Article IX: Duties of Corporate Officers & Special Officers

Section 1. Executive Director


The duties of the Executive Director shall be:

               

a) To manage and direct all activities of the Association under the supervision of the Board of Governors, and implement all policies, programs and projects approved by the Board, with the right to solicit and rely on the advice of the President in the performance of the foregoing duties.

               

b) To employ, discharge and fix the compensation of all employees of the Association other than that of Officers and Special Officers; provided, however, that the Executive Director may not, without Board approval, enter into an agreement for employment services or any other services that may not be terminated by the Association by written notice of termination, effective not later than three months after the giving of such notice, nor may the Executive Director enter into any severance agreement with any employee without prior written Board approval.

               

c) To keep all expenditures within the scope of the approved budget; to adhere to expenditure limits established by the Board of Governors; and to manage the financial affairs of the Association within the approved budget.

               

d) To define the duties of all employees of the Association to the extent that such duties are not otherwise defined herein.

               

e) To delegate those functions of management as shall, in his or her judgment, be in the best interests of the Association.

               

f) To keep a true record of the transactions of the Association, maintain a duplicate set of the Association minutes, and to maintain and preserve all documents pertaining to the affairs of the Association and his or her office.

               

g) To supervise the receipt of all funds paid to the Association; to deposit said receipts as instructed by the Board of Governors and in accordance with his or her fiduciary responsibilities; and to prepare a monthly financial ­report and submit a copy thereof to each Member of the Board of Governors.

               

h) To receive and process all applications for membership, and maintain an accurate record of all members.

               

i) To serve as publisher of the official magazine and to attend to all matters relating to non-member subscriptions and the sale of copies thereof.

               

j) To prepare an accounting of all funds received and a full and final report of all matters pertaining to his or her office at the end of the fiscal year and render the same to the Association, and have the Executive Director's report and certified public accountants' report printed and made available to the membership at the annual ANA Anniversary Convention.

               

k) To perform such duties in connection with nomination and election of officers as may be ­required by these bylaws.

               

l) To prepare a Policy Manual that sets forth the procedures for conducting the affairs of the Association and submit said Policy Manual to the Board of Governors for review and approval; to maintain and update the Policy Manual as necessary; to submit all changes to the Policy Manual to the Board of Governors for review and approval; and to maintain a copy of the Policy Manual on the Association's website.

               

m) To attend all Board of Governors meetings, unless excused therefrom when his or her compensation and/or performance is discussed by the Board.

 

Section 2. General Counsel


The duties of the General Counsel shall be to provide legal services on behalf of the Association to
the Board of Governors, the Executive Director and the Association as may be requested or required. The General Counsel may appoint local counsel to perform legal services on behalf of the Association in connection with Association conventions and litigation occurring outside of the state of residence of the General Counsel, subject to approval by the Board of Governors, provided, however, that all expenditures for local counsel shall be subject to any limitations imposed by the Board of Governors. The General Counsel shall attend all Board of Governors meetings, unless excused therefrom when his or her compensation and/or performance is discussed by the Board.

 

Section 3. Treasurer


The Treasurer is authorized to review all vouchers and supporting documents relating to payments made by the Association. The additional duties of the Treasurer shall be:

               

a) To advise the Board of Governors, Executive Director and Controller on all matters pertaining to financial accounting, internal controls and investments.

               

b) To serve as a member of the Finance and Budget Committee and the Audit Committee.

               

c) To review all documents prepared by the Association's contracted auditors and report his or her findings to the Board of Governors and the Executive Director.

               

d) To attend all Board of Governors meetings, unless excused therefrom when his or her compensation and/or performance is discussed by the Board.

 

Section 4. Secretary


The Secretary shall take and maintain minutes of all Board meetings. If he or she is unavailable for a Board of Governors meeting, the Secretary may delegate responsibility for taking minutes. The additional duties of the Secretary shall be:

               

a) Within a reasonable time after the conclusion of any Board meeting, to circulate the proposed minutes to the Board Members for review and comment. Thereafter the Secretary shall submit the final form of said minutes to the Board for approval at the next regularly scheduled meeting.

               

b) To be responsible for the accuracy and security of these minutes. A copy of the minutes shall be maintained at Association headquarters, with a back-up copy maintained off premise.

               

c) To keep at the Association headquarters, or such other place as the Board of Governors may direct, the official seal of the Corporation (if any) and the list of members. Unless otherwise provided herein, the Secretary shall give the notices of the meetings of the voting members as provided in these bylaws.

               

d) To maintain a file of all official and legal documents of the Association, with backup copies of said documents maintained off premise.

               

e) To maintain the current charter, bylaws and codes of ethics with all amendments that may be adopted by the Board of Governors, and to ensure that they are available on the Association's www.money.org website and at ­Association headquarters.

               

f) To utilize administrative staff to take Board minutes and transcribe said minutes for dissemination to the Board, or to retain the services of such other person(s) as needed to perform said functions if no such staff person is available. In the event that minutes of Board meetings are taken by a staff mem­ber, the Secretary shall ensure that said minutes are accurate.

               

g) To perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Board of Governors or the bylaws.

               

h) To attend all Board of Governors meetings, unless excused therefrom when his or her compensation and/or performance is discussed by the Board.

 

Section 5. Concurrent Service

 

Elected members of the Board of Governors, the Executive Director and other Corporate Officers are ineligible to serve concurrently as another designated Officer or Special Officer. However, with the approval of not less than six Board members, the Secretary and/or the Treasurer may be appointed and also serve as either the Parliamentarian or the Historian, but not both. Association employees may not serve as Appointed Officers or Special Officers, except that an Association employee shall be permitted to assist the Secretary in the performance of his or her duties at the request of the Secretary.

 

Section 6. Special Officers


The duties of Special Officers shall be as follows:

               

a) Parliamentarian. The duties of the Parliamentarian shall be to attend all meetings of the Board of Governors, to rule on procedure and to advise the presiding officer at said meetings.

               

b) Assistant Treasurer. The duties of Assistant Treasurer(s) shall be to sign checks as required, within the guidelines established by the Board of Governors. Any Assistant Treasurer, prior to signing any Association check, is authorized to review the vouchers and any supporting documents relating thereto.

               

c) Assistant Secretary. The duties of Assistant Secretary (if any is appointed) shall be to assist the Secretary in taking, transcribing and preparing the minutes of Association meetings and such other duties as may be designated by the Secretary.

               

d) Historian. The duties of the Historian shall be to establish, provide and maintain a written, pictorial and/or audio history of the Association.

 

Section 7. Audit Committee


The Audit Committee shall audit such reports and accounts as may be referred to it and report there on to the Board of Governors and the Executive Director. The Board of Governors may retain the services of a Certified Public Accountant or firm of public accountants to audit the books of the Association.