The NAIS Board Committee structure was updated by the board in November of 2014.
Roles of the Officers
According to the by-laws, officers are elected by the membership at the annual meeting and serve one three-year term. The officers are chair, vice-chair, treasurer, and secretary, and each officer "shall have the powers and duties normally associated with the office and such other powers and duties as may be designated from time to time by the Board of Trustees.” The board has adopted the practice of the Governance Committee assuming leadership of the board evaluation process and the vice-chair filling that role for the president's evaluation process.
The NAIS By-Laws, Article VIII, Section 3., provide that “The duties and powers of all committees shall be defined by the Board."
These committees are appointed to perform the ongoing, permanent work of the board.
1. The Equity & Justice Committee
is charged with responsibility for equity and justice initiatives on the board and throughout the organization. As custodian of the diversity and multicultural initiatives mandated by the mission statement, the committee’s directives are:
- To work in a collaborative capacity with staff to foster the principles of equity and justice identified in the mission statement and to ensure that the work of the organization is measured by a template of equity and inclusivity.
- To contribute topics and ideas for continued board growth and development in this area.
2. The Executive Committee
is primarily charged with the planning of the board meetings, and, as provided by the by-laws, is empowered to exercise all powers of the board during the interim between meetings of the board. In addition, the committee is charged with the following specific responsibilities:
- To address any confidential contractual or personnel matters and to consider and approve the president’s recommendations for executive staff salaries, benefits and vacation or leave policies.
- To serve as a resource and sounding board for the president on future planning and any matter on which he may seek advice or counsel.
- To report to the president the results of the annual board evaluation of the president.
- To oversee the overall functioning of the organization.
- To carry on the routine business of the board as necessary in between board meetings (via quarterly teleconference meetings, to which all board members are invited to join).
- To assist the president and the board chair in issue-sorting.
- To review the agenda of committee work and to set the agenda for the full board, after soliciting input from all board members.
3. The Finance Committee
, together with the audit subcommittee, is responsible for the organization’s continued financial health and stewardship of the resources needed to carry out the mission. The Finance Committee oversees budget and overall financial strategy. Specifically, the Finance Committee:
- Works with management to develop integrated, long-term financial strategy, aligning resources with goals and economic realities.
- Monitors financial and economic trends and progress toward strategic financial goals.
- Reviews and recommends for approval:
- Annual budgets prepared by management.
- Investments or withdrawals from the Association’s long-term reserve fund.
- Major financial transactions: e.g., purchase of a company, investment in a new financial venture.
- Monitors periodic “budget to actual” financial reports.
- Coordinates the activities of the subcommittees. Receive reports and provide summary reports to the full board where appropriate.
The Audit Subcommittee
oversees the NAIS annual financial audit process. Specifically, the Audit Subcommittee:
- Selects independent accountants to perform the annual audit.
- Understands the general scope of the audit prior to commencement.
- Meets with the auditor and reviews the results of the audit, including:
- Audited financial statements
- Auditors required communications (“SAS 114 letter”)
- Management letter, if any
- IRS form 990.
- Approves non-audit work to be done by the auditor prior to its commencement.
4. The Governance Committee
is specifically charged with the responsibility preparing the nominations of new trustees and the slate of officers for presentation to the board for a vote. The committee is also responsible for:
- The leadership of the annual board evaluation process.
- The assessment of the nomination and election process and, from time to time, to present recommendations to the board for revision of policies or procedures.
- The initiation of any needed changes to the by-laws.
- The ongoing education and professional development of the board.