Recommended by the Board of Directors April 13, 2018

The ASA Board of Directors proposes the following modifications to the ASA bylaws. The purpose of the changes is to ensure the ASA’s finance-related committee charges are consistent with current best practices and to update some provisions that are either no longer applicable or not reflective of current best practices.

Finance-related committee charges:
Article IX. COMMITTEES
4.a. Audit Committee. The Audit Committee shall consist of the Treasurer, who acts as chair, the chair of the Budget Committee, and the Past President. It shall periodically recommend an audit firm to the Board of Directors; serve as the Board of Directors’ liaison to the Association’s auditors; represent the Board of Directors in discharging its responsibilities relating to the accounting, reporting, and financial practices of the ASA; have general responsibility for surveillance of internal controls, accounting, and audit activities of the ASA; ensure the audit is carried out in a fiscally sound manner; review with the audit firm their audit procedures, including the scope and timing of the audit, the results of the annual audit, and any accompanying management letters; assess the adequacy of internal controls and risk management systems; review the IRS Form 990, 990-T, and Virginia Form 500; review the document destruction and whistleblower policies; and review material about any pending legal proceedings involving the ASA. recommend an audit firm to the Board of Directors. It serves as the Board of Directors’ liaison to the Association auditors. It is responsible for seeing that the audit is carried out in a fiscally sound manner and that reports are prepared as needed by the Board of Directors.

4.b. Budget Committee. The Budget Committee shall consist of the three Vice Presidents and Treasurer, the latter ex officio without vote. The senior Vice President shall serve as chair of the committee. It is responsible The Committee shall annually recommend the operating budget for the coming fiscal year, including the Association staff compensation budget (salaries and fringe benefits), for action by the Board of Directors; periodically review the Association’s financial results in comparison to the budget; and periodically assess the facilities needs of the Association home office. for annually proposing the budget for the coming fiscal year. It is responsible for annually recommending a budget for action by the Board of Directors. It is also responsible for annually evaluating the capital budget, the salary classification structure, and the fringe benefits for the Association staff. It shall also periodically review the incomes, expenditures, and allocations during the year for consistency with the budget; the accounting system employed and the budgeting process; and the facilities need of the Association home office. If it so chooses, the Board of Directors as a group may serve as the Budget Committee.

5.d. Finance Investments Committee. The Finance Investments Committee shall recommend to the Board of Directors, and assess adherence to, investment guidelines that will improve the safety, return, reporting, or management of the investment accounts; periodically review the holdings in the investment accounts of the Association; assess appropriate benchmarks for investment performance; evaluate the performance of the investment managers and consultants; recommend to the Board of Directors, as appropriate, steps that will improve the safety, return, reporting, and/or management of the investment accounts; and such other matters related to the financial performance of the Association as the Board may assign from time to time.recommend long-term financial planning, supervise the investments of the Association, and carry out other duties as determined by the Board of Directors. The Finance Committee shall consist of the Treasurer as chair and six full members, each serving a three-year term, designated by the President-Elect.

Other revision recommendations:

Article X. PUBLICATIONS
4. Directory. At suitable intervals, the Association shall make available a directory of its members. At suitable intervals, the Constitution and By-Laws of the Association shall be published.

Article II. FINANCE
3. Authority. All funds of the Association shall be deposited with the Treasurer, who shall make disbursement therefrom under regulations of the Board of Directors. The Treasurer shall have authority to purchase securities with funds that the Board of Directors has designated for investment and to sell such securities, but such purchases and sales shall be made only in accordance with such guidelines as the Board of Directors shall prescribe.

The Board of Directors may appoint full members of the Association residing outside the United States to serve as depositories for funds.

With the approval of the Board of Directors, the Treasurer may delegate the powers listed in the first paragraph of this section, as well as the power to sign checks and to access safe-deposit boxes.

4. Surety Bonds. All persons who are responsible for the disbursement of funds shall be insured by a surety and performance bond in amounts and with companies approved by the Board of Directors. Fidelity: All persons who are responsible for the disbursement of funds shall be held as covered under a blanket Employee Dishonesty policy at limits approved by the Board of Directors.

10. Indemnity. The Association shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of serving at the request of the Association as a director, officer, employee, or agent of another organization, against all judgments, penalties, fines, and settlements, and against all reasonable expenses, including attorneys’ fees, actually incurred in connection with such action, suit, or proceeding, to the fullest extent permitted by Massachusetts law, except if the actual or potential liability is due to the person’s own negligence or gross negligence, or criminal misconduct, or action in violation of ASA rules or policies.

Note: In accordance with the bylaws, the membership shall have 75 days to review and respond to any proposed change. Please direct comments to the executive director and ASA secretary by September 15, 2018. Member comments will be shared with the ASA Board of Directors before further action regarding these changes is taken.