PE&RS July 2016 Public - page 504

July 2016
Section 10. Region Officers Council
The Region Officers Council shall consist of two representa-
tives from each Region selected by the Region members based
on the Region’s Operating Procedures. The Chair of the Coun-
cil shall be a full voting member of the Board of Directors.
Section 11. Student Advisory Council
Membership in the Student Advisory Council shall be open
to all Society members with the Student distinction. The Stu-
dent Advisory Council shall focus on introducing members
with the Student distinction to the mission, goals, activities,
and professions represented by the Society. In addition, the
Council shall actively develop and promote activities that
support these members and give feedback to the Board of Di-
rectors on the best way to serve this segment of the member-
ship. The Chair of the Council shall be a full voting member of
the Board of Directors.
Section 12. Technical Division Directors Council
The Technical Division Directors Council shall consist of the
Directors and Assistant Directors of the Technical Divisions
of the Society. The Chair of the Technical Division Directors
Council may be a Director, an Assistant Director, and/or a
sitting Chair whose term has not yet expired. The Chair of
the Council shall be a full voting member of the Board of Di-
Section 1. Appointment
The President, with the approval of the Board of Directors,
shall appoint such Society Permanent Committees, Standing
Committees, and Task Forces as may be required by the By-
laws, or as may be necessary. Committees and Task Forces
shall report to the Board of Directors through the President.
Notwithstanding any other provision in this Article IX, no
Committee or Task Force shall (a) approve or recommend to
members action which the Virginia Nonstock Corporation Act
or these Bylaws require to be approved by members; (b) Fill
vacancies on the Board or on any of its committees; (c) amend,
adopt or repeal the Society’s Articles of Incorporation or these
Bylaws; or (d) approve a merger, subsumption or dissolution
of the Society.
Section 2. Permanent Committees
Permanent Committees are appointed by the President, with
the approval of the Board of Directors, to address primary
Society activities of governance and finance, and insure
continuing Society structure for support, development and
maintenance for programs. Permanent Committees report to
the Board of Directors. There shall be the following Permanent
Committees: Audit, Governance.
Section 3. Standing Committees
Standing Committees may be developed as needed and are
appointed by the President, with the approval of the Board
of Directors, to address primary Society activities and
insure continuing support, development and maintenance
for programs. Standing Committees report to the Board of
Directors at least annually. They may be created and dissolved
by the Board with a two-thirds vote of the Directors present at
a duly convened Board meeting.
Section 4. Task Forces
Task Forces of any size may be formed by the President to un-
dertake a single task and are automatically terminated upon
completion of that task. Assignment of tasks to Task Forces
shall be in the form of a written charge from the President to
the Chair with copies to members of the Board of Directors.
Section 5. Joint Committees
When considered to serve the interests of the Society, the Presi-
dent, with the approval of the Board of Directors, may establish
Joint Committees with other organizations for treating mat-
ters of common interest within the limits of the Bylaws.
Section 6. Audit Committee
The Audit Committee shall consist of a minimum of the Treasur-
er and two ASPRS Board members appointed by the President.
The Treasurer shall serve as the Chair. At least the Chair or
one member of the Audit Committee must be generally knowl-
edgeable about accounting and finance matters. The Executive
Director shall provide information and support to the Committee
but shall not participate in the Committee’s decisions.
The Audit Committee shall observe best practice in recom-
mending the change in the independent outside audit team;
solicit and review proposals from prospective audit teams;
provide a documented recommendation to the Board for selec-
tion from among the best candidates; meet with the contract-
ed auditor to review the scope of work for the annual audit;
and meet with the auditor at the completion of the audit to
review the resulting report including any accompanying man-
agement letter. The Committee shall have the authority to en-
gage other advisors as it deems necessary and must approve
in advance any non-audit services procured by ASPRS from
the outside auditor. The Committee shall provide a report to
the Board prior to Board action on the annual audit.
Section 7. Governance Committee
The Governance Committee shall consist of the five most
recent and available Past Presidents of the Society. The Im-
mediate Past President, one of the five members of the Gov-
ernance Committee, shall be the Chair. The next most im-
mediate Past President available shall serve as Chair in the
event the Immediate Past President is unable to do so. The
Governance Committee shall transact business to ensure that
critical management functions of the Society are fulfilled pro-
fessionally, including, but not limited to, the following:
ASPRS Bylaws
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