keeping of all Minutes, Resolutions, Policies and the like
of the Institute
 Notifies members of the Corporation of special and annual meetings and records and
keeps the minutes thereof
 Maintains and updates the Policy and Procedures Compendium of the Institute;
ensures that all Institute Manuals are updated every three years
21




Keeps the bylaws up-to-date and available to the membership in coordination with the
Bylaws Committee
Chairs the Nominations Committee and supervises the election procedure and the
counting of ballots by the tellers
Chairs the Bylaws Committee
Performs duties assigned by the President and/or Board as appropriate
TREASURER
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:
 Oversees all assets of the institute
 Responsible for the care and custody of the Institute's funds
 Provides financial reports to the Board
 Recommends financial procedures and polices for board action
 Assists with the preparation of budgets and takes an active part in formulating financial
policy.
 Reviews expenses of the Institute to make sure they are within the approved operating
budget
 Chairs the Finance Committee
 Performs duties assigned by the President and/or Board as appropriate
VICE PRESIDENT FOR COMMISSIONS
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:
 Coordinates Commission activities and projects
 Chairs Commissioner Meetings to oversee the development of commission
programming for the annual conference
 Chairs the selection committee for the YD&T awards
 Advocates for the investigation and research performed by the commissions
 Disseminates information about commission activities
 Recommends to the President replacements for commissioners
 Collects, evaluates, and presents the budget requests from all the commissions
 Reports to the Board on the programs and projects of the commissions
 Responsible for maintaining the Commissioners Manual
 Performs duties assigned by the President and/or Board as appropriate
VICE PRESIDENT FOR COMMUNICATIONS
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:
 Integrates the activities and policies developed by the Publications Committee with the
operation of the Institute
 Advocates for the effective dissemination of the investigation and research activities of
the institute
 Coordinates primary publications for the institute including Theatre Design and
Technology, USITT Monograph Series, and Sightlines and supervises the requisite
22




budgets for each
Chairs the Publications Committee
Oversees the Golden Pen award, the Greggs awards, and the juried paper process
Responsible for maintaining the Publications Manual
Performs duties assigned by the President and/or Board as appropriate
VICE PRESIDENT FOR CONFERENCES
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:
 Responsible for the administration of the Annual Conference and Stage Expo and its
budget for USITT
 Coordinates the planning of the Annual Conference & Stage Expo
 Chairs the Annual Conference & Stage Exposition Committee
 Supervises all volunteers and contractors engaged in the operation of the Annual
Conference & Stage Expo
 Attends site visits for potential Annual Conference & Stage Expo sites
 Recommends sites for future Annual Conference & Stage Expo
 Responsible for maintaining the USITT Conference Manual
 Performs duties assigned by the President and/or Board as appropriate
VICE PRESIDENT FOR INTERNATIONAL ACTIVITIES
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:

Maintains and fosters U.S. representation on OISTAT Commissions

Establishes contact and maintains communication with international organizations,
associations and professional groups

Coordinates the international efforts of USITT, including but not limited to, the United
States Center of OISTAT, USITT’s contributions and planning of USITT’s participation
in Prague Quadrennial events, and visits by international guests to the USITT Annual
Conference & Stage Expo
 Serves as the Chair of International Activities
VICE PRESIDENT FOR MEMBERS, SECTIONS, AND CHAPTERS
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:

Responsible for encouraging the growth of the Institute and sustaining its membership

Creates and executes strategies for membership recruitment and retention

Recommends categories of membership, privileges and benefits to the Board for
action

Recommends strategies for membership recognition

Chairs the Membership Committee

Provides liaison to the Regional Sections and from the Sections to the Board,
forwarding recommendations to the Board that concern the members directly

Provides liaison to the Students Chapters and from the Chapters to the Board
23
Channels requests for section or chapter support to the Finance Committee as
necessary

Channels requests for Section and Student Chapter charters to the Board

VICE PRESIDENT FOR PROGRAMMING
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:

Responsible for programs at the National Conference of the Institute including such
programming as the Theatre Technology Exhibit and Design Expo

Coordinates and submits annual project budgets to the Finance Committee

Reports on progress of programming activity and budget status compliance to the
BOD and Finance

Coordinates with VP-Commissions and the various Commissioners, volunteers, staff,
and contracted professional personnel in an effort to eliminate duplication of effort and
continue to secure quality programming for the conference
VICE PRESIDENT FOR SPECIAL OPERATIONS
Term of Office: 3 years – Renewable for one additional term.
Method of Selection: Election by Membership
Duties:
 Handles all special exhibits and events outside the standard programming for the
USITT Annual Conference and Stage Expo, including but not limited to Design Expo
and Tech Expo
 Works closely with the VP-Conferences and VP-Programming
24
OFFICIALS OF THE CORPORATION
EXECUTIVE DIRECTOR:
The Executive Director of USITT serves as the Chief Executive Officer of the organization. The
Executive Director works with the members of the volunteer Board of Directors to develop a
vision for the organization, and to design strategies that will allow USITT to realize that vision.
The Executive Director reports to the President and works in cooperation with the President, the
Board members, and other volunteers to develop and implement the Institute’s strategic and
operational goals and to fulfill its mission and vision. The Executive Director works with the
President to present a unified and cohesive voice to internal and external constituencies.
The Executive Director works with the Board and the professional staff to ensure the Institute’s
active connection to the worldwide performing arts and design and technology communities. As
the spokesperson for the Institute, the Executive Director engages in an ongoing dialog with
organizations, professionals, and educators in the arts to further the Institute’s goals.
Responsibilities
Development Activities
 Assures that development and fundraising activities in the private and public sectors
align with and support USITT’s mission and goals.
 Annually prepares and updates a financial development plan for the review and approval
of the Board.
 Provides innovative direction for implementing and utilizing existing and emerging
technologies.
 Work closely with Board members and staff to ensure continued strategic growth in
annual membership recruitment and retention.
 Enhance membership recognition and retention programs.
Program Planning and Evaluation
 Provides support in strategic initiatives and policy development consistent with USITT’s
mission and goals.
 Develops and utilizes processes for the review and evaluation of strategic initiatives and
policies that align with the priorities set by the Board.
 Develops and applies a process for recommending new programs and/or services
consistent with USITT’s mission and goals.
 Develops and presents a financial plan to support proposed new programs.
 Provides strategic feedback about opportunities and the needs of the industry to the
Board and to the volunteers programming conferences and workshops, as well as to
members of other key committees within USITT.
Communication
 Creates organizational partnerships and strategic alliances to further the goals of USITT.
 Represents the Institute at gatherings of industry professionals and actively seek
opportunities for USITT to connect and engage its worldwide membership with the
performing arts and entertainment industry.
 Provides management oversight of USITT’s image and brand in all external and internal
communications.
25





Develops and maintains clear lines of communication within and throughout USITT.
Assures positive and ongoing internal and external communication with the Board, staff,
contractors, membership as well as with local, regional, and national colleagues,
partners, and the general public.
Communicates Board policies, initiatives, directives, and decisions to staff and
contractors and directs the implementation of such matters.
Reviews, prioritizes, and communicates staff efforts and initiatives to the Board for
consideration and action.
Oversees the management of publications, newsletters, and the preparation of Board
materials.
Finance
 Responsible for the financial management of USITT.
 Assures adherence to effective internal fiscal controls.
 Guides the development of an annual and/or multi-year balanced budget and presents it
to the Board for approval.
 Develops strategies and implements plans to increase private and public funding to meet
USITT’s objectives.
 Assumes accountability for management of all grants awarded to USITT from public and
private sources.
 Has responsibility for the final approval of all contractual agreements.
 Manages all corporation-owned property and safeguards the corporation's interests and
capital assets in a prudent manner.
Management/Leadership
 Provides advice and counsel to the Board of Directors to assist in setting policies and
monitoring the performance of the Institute.
 Responsible for the development and management of volunteer directives as approved
by the Board of Directors.
 Hires and provides direction, assessment, and appropriate facilitation/support for
contractors and professional staff. Ensures that contractors and staff are capable of
producing high-quality programs.
 Creates and maintains a professional team of staff members that exhibit the attributes of
trust, empowerment, and self-direction.
 Nurtures a high degree of flexibility, responsiveness, and multi-functionality within the
Institute.
 Routinely assesses all USITT organizational structures, functions, programs, services,
projects, and activities.
 Conducts at least one annual internal assessment and evaluation of personnel.
 Demonstrates proficiency in conflict resolution.
 Seeks ways to streamline the delivery of programs and services to constituents.
Bylaws: The Executive Director shall serve at the pleasure of the Board and execute its
decisions, including carrying out the corporation’s goals and policies. He/she shall assume the
operational responsibilities of the Corporation and oversee all hiring, firing, and management of
staff and independent contractors. He/she shall also oversee the workflow of the Corporation
and provide final review for all agreements and contracts entered into with the Corporation prior
to the execution thereof. The Executive Director shall serve as a non-voting member of the
26
Board of Directors and attend all meetings to report on the progress of the organization and
answer questions of the board members, subject to the right of the Board of Directors to discuss
certain matters, including without limitation executive compensation and performance, in private.
27
DIRECTORS AND OFFICERS INSURANCE 1995 Statement The USITT carries an Executive Liability and Indemnification Insurance Policy that covers the "United States Institute of Theatre Technology, Inc., and Its Subsidiaries" and "any person who has been, now is, or shall become a Duly Elected Director or a Duly Elected or Appointed Officer of the Insured Organization" while the policy is in effect. In general the policy covers the following: Executive Liability Coverage: The [Insurance] Company shall pay on behalf of each of the Insured Persons all Loss for which the Insured Person is not indemnified by the Insured Organization and which the Insured Person becomes legally obligated to pay on account of any claim made against him, individually or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period for a Wrongful Act committed, attempted, or allegedly committed or attempted, by the Insured Person(s) before or during the Policy Period. Executive Indemnification Coverage: The [Insurance] Company shall pay on behalf of the Insured Organization all Loss for which the Insured Organization grants indemnification to each Insured Person, as permitted or required by law, which the Insured Person has become legally obligated to pay on account of any claim first made against him, wrongfully or otherwise, during the Policy Period or, if exercised, during the Extended Reporting Period for a Wrongful Act committed, attempted, or allegedly committed or attempted, by such Insured Person(s) before or during the Policy Period. [If you wish further details of the policy coverage, please consult with the Treasurer or Secretary.] 28
INDEX TO THE POLICY AND PROCEDURES COMPENDIUM
A note of distinction to all: the term POLICY applies to basic principles and associated
guidelines formulated and enforced that both direct and provide limitations to our
operations. Such policies have passed and been approved by the BOD. The term
PROCEDURE applies to methods of operation within the Institute that are reviewed by
the BOD but do not require Board action at this time.
The highlighted documents may be of special interest to you but you should be familiar
with all documents.
This is still a work in progress – it will be updated later this spring 2011.
Annual Conference and Stage Exposition Committee (SCPPC) ANNUAL CONFERENCE & STAGE EXPOSITION POLICIES/PROCEDURES : Commercial endorsement policy Committee Policy (SCPPC) Computer Room Software Policy Conference Guest Complementary Policy (aka Entitlements)…………………………(inserts 1‐3) Conference policies (includes Conference refund policies)…………………………………………..10 Conference Policy Committee Design Expo Committee[need to move actual committee too] Disaster/cancellation insurance policy Employment Center Operation Report………………………………………………………………………….17 Non‐Affiliated Groups Meeting at Annual Conference Passing out handbills at conference Selection of a Future Conference Site, Procedures for the……………………………………………20 Site Selection Criteria Evaluation Sheet Speaker Reimbursement Policy Tech Expo Committee [need to move actual committee too] USITT‐USA Exhibit Recommendations Appointments Committee Archives Committee Archive Committee Collection Development Policy Archives Contents and Collection Guidelines………………………………………………….………………...27 Audit Committee (SCPPC) Awards & Resolutions Committee (SCPPC) BOARD OF DIRECTORS POLICIES/PROCEDURES: Conflict of Interest…………………………………….…………………………………………………………………34 Directors and Officers Liability Insurance Job description and Responsibilities of Board Members Procedure for removal from office………………………………………………………………….……………48 Board Development Committee Bylaws Committee (SCPPC) COMMISSIONS POLICIES/PROCEDURES: Architecture Commission Goals Commissioners Steering Committee……………………………………………………..……………..…..………………53 Compensation Committee Conference Programming Committee Exhibitors Committee………………………………………..…………………………….………………………………………..57 Fellows Committee Fellows percentage of membership……………………………………………………………………………….58 Posthumous Fellow Policy……………………………………………………………………………………………… Finance Committee (SCPPC) FINANCE POLICIES/PROCEDURES: Commissioners Fund Policy…………………………………………………………………………………………….60 Contingency Funds, Procedure for Use of Delinquent or Non‐Paying Sustaining or Contributing Members Policy Internal Accounting Controls, USITT Policy to Procedures for Contracts, Bids and Agreements……………………………………….………..63 Investment Policy Investment Procedures and Guidelines Journal Expense to Income Ratio Memorial Response and Endowment Fund USITT Guidelines for Allocation and Reimbursement of OISTAT and International Activities Expenses PQ Fund Policy Regional Section Funding Policy and Procedures Services Contracting, Policy for Travel Reimbursement Policy and Procedures………………………………………………………...65 USITT investment funds: Edward F. Kook Endowment Fund New Century Fund Samuel H. Scripps International Fund USITT Fund Fund Development & Outreach Committee Grants and Fellowships Committee………………………………………………………………………………………….85 International Activities Committee (SCPPC) Membership Committee (SCPPC) Regional Sections Formation Guidelines Student Chapter Formation Guidelines NATIONAL OFFICE POLICIES/PROCEDURES: Inventory Job descriptions of Office Staff Whistleblower Protection Policy…………………………………………………………………..…………………….88 Nominations Committee (SCPPC) Planning and Assessment Committee Evaluation/assessment of volunteers Planning for the 21st Century…………………………………………………………………………..…………………..78 PQ Tour Committee PQ Task Force Recommendations Publications Committee (SCPPC) PUBLICATIONS POLICIES/PROCEDURES: Criteria for Adoption of “Publications Available” Guidelines for the Electronic Publication of Official USITT Documents Herb Greggs Award Criteria Mission Statement for USITT Online Mission Statements for SIGHTLINES and TD&T……………………………………………………….………………102 Publications Available Pricing Guidelines Sightlines Insert Policy and Procedures USITT Book Pricing Policy 29
USITT Golden Pen Award Criteria USITT Standards and Guidelines Reprint Policy Public Recognition Committee Special Operations/Exhibitions Committee Standards Committee………………………………………………………………………………………………….………………114 USITT Procedures for Creating Standards Student Liaison Committee Support Activities Committee Tech Olympics Committee GENERAL Anti‐discrimination policy Callboard policy …………………………………………………………………………………………………………………………..118 Code of conduct USITT Code of Ethical Practice……[located and checked in Minutes ‐‐ OK]………………………………….120 Confidentiality policy Environment impact policy Essential Relationship document Internal policy for members to opt in/out of future emails Lobbying policy……………………………………………………………………………………………………………….…………….122 Mass email guidelines Podcast policy Privacy Policy………………………………………………………………………………………………………………….……………..126 Use of mailing list and directory Use of USITT logo and name on awards, swag USITT Procedures and Guidelines Document Visual media policy Workloads for Theatre in Higher Education 30
31
APPENDIX I. USITT CERTIFICATE OF INCORPORATION (state of New York)
The original COI follows. There have been to three subsequent changes to the original
document filed in 1960.
The first in 1966 was a filing of a CERTIFICATE OF CLARIFICATION OF PURPOSES AND
POWER OF UNITED STATES INSTITUTE FOR THEATER TECHNOLOGY, INC.
Pursuant to Section 30 of the Membership Corporation Law.
WE, THE UNDERSIGNED, Donald H. Swinney, President, and Richard D. Thompson,
Secretary of United States Institute for Theater Technology, Inc., a membership corporation,
duly organized and existing under the Membership Corporation Law of the State of New York,
for the purpose of clarifying and making more explicit the language expressing the powers and
purposes of said Corporation, pursuant to Section 30 of the Membership Corporations Law, do
hereby make, sign and acknowledge this Certificate and do certify as follows:
1. The name of the Corporation is UNITED STATES INSTITUTE FOR THEATER
TECHNOLOGY, INC.
2. The Certificate of Incorporation was filed in the office of the Secretary of State of the State of
New York on the 26th day of October, 1960.
3. The particular objects and purposes for which the above-named Corporation was organized
are expressed in Article 2 of the Certificate of Incorporation as follows:
The purposes for which said Corporation is to be formed are:
(a) To conduct research and investigation in the field of theater planning and design,
construction, equipment, presentation, and operation.
b) To combine and conserve the results of such research and investigation and make the
same available to the members of the Corporation.
(c) To publish without profit and disseminate the results of studies undertaken within the
scope and purposes, of the Corporation.'
(d) To assist in the establishment of contact between members of the Corporation, and the
personnel of such members for the better interchange of knowledge in the field of
theater technology.
(e) To recommend practices in the field of theater planning and design, construction,
equipment, presentation and operation, based on the experience of those engaged in
living theater, both dramatic and musical, on all levels as developed by research and
investigation in those fields.
(f) To provide representation and participation in conferences, assemblies, and other
gatherings where matters of theater planning and design, construction, equipment,
presentation and operation are discussed.
No part of the net earnings of the Corporation shall enure [sic] to the benefit of any private
member or individual. No substantial part of the activities of the Corporation shall be for the
purpose of carrying on propaganda, or otherwise attempting to influence legislation. The
Corporation shall not participate in, or intervene in (including the publishing or distributing of
statements), any political campaign on behalf of any candidate for public office.
32
4. However, the above list of the purposes and objects has been felt to be insufficiently explicit
to satisfy the requirements of the Internal Revenue Code of 1954, as amended, as regards to
organizations exempted from Federal income taxation.
5. Consequently, the alteration, proposed and intended to be effected by the execution and filing
of this Certificate consists of the clarifying and making a more explicit statement of the powers
of the above-named Corporation in order to comply with said requirements of the Internal
Revenue Code, and with the regulations promulgated thereunder. The alterations are as
follows:
Paragraph "2" is deleted in its entirety, and the following substituted therefore [sic]:
2. This Corporation is organized and shall be operated exclusively for charitable,
educational and scientific purposes, and in furtherance thereof and for no other purposes
shall:
(a) conduct research and investigation in the field of theater planning and design,
construction, equipment, presentation, and operation;
(b) combine and conserve the results of such research and investigation and make the
same available to the members of the Corporation;
(c) publish without profit and disseminate the results of studies undertaken within the
scope and purposes of the Corporation;
(d) assist in the establishment of contact between members of the Corporation, and the
personnel of such members for the better interchange of knowledge in the field of
theater technology;
.
(e) recommend practices in the field of theater planning and design, construction,
equipment, presentation, and operation, based on the experience of those engaged
in living theater, both dramatic and musical, on all levels as developed by research
and investigation in those fields;
(f) provide representation and participation in conferences, assemblies, and other
gatherings where matters of theater planning and design, construction, equipment,
presentation and operation are discussed.
In carrying out the foregoing purposes this organization shall not engage otherwise than as an
insubstantial part of its activities, in activities which in themselves are not in furtherance of its
exempt purposes.
No part of the net earnings of this Corporation shall inure to the benefit of any private member
or individual. No substantial part of the activities of the Corporation shall be for the purpose of
carrying on propaganda, or otherwise attempting to influence legislation. The Corporation shall
not participate in, or intervene in (including the publishing or distributing of statements), any
political campaign on behalf of any candidate for public office.
In the event of the dissolution of this Corporation, all assets remaining after payment of all
33
obligations shall be distributed exclusively for charitable, educational, and scientific purposes or
to organizations organized and operated exclusively for such purposes and exempt from
Federal income tax under the provisions of Section 501 (c) (3) of the lnternal Revenue Code of
1954, as amended.
IN WITNESS WHEREOF, we have made, subscribed and acknowledged this Certificate this 27
day of August, 1966.
The second one in 1996 allowed the corporation to move out of New York City
4) The Certificate of Incorporation is hereby changed to add a new paragraph 8 which
refers to the service of Process Address:
(8) The Secretary of State is designated as agent of the corporation upon whom process
against it may be served. The post office address to which the Secretary of state shall
mail a copy of any process against the corporation served upon him is:
United states Institute for Theatre Technology, Inc.
c/o Christine L. Kaiser, President
6443 Ridings Road
Syracuse, NY 13206-1111
(5) The corporation shall hereafter be a Type A corporation under section 201 of the NotFor-Profit corporation Law.
The third in 2010 changed the spelling of “theater” in the legal name of the corporation to
“theatre” which is the branded spelling in use for the past 50 years. It also corrected
the address of the Institute to the current one on South Crouse Avenue in Syracuse.
Original 1960 COI follows on next pages:
34
35
36
37
38
39
40
41
42
43
APPENDIX II
NEW YORK STATE DEPARTMENT OF LAW
Charities Bureau
RIGHT FROM THE START
RESPONSIBILITIES OF DIRECTORS AND OFFICERS OF
NOT-FOR-PROFIT CORPORATIONS
ATTORNEY GENERAL ANDREW M. CUOMO
STATE OF NEW YORK
DEPARTMENT OF LAW
CHARITIES BUREAU
120 BROADWAY
NEW YORK, NEW YORK 10271
(212) 416-8401
New York State Attorney General Andrew M. Cuomo is pleased to offer this booklet to assist
current and future boards of directors and officers of New York not-for-profit corporations (and,
by
analogy, trustees of New York charitable trusts) to understand and carry out their fiduciary
responsibilities to the organizations they serve.
Charitable organizations contribute substantially to our society. They educate our children, care
for the sick, preserve our literature, art and music for us and future generations, house the
homeless, protect the environment and much more. The fiduciaries of those charitable
organizations are responsible for managing and preserving the charitable assets that benefit all
of us.
Please read this booklet carefully. It contains general information concerning fiduciary oversight
of charitable assets. The Attorney General publishes another booklet, Internal Controls and
Financial Accountability for Not-for-Profit Boards, which contains more detailed information on
managing a charitable organization and overseeing its assets. That booklet and other
publications of interest to board members may be found at:
http://www.oag.state.ny.us/bureaus/charities/about.html
This booklet is designed to provide guidance to fiduciaries of charitable assets. It is not a
substitute for advice from a qualified lawyer, independent public accountant or other
professional.
44
Whatever their mission or size, all organizations should have policies and procedures
established so that (1) boards and officers understand their fiduciary responsibilities, (2) assets
are managed properly and (3) the charitable purposes of the organization are carried out. A
failure to meet these obligations is a breach of fiduciary duty and can result in financial and
other liability for the board of directors and the officers. The following guidelines are designed to
assist board members in carrying out their responsibilities.
I. WHO MAY JOIN A BOARD?
Board members come from all backgrounds, bringing many different talents to the organizations
they serve. Anyone over eighteen is legally qualified to serve on a board.
II. WHAT SHOULD A PROSPECTIVE BOARD MEMBER SHOULD KNOW BEFORE JOINING
A BOARD?
Anyone considering membership on the board of a not-for-profit corporation should do the
following
before joining:
º Read the organization's certificate of incorporation, application for federal income tax
exemption, by-laws and board and committee minutes for at least the last year to learn
about its stated purposes, activities and concerns.
º Obtain a current list of board and committee members and find out from the board chair
and the organization's chief executive and financial officers what is expected of board
members. Try to determine if the organization is managed by its board or its staff and, if
the latter, how open is the relationship between board and staff. Talk to current and recent
former board members to learn about what the board does and why any former board
members recently left the board. In addition, make sure that the board and committee
meetings are usually well-attended.
º Review the organization's Internal Revenue Service Form 990 or 990 PF and audited
financial statements for at least the last two (2) years as well as its current internal
financial reports to see how the organization uses its assets and to evaluate its financial
health. Is its auditor’s report on its financial statements unqualified? Has the auditor sent
the organization a management letter? Has the Internal Revenue Service recently audited
the organization? What does its report say? Ensure that it is in compliance with all
conditions stated in its federal income tax determination letter.
º Find out if the organization is required to register with the Attorney General's Charities
Bureau and, if so, whether it has registered and filed all required reports. Evaluate whether
the filings, audit reports and other compliance requirements appear to be completed on a
timely basis. Find out whether there are any tax issues or concerns, or notices received
from governmental authorities. Find out what other filings might be required. If the
organization has paid employees, it must file the appropriate payroll tax forms and pay the
appropriate taxes. The organization may also have sales tax and unrelated business
income tax responsibilities.
º Obtain an understanding of the internal control structure of the organization and the
processes in place to monitor it. Determine whether there is a current accounting policies
and procedures manual that is followed. Review the past two (2) years, management
45
letters received from the public accountants and find out what has been done to remedy
any problems identified. (For further information on internal controls and accountability,
please see the Attorney General’s Charities Bureau booklet – Internal Controls and
Financial Accountability for Not-for-Profit Boards. That booklet and other publications of
interest to charitable fiduciaries are available at
www.oag.state.ny.us/chairities/charities.html.
º Understand the organization’s mission, learn about its programs, read its publications, visit
its program sites, look at its website and talk to key staff and major donors. Find out about
its reputation in the community.
º Review the organizational chart and understand the accountability structure of the
organization. Find out the backgrounds of key management and understand the employee
evaluation and compensation processes and due diligence procedures for material
contracts entered into.
º Make sure there is a conflict of interests and code of ethics policy in place and that it is
updated annually.
º Find out what committees the board has established and decide which (if any) to join.
Make sure the committees appear to be sufficient (investment, budget, finance, audit,
compensation, human resources, nominating, governance, etc.).
º Determine who the organization’s auditors are, what their reputation is and what their
performance of the audit process has been.
º Find out if materials to be considered by the board or its committees are distributed in
advance of meetings and whether they provide sufficient information necessary to be part
of the stewardship process. Find out how the meetings are structured; by consent agenda
or other means.
º Obtain the current year’s budget and cash flow projections. Find out how they compare to
actual income and expenses and what processes are in place to monitor these
comparisons.
º Find out whether the insurance coverage appears to be appropriate, including Directors
and Officers’ liability and employee fidelity insurance. The latter is particularly important - it
is surprising how often embezzlement is discovered.
º Be sure to be able to devote the time expected of a board member. Understand any
responsibilities for fundraising, personal giving commitments and other functions expected
of board members. Learn what training (if any) is provided to the board. Joining a board
without sufficient time to devote to its business is often at the root of troubles faced by
many boards. A decision to decline an invitation to join a board because the invited
individual is “over-extended” should be respected.
III. WHAT ARE THE DUTIES OF BOARDS OF DIRECTORS?
While the board is not usually involved in the day-to-day activities of the organization, it is
responsible for managing the organization and must make decisions crucial to the life and
46
direction of the organization, such as adding or removing board members, hiring and firing key
officers and employees, engaging auditors and other professionals and authorizing significant
financial transactions and new program initiatives. In carrying out those responsibilities,
members of a board of directors must fulfill fiduciary duties to the organization and the public it
serves. Those primary legal duties include the duties of care, loyalty and obedience. If the
organization has affiliates or subsidiaries, the legal duty of impartiality, the duty of fairness to all
the charitable interests, may also come into play.
A. Duty of Care
The duty of care requires a director to be familiar with the organization's finances and
activities and to participate regularly in its governance. In carrying out this duty,
directors must act in "good faith" using the "degree of diligence, care and skill" which
prudent people would use in similar positions and under similar circumstances. In
exercising the duty of care, responsible board members should, among other things, do
the following:
º Attend all board and committee meetings and actively participate in discussions
and decisionmaking such as setting of policies. Carefully read the material
prepared for board and committee meetings prior to the meetings and note any
questions they raise. Allow time to meet without senior management present.
º Read the minutes of prior meetings and all reports provided, including financial
statements and reports by employees. Make sure her or his votes against a
particular proposal are completely and accurately recorded. Do not hesitate to
suggest corrections, clarification and additions to the minutes or other formal
documents.
º Make sure to get copies of the minutes of any missed committee or board meeting
and read them timely, suggesting any changes that may be appropriate.
º Make sure there is a clear process for approval of major obligations such as
fundraising, professional fees (including auditors), compensation arrangements
and construction contracts.
º Make sure that board minutes reflect any dissenting votes in action taken by the
board or that any dissenting vote is expressed in writing by letter to the board.
Such records are necessary in order for a board member to disclaim
responsibility for any particular decision. Absent board members must do this
promptly in writing.
º Read any literature produced as part of the organization's programs.
º Make sure that monthly financial charts of accounts and financial reports prepared
for management are available to the board or finance and audit committees, and
that they are clear and communicate proper information for stewardship. Make
sure there is an ongoing actual to budget comparison with discrepancies
explained.
º Participate in risk assessment and strategic planning discussions for the future of
the organization.
º Insure that the organization has addressed the sufficiency of its written internal
financial controls and written policies that safeguard, promote and protect the
organization’s assets and that they are updated regularly. Obtain an employees,
officers and directors fidelity bond to protect the organization from
embezzlement. Have a policy regarding disclosure and identification of fraud
(whether or not material). Make sure a policy for records retention and
47
whistleblower protection is in place. Create a background check policy for
prospective employees.
º Determine whether or not the organization indemnifies its officers and directors
from liability and has directors’ and officers’ liability insurance. If it does, find out
what is covered and what is not. If it does not, find out why.
º Encourage diversity among board members. Diversity will help insure a board
committed to serve the organization's mission with a range of appropriate skills
and interests.
º Be involved in the selection and periodic review of the performance of the
organization's Chief Executive Officer, Chief Financial Officer and other key
employees responsible for the day-to-day activities of the organization. The
board is responsible for ascertaining whether these individuals have the
appropriate education, skills and experience to assume a key position and then
evaluating their performance.
B. Duty of Loyalty
The board should have a written "conflicts of interest" policy so that all members are
aware of the type of transactions that may prohibit them from joining the board. Some
such policies prohibit board members from engaging in any transaction that may result in
even the appearance of a conflict of interest. They should provide for written disclosure
of anticipated or actual conflicts. Directors and officers are charged with the duty to act in
the interest of the corporation. This duty of loyalty requires that any conflict of interest,
real or possible, always be disclosed in advance of joining a board and when they arise.
Board members should avoid transactions in which they or their family members benefit
personally. If such transactions are unavoidable, disclose them fully and completely to
the board.
In order to exercise this duty of loyalty directors must be careful to examine transactions
that involve board members or officers. The board must not approve any transaction that
is not fair and reasonable, and a conflicted board member may not participate in the
board vote. There should be an established code of ethics in place that is updated
annually as well.
Transactions involving conflicts should be fully documented in the board’s minutes, and
conflicts policies and disclosure statements should be discussed with the organization’s
auditors and attorneys.
C. Duty of Obedience
A board has a duty of obedience to insure that the organization complies with applicable
laws and regulations and its internal governance documents and policies, including:
º Dedicating the organization's resources to its mission.
º Insuring that the organization carries out its purposes and does not engage in
unauthorized activities.
º Complying with all appropriate laws, including registering with the Attorney
General's Charities Bureau in New York State, complying with registration and
reporting laws and other applicable laws of all states in which it conducts
activities and\or solicits contributions, filing required financial reports with the
Attorney General, the State Worker's Compensation Board, the State
Department of Taxation and Finance and the Internal Revenue Service, paying
48
all taxes such as Social Security, income tax withholding (federal, state and local)
and any unrelated business income tax. Board members may be personally
liable for failing to pay employees’ wages and benefits and withholding taxes on
employees' wages.
º Providing copies of its applications for tax-exempt status (IRS Form 1023), federal
reports (IRS forms 990, 990 PF, 990 EZ) and its financial reports filed with the
Attorney General’s Charities Bureau to members of the public who request them.
IV. IDENTIFY, UNDERSTAND AND UPDATE THE ORGANIZATION’S MISSION AND
INTERNAL POLICIES
Nonprofit organizations are created to achieve a specific purpose or purposes, such as making
grants to operating charities, setting up a soup kitchen, teaching children to read, providing
health care, supporting cultural institutions, preserving the environment, assisting senior citizens
or one of the many thousands of other charitable activities conducted in our state and our
country. Those purposes, or the mission of the organization, are described in the organization’s
certificate of incorporation and\or by-laws or other constituent document.
If an organization’s purposes are not already clearly stated in one of its organizational
documents, one of the first activities of the board should be to draft a clear statement of the
organization’s mission (which should correspond to its stated purpose to the IRS) and to ensure
that everyone involved with the organization, directors and officers, employees, volunteers, fund
raisers, and professionals, is fully familiar with and understands the mission. Those individuals
plan its future, conduct its programs, raise its funds, make it known to the public, present its
financial records to regulatory agencies and others and give it professional advice. Unless they
fully understand why the organization was formed and what it plans to accomplish, they will not
be able to perform their respective tasks appropriately. The mission should be periodically reassessed and evaluated and amended as needed.
Employees and volunteers should be aware of the organization’s internal controls that impact
their area of responsibility. At the time of adoption or revisions of internal controls, all directors,
officers,
employees and volunteers should be made aware of the organization’s internal controls, given a
copy of the policy and procedures manual, and trained to understand what is expected of them
in carrying out their duties and in advising the organization’s management and\or the board of
directors of violations of the policy. New employees and volunteers should be trained before
they assume their responsibilities.
Periodic review of an organization’s structure, procedures and programs will assist board
members in determining what is working well and what practices the organization might want to
change in order to be more efficient, effective or responsible. BoardSource, Inc. makes it
possible to conduct such a review on line or on paper. The self evaluation is available at
http://boardsource.org/landingpage.asp?ID=34.
V. MONITOR FUNDRAISING CONDUCTED ON BEHALF OF THE ORGANIZATION
Many organizations contract with professionals to raise funds on their behalf. Since the fund
raiser
represents the organization to the public, the selection of a fund raiser is extremely important.
Establishing and following procedures for selection of a fund raiser can avoid future problems.
Such
49
procedures should include:
º Obtaining bids from several fund raisers before entering into a contract. Services and fees
differ, and comparing bids will aid in the selection of the best contractor for the
organization.
º Checking with the Attorney General’s Charities Bureau to see if the fund raisers being
considered are registered and have filed all required contracts and financial reports.
º Asking the Charities Bureau for copies of the fund raiser's contracts with other charities to
determine the services performed for and the fees charged to those charities.
º Consulting Pennies for Charity, the Attorney General’s annual report on telemarketing by
professional fund raisers, to see how much income was received by the charities listed
in the report.
º Asking the fund raiser for references. A reputable fund raiser should be happy to provide
a potential client with the names, addresses and telephone numbers of some of its
clients.
º Contacting some of the fund raiser’s other clients to see if those nonprofits were satisfied
with the services received.
º Find out whether the organization’s fundraising contracts contain the clauses required by
Article 7-A of the Executive Law.
º Reviewing all written solicitations and scripts used by the fund raiser, making sure that
solicitation material appropriately describes the organization and its activities, includes
the name of the organization as registered with the Attorney General and advises
potential contributors that they may obtain the organization's financial report from the
organization itself or from the Attorney General.
º Requiring, as mandated by New York law, that the professional fund raiser and any of its
representatives ("professional solicitors") disclose the name of the specific professional
solicitor and the employing professional fund raiser and state that the solicitor is being
paid to raise funds.
VI. MAKE USE OF AVAILABLE RESOURCES
In carrying out their responsibilities, board members should realize that they need not do it
alone. There are may resources available to assist not-for-profit organizations in fulfilling their
fiduciary duties. In addition to the resources listed in this booklet, many more resources are
available on the Internet and in communities around the state. Inclusion of any particular entity
should not be construed as an endorsement of that entity or the services it renders.
Following are some of those resources:
The Attorney General’s Web site - http://www.oag.state.ny.us/bureaus/charities/about.html posts all forms and instructions for registration and annual filing with the Charities Bureau, links
to other web sites that provide resources for not-for-profit boards and publications of interest to
not-for-profit
organizations. If the material on the Attorney General’s web site does not answer your particular
question, you may make an inquiry to the Charities Bureau by phone or email.
For questions about not-for-profit organizations, contact:
[email protected] or (212) 416-8401
For questions about fundraising professionals, contact:
[email protected] or (518) 486-9797
50
NASCOnet.org - www.nasconet.org - This site is maintained by the National Association of
State
Charity Officials (NASCO). NASCO members are employees of state agencies that regulate
not-forprofit organizations and their fund raisers. The site provides information concerning the
registration and reporting requirements applicable to not-for-profits that conduct activities and/or
raise funds in the various states.
The Internal Revenue Service - www.irs.gov - posts all of its forms and instructions and many
brochures drafted to assist not-for-profit boards in completing their annual financial filings with
the IRS and in carrying out their other responsibilities. If you can’t find the information that you
want on the IRS web site, call its toll-free number - 1-877-829-5500 - set up especially for those
who have questions about tax-exemption and tax-exempt organizations.
GovernanceMatters! - http://www.governancematters.org - GovernanceMatters! is an
organization
whose purpose is to encourage and promote good governance in the nonprofit sector. Its web
site
posts information on good governance, links to other sites of interest to not-for-profit boards and
information about courses and conferences for nonprofit board members.
Alliance for Nonprofit Management - www.allianceonline.org - The Alliance for Nonprofit
Management is a professional association of individuals and organizations whose mission is
improve the management and governance capacity of nonprofits. Its web site includes
information about resources available to not-for-profit organizations.
American Institute of Certified Public Accountants (AICPA) - www.aicpa.org - The
AICPA’s web site has extensive information on accounting standards and procedures. It is a
valuable source of a wide variety of information on accounting issues for board members.
Better Business Bureau (BBB) - www.newyork.bbb.org - The BBB’s New York Philanthropic
Advisory Service publishes standards for not-for-profit organizations that are used in its
evaluations of charities and which are posted on its web site. The standards address issues
such
as governance, financial accounting, program efficiency and public disclosure. The web site
also
contains guidelines for implementation of the standards.
Board Café - www.compasspoint.org - Board Café is an electronic newsletter for members of
nonprofit boards of directors. Board Café offers a menu of ideas, information, opinion, news,
and resources to help board members in carrying out the responsibilities of their board service.
BoardSource, Inc. - www.boardsource.org - has a wide range of material designed to assist
board members in carrying out their duties. Its nine pamphlet “Governance Series”, beginning
with Ten Basic Responsibilities of Nonprofit Boards, is a source of basic information for board
members and includes other suggested resources.
Council of Community Services of New York (CCSNYS) - www.ccsnys.org - CCSNYS is a
statewide association of over 1,000 charitable nonprofit organizations. CCSNYS conducts
51
programs designed to strengthen the nonprofit sector, provide information to donors and
contribute to community-based planning. CCSNYS provides technical assistance, training,
information and group purchasing options for nonprofits. It also provides information to and
conducts and coordinates advocacy on behalf of the New York nonprofit sector. Its web site
contains information concerning membership in CCSNYS and resources for nonprofit
organizations.
Council on Foundations - www.cof.org - The Council on Foundations is a membership
organization of more than 2,000 grant making foundations and giving programs worldwide. It
provides leadership expertise, legal services and networking opportunities, among other
services, to its members and to the general public. Its web site contains information of interest
to not-for-profit boards.
The Foundation Center - fdncenter.org - The Foundation Center's mission is to strengthen the
nonprofit sector by advancing knowledge about U.S. philanthropy. It collects, organizes and
communicates information on U.S. philanthropy, conducts and facilitates research on trends in
the field, provides education and training on the grant seeking process and promotes public
access to information and services through its web site and print and electronic publications and
five library/learning centers.
GuideStar - www.guidestar.org - GuideStar is a national database of that posts financial reports
and
other information on over 850,000 tax-exempt U.S. charitable organizations on its web site. It is
a source of information about the operations and finances of nonprofit organizations.
Independent Sector (IS) - www.independentsector.org - is a national coalition of nonprofit
organizations of all sizes as well as Fortune 500 corporations with commitments to community
involvement. IS advocates on behalf of and provides educational services to the nonprofit
sector.
Lawyers Alliance of New York (LANY) - www.lany.org - LANY is a not-for-profit corporation
whose
staff attorneys and 650 volunteer lawyers from private firms and corporations provide pro bono
legal
services to nonprofit organizations. LANY’s publications provide guidance for organizations in
drafting by-laws, applying for tax exempt status, securing fiscal management and other aspects
of nonprofit governance.
The Minnesota Council on NonProfits (MCN) - MCN is a membership association of over
1300
Minnesota nonprofit organizations that shares information, services and research to educate its
members and the community. The “Info Central” section of its web site
<www.mncn.org/infocentral.htm> contains information of interest to not-for-profit organizations
regardless of their state of formation or location.
The New York State Society of CPAs (NYSSCPAs) - www.nysscpa.org - NYSSCPA is a
membership association of certified public accountants. It has resources available to answer
technical inquiries, offer training in financial and tax areas and provides referrals for audit and
tax services.
52
The Nonprofit Coordinating Committee of New York (NPCC) - www.npccny.org - NPCC is a
nonprofit membership corporation with over 1,200 New York City tax exempt organizations as
members. Its goal is to protect and help the city's nonprofit sector by offering management
services to its members. It also monitors governmental actions on the city, state and federal
level to promote the needs of nonprofit organizations. It holds workshops and roundtables on
managerial and organizational issues. Many of NPCC’s publications are posted to its
Information Databank.
Support Center for Nonprofit Management (Support Center) - http://www.supportctr.org The
mission of the Support Center is to strengthen the capacity of nonprofit and public interest
organizations to fulfill their missions. It provides management training and consulting and
disseminates information and resources to local and national organizations, foundations and
government agencies. The Support Center works directly with Board Leaders, Executive
Directors and their staff to assist them in solving problems and maximizing their opportunities to
carry out successful programs. The Support Center’s web site contains information for nonprofit
organizations and links to other web sites of interest of interest to those who manage nonprofit
organizations.
The Urban Institute - www.urban.org - The Urban Institute is a nonprofit nonpartisan policy
research and educational organization established to examine the social, economic, and
governance problems facing the nation. It provides information and analysis to public and
private
decision makers to help them address these challenges. It maintains extensive databases of
information on the not-for-profit sector.
Volunteer Consulting Group (VCG) - www.boardnetUSA.org - VCG is a nonprofit
organization whose mission is to strengthen the governing and management capability of
nonprofit boards of directors by bringing qualified leadership into service as board members.
VCG assists boards in defining their board recruitment objectives and then conducting a
targeted
search for business, professional and community leaders with the desired expertise, diversity of
perspective and resources. VCG’s web site is a resource designed to enable potential board
members--and nonprofit boards needing leadership--to find each other.
Revised - January 2007