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					              Policy and Governance
                      Manual


                             Approved June 2003
            Updated August 2004, January 2005, June 2005, June 2006




The Executive Committee shall review and maintain a Policy and Governance Manual which shall detail
the methods by which APIC shall be operated. In the event of a conflict between the bylaws and policy
and procedure manual, the bylaws shall govern. The Policy and Governance Manual may be modified by
the Board of Directors by majority vote. (Bylaws language approved by Board of Directors June 2004)


                                                                                                   1
The management staff maintains an Operations Manual which details the internal operations of the
APIC. It is developed with assistance of appropriate committees and approved by the Executive
Director.




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                                                                        Table of Contents
PURPOSE ........................................................................................................................................................................... 5

VISION ................................................................................................................................................................................ 5

MISSION ............................................................................................................................................................................. 5

CORE VALUES .................................................................................................................................................................. 5

ASSOCIATION OFFICE .................................................................................................................................................. 6
   MANAGEMENT .................................................................................................................................................................. 6
NOMINATION PROCESS ............................................................................................................................................... 9
   CALL FOR NOMINATIONS .................................................................................................................................................. 9
   PROCESS ............................................................................................................................................................................ 9
   ELECTION.......................................................................................................................................................................... 9
BOARD POSITION DESCRIPTIONS.......................................................................................................................... 11
   PRESIDENT ...................................................................................................................................................................... 11
   PRESIDENT ELECT ........................................................................................................................................................... 11
   PAST-PRESIDENT ............................................................................................................................................................. 11
   DIRECTOR ........................................................................................................................................................................ 12
ANNUAL CALENDAR ................................................................................................................................................... 12

CONFLICT OF INTEREST .......................................................................................................................................... 13

DISCLOSURE REGARDING CONFLICTS OF INTEREST FOR ........................................................................... 15

APIC BOARD OF DIRECTORS MEMBERS ............................................................................................................... 15

BUDGETING AND FINANCIAL MANAGEMENT .................................................................................................. 16
   FISCAL YEAR ................................................................................................................................................................... 16
   CORPORATE/TAX STATUS ............................................................................................................................................... 16
   ANNUAL BUDGET ........................................................................................................................................................... 16
   MONTHLY FINANCIAL STATEMENTS ............................................................................................................................... 17
   AUTHORIZED CHECK SIGNERS ......................................................................................................................................... 17
   RECORD RETENTION ....................................................................................................................................................... 17
EXPENSE REIMBURSEMENT ................................................................................................................................... 17
   POLICY............................................................................................................................................................................. 17
   REASONABLE EXPENSES ................................................................................................................................................. 17
   EXPENSES NOT REIMBURSABLE ....................................................................................................................................... 18
   EXPENSE REIMBURSEMENT FORM ................................................................................................................................... 18
   AUDIT GUIDELINES ......................................................................................................................................................... 19
   TAX RETURNS ................................................................................................................................................................. 19
   SELECTION OF CPA AUDIT FIRM ..................................................................................................................................... 19
     CPA Credentials............................................................................................................................................................. 19
     CPA Audit firm duties and responsibilities.......................................................................................................................... 19
     Board Responsibilities ....................................................................................................................................................... 19
     Finance Committee Responsibilities Regarding Audits ............................................................................................................. 20
   CONFERENCE COMMITTEE .............................................................................................................................................. 22



                                                                                                                                                                                      3
      Mission.......................................................................................................................................................................... 22
ANNUAL EDUCATIONAL CONFERENCE.............................................................................................................. 22
   DATES ............................................................................................................................................................................. 22
   SITE SELECTION .............................................................................................................................................................. 22
   CONFERENCE ATTENDANCE ........................................................................................................................................... 22
   CONFERENCE COMMITTEE RESPONSIBILITIES ................................................................................................................. 22
      Conference Chair(s) .......................................................................................................................................................... 22
      Association Staff ............................................................................................................................................................. 22
   APIC POLICY ON SPONSORSHIPS ..................................................................................................................................... 23
   410     LEGAL AND REGULATORY COMMITTEE............................................................................................................... 24
      Mission.......................................................................................................................................................................... 24
   415     PRIVATE WEALTH MANAGEMENT < $10 MILLION COMMITTEE .......................................................................... 24
      Mission.......................................................................................................................................................................... 24
   420     PRIVATE WEALTH MANAGEMENT COMMITTEE >$ 10 MILLION/ULTRA HIGH NET WORTH COMMITTEE .......... 24
      Mission.......................................................................................................................................................................... 24
   425     STEERING COMMITTEE ........................................................................................................................................ 24
      Mission.......................................................................................................................................................................... 24
   430     TECHNOLOGY COMMITTEE MISSION ................................................................................................................. 24
   435     RESEARCH AND EVALUATION COMMITTEE ......................................................................................................... 25
      Mission.......................................................................................................................................................................... 25
   440     FOUNDATION & ENDOWMENT > $25 MILLION/CIC COMMITTEE ...................................................................... 25
      Mission.......................................................................................................................................................................... 25
      Mission.......................................................................................................................................................................... 25
   450     CORPORATE SERVICES COMMITTEE ..................................................................................................................... 25
      Mission.......................................................................................................................................................................... 25
   MEMBERSHIP COMMITTEE ............................................................................................................................................... 27
      Mission.......................................................................................................................................................................... 27
APIC MEMBERSHIP ...................................................................................................................................................... 27

MEMBER INFORMATION CONFIDENTIALITY NON-DISCLOSURE ............................................................. 27
      Mission.......................................................................................................................................................................... 29
      The Oracle ..................................................................................................................................................................... 29
ORACLE NEWSLETTER .............................................................................................................................................. 29
   EDITOR ............................................................................................................................................................................ 29
   DEADLINES ..................................................................................................................................................................... 29
   CALENDAR ...................................................................................................................................................................... 30
   OFFICE/COMMITTEE REPORTS ......................................................................................................................................... 30
   GENERAL INFORMATION ................................................................................................................................................. 30
   1).   ELECTRONIC COMMUNICATION CONDUCT SUBCOMMITTEE ................................................................................ 30
   2).   EXPECTATIONS .................................................................................................................................................... 31
   3).   VIOLATIONS AND COMPLAINT PROCESS .............................................................................................................. 32
   5).   TEAM MEMBERS .................................................................................................................................................. 33




                                                                                                                                                                                       4
PURPOSE

APIC is a community of colleagues, fostering professionalism, through a culture of consulting.

VISION

In a dynamic world, our clients, our firm and our industry need professional financial consultants who
respond to their needs with customized comprehensive solutions. The quality of advice will be measured
by the successful attainment of client objectives. We use an academically sound consulting process and
resolve to stand for high personal and professional ethics.

Our association supports an atmosphere of intellectual accomplishment and encourages reciprocal
exchange of ideas. Our passion for perfection enhances the financial consultant’s effectiveness and the
quality of the client’s experience.

APIC is the communication link between unified financial consultants and Smith Barney’s senior
management. APIC is designed to ensure the effective development and evolution of our resources so
we maintain our competitive edge as financial consultants and as a firm.

MISSION

APIC advocates for our standards and for our members’ needs; innovates to provide creative solutions
to client problems; educates to raise the skill of its members and communicates to support free
interchange of our best practices, ideas and information, and to build the collective wisdom of our
members and our association.

CORE VALUES

Client Centric: We believe our clients expect and deserve to receive solutions built upon objective,
cutting-edge, professional advice.

Integrity: We commit to the highest standards of ethical behavior. We avoid conflicts of interest and
strive for transparency with clients and colleagues.

Collaboration - As professional colleagues, we strive to be academically inquisitive thinkers and share
our intellectual capital.

Innovation: Through our educational programs and exchange of ideas, our goal is to provide state-of-
the-art solutions for our clients and our consulting practices.

Advocacy: We are dedicated to being a positive influence within our firm and the investment consulting
industry. Our association is a unified voice representing the business needs of the membership.




                                                                                                     5
110    Management
Association Office

The Association Office is maintained in a location convenient for the operation of the Association
Manager.

Management

A professional management company (Association Manager) manages business affairs of the
Association.

The APIC office is staffed on a daily basis, with phone service available from 9:00 am - 5:00 pm Eastern
Time. A voice mail system is in place for phone messages at other times and is regularly monitored.
The office is closed according to the Federal holiday system.

The Association Manager provides such office equipment and general supplies as needed to conduct the
operation of APIC, including computer/data processing capability, phones, fax, photocopiers and
related equipment. Maintains permanent records of the association, including but not limited to
incorporation, tax status, legal standing, audits, taxes and membership records. Archiving of records is
in accordance with the IRS and other related legal requirements.

The Association has contracted for the following services:

Scope of Work

Function as a Liaison with the Board of Directors and leadership regarding management issues. Prepare
for and coordinate a monthly Board of Directors teleconference call meeting.
 Work with APIC President to establish the agenda and distribute it to the Board on a timely basis
    (generally one week prior to the meeting, with appropriate background information.)
 Set-up conference call and on-site meetings as necessary.
 Provide advice and counsel to the Board of issues of policy and program management during
    meetings.
 Record minutes of the meetings and provide a draft to the President and Board Secretary within a
    week after the meeting; distribute the minutes to the Board following approval of the draft by the
    President and Board Secretary.
 Communicate as needed decisions and assignments to staff and association leadership to implement
    the direction of the Board.

Executive oversight of staff activities and implementation of the agreed upon work plan and program
activities.
 The association management company prepares an annual work plan outlining the program of the
    association and associated time frames and responsible individuals for approval by the Board of
    Directors at the time of approval of the annual Budget. The work plan reflects the priorities
    established within the annual Budget.
 Supervises the work of the staff employed by the association management company that are
    assigned to APIC to ensure that the elements of the work plan are accomplished in a timely fashion.


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   Staff assistance is provided to APIC committees including the arrangement of conference calls and
    distribution of meeting notices. Executive will directly work with the Board, Audit Committee,
    Conference Committee and Steering Committee. Except as noted elsewhere in this scope of work
    or the approved work plan staff assistance is not available to work on projects not currently agreed
    upon. Any committee special requests for staff assistance is subject to the approval of the Executive
    Committee.

Oversee fiscal administration of the association, including
 Establish and maintain banking and investment accounts in the name of APIC.
 Work with the APIC Treasurer to ensure that reserve funds are managed appropriately to ensure
   reasonable returns for the benefit of the association.
 Record receipt of all deposits on a weekly basis.
 Record all payables as received, process disbursements as they are due.
 Prepare monthly bank reconciliation.
 Reconcile credit card payment processing statements and ensure that such amounts compare
   favorably with remittances as they are received.
 The APIC Treasurer, auditor and Audit Committee will be provided with a comprehensive set of
   fiscal/management reports on monthly basis. Such reports will be provided within twenty days of
   close of the month. Reports will be prepared according the specifications determined by the APIC
   Treasurer.
 Assist with the conduct of an external audit including preparation and compilation of reports and
   documents requested by the accounting firm, review all reports and tax returns prepared by the
   accounting firm and ensure the timely filing of all appropriate tax returns and filings.
 Assist the Treasurer and Audit Committee in the preparation of proposed budgets for approval by
   the Board of Directors, which include comparative and explanatory information.
 Report on a timely basis to the Treasurer any unanticipated budgetary deviations above 10% or
   more and greater than $500.00 than originally budgeted.

Assist with membership processing activities.
 Maintain appropriate membership information within the APIC database.
 In conjunction with the Membership Committee, prepare and provide to the Board of Directors
   periodic reports on the status of members, including new, renewing, non-renewing and prospects.
 Provide prospective members with appropriate marketing materials and assist current members with
   maintaining their membership as appropriate.
 Process new and renewing members in accordance with policies established by APIC’s bylaws and
   Board of Directors.
 Send membership renewal notices/invoices according to the schedule established by APIC.

Provide editorial and publications assistance as needed, with particular attention given to “The Oracle”.
 Develop a editorial/publications calendar for APIC publications, in particular the Oracle.
 Assist members with the preparation of articles, ghostwriting of President’s Message and related
   articles, announcements, and other editorial for the Oracle. Coordinate with designated
   representative for approval of any copy that is technical in nature.
 Work with layout and printing company to ensure timely publication of the Oracle on a quarterly
   basis.




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Manage and coordinate all activities with regard to the APIC Annual Education Conference.
 Research appropriate meeting sites, conducting site inspections and other related reviews in
   accordance with Board policy.
 Negotiate appropriate contracts for hotel rooms and space, exhibit space, food and beverage, audio-
   visual equipment, tours, and related services. Serve as principal contact with all meeting related
   vendors.
 Prepare a conference budget for approval by the Conference Committee and Audit Committee.
 Assist the Conference Committee in the development of the program content, confirmation of
   speakers, arrangement of necessary travel for speakers, and related activities at the conference.
 Prepare registration-marketing materials and distribute to members on a timely basis.
 Conduct advance and on-site registration, send registration confirmation letters and prepare
   registration reports.
 Develop meeting master schedule, including room assignments/set-ups, audio-visual, food and
   beverage and related arrangements and provide on-site logistical coordination.
 Conduct attendee evaluation and prepare a summary report
 Prepare a post-conference report, including financial reports within 60 days following the end of the
   conference.

Manage and improve the APIC Website, working with the association’s internet service provider as
needed.
 Work with designated APIC member and website vendor to coordinate the regular and timely
   updating of material and information on the site.
 Maintain as needed the various association list serves and related electronic communications
   vehicles.




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130    Governance/Board of Directors
Governance Committee

Mission

The mission of the Governance Committee is to add value to the Board by institutionalizing best
practices in Board governance and working to ensure the Board adopts the most up-to-date and relevant
policies. It does this by regular self-evaluation, challenging the Board to critically examine its own work
and recommending changes when necessary.

Nomination Process

Nominating Committee:

The Nominating Committee is responsible for implementing the provisions of the Bylaws with regard to
the election of the Board of Directors.

Call For Nominations

A call for recommendations for nomination will be sent to members electronically.

Process

A voting member may recommend himself/herself or another voting member for a board position.

A candidate must have been contacted by a member of the Nominating Committee and expressed a
willingness to serve if nominated and elected.

Each candidate will be asked to write a brief statement on what they would hope to accomplish if
elected.

The Nominating Committee will determine nominees and their submissions will be distributed before
the general election. The Nominating Committee shall nominate at least one candidate for each of the
vacancies on the board.

Election

A ballot will be sent electronically to all voting members at least 45 days before the annual conference.
Ballots must be returned no later than 30 days before the conference. Ballots will be tabulated by the
association staff. The tabulated results will be given to the Nominating Committee and the ballots held
in the association office for two years before destruction.

The elected board members will be announced at the Annual Meeting held in conjunction with the
Annual Conference.

Directors may not serve more than two consecutive elected terms.



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ORGANIZATION CHART




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Board Position Descriptions

President

   Oversees all Association activities and serves as chief spokesperson.
   Presides at all meetings of the members and Board of Directors.
   Executes any contract obligations, which the Board has authorized unless delegated to another
    officer.
   Prepares a “President’s Message” for each issue of the Oracle newsletter.
   Oversees the Executive Director and the Association Management Company.
   Supports and defends all policies of the Association as stated in the Bylaws and/or as adopted by
    the board.
   Oversees staff preparation and distribution of Board and general membership meeting minutes.
    Ensures that minutes and attendance are taken at each meeting.

President Elect

   Performs any other duties, which from time to time may be assigned by the President or the Board.
   Supports and defends all policies of the Association as stated in the Bylaws and/or adopted by the
    Board.
   Serves as chair of the Nominations Committee.


Secretary/Treasurer

   Authorizes and signs official documents of the Association, i.e., bank signature authorizations.
   Prepares a proposed annual operating budget for board approval at the January meeting and
    recommends revisions throughout the year as appropriate in conjunction with the Finance
    Committee. Approves financial transactions and monitors fiscal performance of the organization.
   Prepares written financial reports to the board twice a year at the conference and at year-end and
    verbal reports at the remaining board meetings.

Past-President

   Serves as historian and counselor to the Board.
   Performs the duties of president in the absence of the president or in the event of an inability or
    refusal to act.
   Serves as chair of the Steering Committee.




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Director

In concert with the other directors, determines Association Policy.
Attends Board and general membership meetings and participates in policy decisions.
 Required to attend 75% of scheduled board calls.
 Assigned to one or more committees as liaison to oversee the committee(s), communicated
    committee’s priorities to board, reports on their activities to board, makes certain committee updates
    are sent to the Oracle editor for each issue, and makes recommendations for future committee
    chairs.
 Advises and assists the President in carrying out his/her executive duties.
 Supports and defends all policies of the Association as stated in the Bylaws and/or as adopted by
    the Board.

Annual Calendar

An annual calendar of Board Conference Calls, Meetings and Annual Conference will be published each
June by the incoming President.

Reaffirmation of Actions Taken By Board Via Mail/Email

All actions taken by the Board of Directors arrived at by mail/email are to be reaffirmed and recorded in
the minutes for the next Board Meeting following the action.

Board Notification in Event of Tragedy

The Executive Director will promptly notify Board Members of a tragedy or operational crisis involving
any officer, board member, or staff member of APIC or a family member. Prompt notification will also
be made to appropriate Directors in the event of death of a Past President of APIC. Deaths of all
members will be listed in the Newsletter, when the office is notified.

Authority to Bind Association

No individual, member, director or officer, except the President and the Executive Director or their
express designees shall have the authority to legally bind the association, without the knowledge and
approval of either the President or the Executive Director. All such decisions to bind the association
shall be reported to the Board of Directors of the Association.

Committee Responsibilities

It is the responsibility of the committee to

(a) recommend, develop and implement programs within the committee's scope, in accordance with
policies established by the Board,
(b) recommend to the Board any proposed changes in policies, and
(c) keep the Board informed of trends and developments in the field of your committee's assigned area
of work.




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Committee Chairman Responsibilities

It is the responsibility of the chairman to:
(a) plan and coordinate the work of the committee,
(b) prepare the agendas and minutes of the committee meetings, and
(c) motivate the members of the committee and keep them informed and involved in the affairs of the
committee.

Reports to the Board

It is also the Chairman’s responsibility to periodically report to the Board through the Board Liaison on
the activities of the committee. Written reports should be submitted to APIC headquarters prior to
Board meetings, for advance distribution. Any proposals or recommendations requiring Board action
must be submitted in writing so that copies can be distributed to Board members in advance of Board
meetings.

Committee Meetings

Dates, times and locations of all committee meetings are to be cleared in advance through the
Association office to avoid conflicts with other Association activities. All arrangements for committee
conference calls or meeting facilities are to made by the Association staff.

Committee Correspondence

All committee correspondence, reports and other documents or communications for distribution
outside the APIC membership, whether in written or electronic form, should be prepared and
distributed through the Association office. A draft should be prepared of the communication and
forwarded to the Association office to be printed on Association letterhead and mailed or distributed
from that office. Official APIC communication must be reviewed and approved by the designated APIC
spokesperson. The APIC letterhead may not be used for any communication not issued from the
Association office.

Conflict of Interest

Board members have a duty to place the interest of the Association foremost in their dealings with
the Association and with any interactions or transactions between the Association and any other
company or organization.
Board members may not obtain for themselves, their relatives, or their friends, a material interest of
any kind from their involvement with the organization, unless approved by vote of the Board of
Directors.
If a Board member has an interest in a proposed transaction between the Association and another
company or organization in the form of personal financial interest or professional advancement by
means of the transaction, she or he must recuse her/himself from the negotiation.




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If a Board member holds a position as trustee, director, officer in, or consultant to any organization
other than the Association, she or he must make full disclosure of such interest or relationship
before any discussion or negotiation of a transaction between the Association and the organization.
Any Board member who is aware of a potential conflict of interest with respect to any matter
coming before the Board shall not participate in discussion of, or vote in connection with, the
matter.

Disclosure
To implement this policy, Board members of the Association will submit annual reports by July 1 on
the attached forms and, if not previously disclosed, will make disclosure before any relevant Board
action as they become aware of the conflict.
These reports will be reviewed by the Executive Committee, which will attempt to resolve any actual
or potential conflict(s) and, in the absence of resolution, refer the matter to the Board of Directors.
The reports will be maintained confidentially in the APIC Office. Except in a case where the
Executive Committee refers a report to the Board of Directors for resolution, only the Executive
Committee and the Executive Director shall have access to the reports.




                                                                                                          14
                            Disclosure Regarding Conflicts of Interest for
                                 APIC Board of Directors Members

As a member of the APIC Board of Directors, I recognize that I owe duties of care and loyalty to the
association. One aspect of fulfilling those duties is to avoid conflicts of interest in which my allegiance
might be split between an association position or responsibility and some other professional, business,
or volunteer position or responsibility. To help avoid conflicts, on this form I am disclosing other
situations or areas in which it might even appear that I have conflicting duties to other entities. I invite
any further review by the association of any aspects of these situations or areas that might be considered
appropriate. Also, I will take other steps, such as avoiding deliberation and resolution of certain issues or
even withdrawing from my position in the association, if it is determined that those steps are necessary
to protect against legal liability to the association or to me arising from conflicts of interest.

1. Professional, business, or volunteer positions or responsibilities that might give rise to conflicts:
      _____ none _____see attached letter

2. Situations in which I am serving as a vendor, or am employed by or consulting with a vendor, to the
   association or its members:

        _____ none      _____see attached letter


Name: ____________________________________________________


Association Position: _______________________________________


Date: _____________________________________________________




                                                                                                           15
150       Finance and Budget
Finance Committee:

Mission

The Finance Committee shall be responsible for management of APIC’s cash and for developing
appropriate investment policies.

This committee shall consist of the Secretary/Treasurer, at least two APIC Board Members, any
Assistant treasurer, and may include other advisors selected by the Treasurer for specific purposes

Responsibilities

Review monthly Association of Professional Investment Consultants' (APIC) financial statements and
reports produced by the association's Management Company. The Finance Committee will also review
these monthly (or more regularly as deemed necessary by the audit committee or the APIC board of
directors) financial reports produced by the Management Company with the independent auditing
accounting firm.
Conduct the audit

Budgeting and Financial Management

Fiscal Year

The fiscal year for the association is January 1 through December 31. The annual dues year is also on
the calendar year. The association operates on a cash basis.

Corporate/Tax Status

The Association operates as a not-for-profit corporation, incorporated in the State of Illinois. The
Association recognizes excess revenues over costs as if a taxable, for-profit corporation, because the
does not qualify for tax exempt status under the IRC.

Annual Budget

The Treasurer and Executive Director develop the annual budget with input from the Board and
committees.

The APIC Board of Directors approves the budget for the fiscal year at the January meeting of the
Board of Directors.

Requests for non-budgeted expenditures in excess of $3,000 submitted to the Board for a vote should
include, concurrent with or in advance of the request, such relevant summary information as is
necessary and sufficient for a Director to make an informed decision.        Requests shall include a
summary of the reasons this request was made and the decision process used to come to the conclusion.
A statement that bids have been solicited (and summaries), or that consideration has been given to



                                                                                                   16
relative competence of providers (and standards), should be provided where appropriate. This may be
provided in advance of or concurrent with the request for funds.

The Treasurer, Executive Director and Finance Committee are responsible for monitoring the budget
through monthly financial statements.

Monthly Financial Statements

Monthly financial statements are sent to the Treasurer with an explanatory memo from the Association
Manager for any account budget variance of greater than 10% for any individual month or cumulative
year to date balance. The board receives financial statements on a quarterly basis. The Treasurer
provides a financial report on each board conference call and a written report at the Conference and at
the fiscal year end.

Authorized Check Signers

The check signers on the bank account are the President, President-Elect, Treasurer and designated
Association Manager. The designated Association Manager may sign all checks as approved in writing
by the Treasurer or President, except for those issued to the designated Association Manager firm,
which must be signed by the Treasurer or President.

Record Retention

The Association shall make, or assign to a professional third party, such arrangements as necessary to
assure current duplicate and/or backup business and membership records of the Associations are
securely retained, according to accepted business standards. The list and schedule of records to be
retained is enumerated in the Operations Manual.

Expense Reimbursement

Policy

As provided in the bylaws, officers and directors shall be reimbursed for reasonable expenses they incur
in their duties as an officer or director of the Association.

APIC does not provide travel and lodging reimbursement for the CG liaisons.

The staff shall also be reimbursed for expenses incurred on behalf of the Association.

These guidelines also apply to all speakers invited to the conference, except as negotiated and approved
by the Conference Committee Chair, where the Conference Committee has agreed to provide travel
expense reimbursement.

Reasonable Expenses

Reasonable expenses for travel reimbursement shall include:

Coach or economy airfare


                                                                                                      17
Customary ground transportation
Hotel room (for the nights that the individual is required to be in attendance for committee and Board
meetings).

Expenses not reimbursable

Miscellaneous expenses charged to room (movies, golf, tennis, health club, etc.)
Meals/Food (either while in transit to/from a meeting or during the meeting)
Personal items – cigars, cigarettes

Expense Reimbursement Form

All officers, directors and staff use the expense reimbursement form provided by the association office.




                                                                                                      18
160     Auditing/Taxes
Audit Guidelines


Tax Returns

An independent CPA prepares the association’s tax returns.

Selection of CPA Audit Firm
CPA Credentials

   CPA firm to be a member firm of AICPA Private Practice Section subject to Peer Review guidelines
   CPA firm to submit an unqualified opinion performed by peer review process every three years for
    board’s review and approval.

CPA Audit firm duties and responsibilities


   Perform every third year a certified audit of APIC’s year-end financial statements in accordance with
    generally accepted auditing standards, and a compilation in the interim, unless otherwise directed by
    the Board of Directors.
   Draft of audit report due for board meeting held in conjunction with the Annual Meeting.
   Draft of audited financial statements to be reviewed by auditor with Treasurer and President one
    month prior to the annual meeting.
   Internal control or other comments resulting from audit process to be reviewed with APIC
    President, Treasurer and Audit Committee.
   Preparation of federal and appropriate state corporate income tax return by imposed due dates.
   Any other professional services arranged with APIC Officers.


Board Responsibilities

   Approve CPA Audit firm on an annual basis to perform audit and tax services prior to year-end as
    recommended by the Audit Committee.
   Treasurer to review and sign annual engagement letter prepared by CPA
   Treasurer and President to represent to Auditor responsibility for accuracy information contained in
    financial statements.




                                                                                                      19
Finance Committee Responsibilities Regarding Audits

The Finance Committee will also address other related issues as audited by the auditing firm such as:
Fidelity Bonding, variances between actual and budgeted line items in the APIC approved annual
budget, and documentation of such variances.

Directly oversee, and recommend to the Board appointment, retention, and termination of the
association's independent auditor, including their personnel, work performance, findings, reports and
pre-approval of any non-audit work they are to perform. Appointment, retention, and termination of
the independent auditor shall be subject to Board approval.

Reviewing reports from the independent accounting firm of all critical accounting policies and practices
to be used and understanding alternative treatments of financial information that have been discussed
with and considered by management and the ramifications of such alternatives. Review any audit
problems or difficulties encountered and management's response thereto.

Receive the auditors' required communications at the end of the audit process in accordance with the
AICPA's Statements on Auditing Standards related to:

      Fraud and Illegal Acts
      Matters of Internal Control
      The Auditor's Responsibility Under Auditing Standards Generally Accepted in the United States
      Significant Accounting Policies
      Management Judgments and Accounting Estimates
      Audit Adjustments
      Disagreements With Management on Accounting Matters
      Consultation With Other Accountants
      Major Issues Discussed with Management Prior to Retention
      Difficulties Encountered in Performing the Audit

Establishing a structure, operating procedures and written charter for the committee. Holding regularly
scheduled executive sessions of the audit committee without management.




                                                                                                     20
170      General Office


180      Association Insurance
The association shall obtain insurance policies to cover:

     General Liability
     Directors and Officer Liability Coverage

APIC shall maintain a $1,000,000 Directors and Officer liability insurance policy. Selection of the agent
and policy shall be subject to Board approval.


190      Legal

APIC shall retain legal counsel to assist with association activities. Selection of legal counsel shall be
subject to Board approval.

     Legal counsel is not required to attend every meeting of the Board, but may be requested to attend
      by the President and/or Executive Committee. In the absence of legal counsel at a Board meeting,
      advice may be sought on a particular issue in advance of and/or subsequent to the meeting.
     No committee chair is to engage legal counsel without approval from the Executive Committee.
     The Executive Committee has authority for up to $1,000 incurred in legal expenses per issue. Legal
      expenses greater than $1,000 require Board approval.




                                                                                                             21
310     Conference
Conference Committee

Mission

The APIC Conference Committee develops the annual APIC Educational Conference, generally held in
early June. The conference is the principal opportunity for the association to provide high-level cutting
edge professional training, development and networking for its membership.


Annual Educational Conference

Dates

The annual educational conference is generally held the first week in June with a Thursday-Saturday
pattern.

Site Selection

The criteria for site selection is as follows:
 Available in or around the first weekend in June
 Smaller, preferably upscale hotel property with at least 300 rooms but no more than 600 for an all-
   space-hold on facilities.

Conference Attendance

The annual educational conference is intended solely for APIC members. Invited speakers, invited
money managers and other invited vendors as approved by the Board. Non-members are not invited to
attend and may not attend as guests of any member. Non-members, guests and spouses are prohibited
from attending the conference or conference events. The only exception is that support staff of
members may attend at the member rate.

Conference Committee Responsibilities

Conference Chair(s)

   Theme
   Program content
   Initial contact with speakers
   Inviting members to participate on Conference Committee

Association Staff

   Researching potential conference sites and properties as proposed by the Conference Committee
   Contract negotiation with selected property


                                                                                                      22
   Development and production for marketing pieces
   Speaker confirmations, request for handouts, audio/visual needs
   All pre, onsite and post conference logistics with hotel
   Development of list of local recreational activities
   Registration processing, confirmations, etc
   VIP arrangements with hotel
   Preparation of registration packets/binders
   All cash receipts, disbursements, invoicing
   Onsite management of Conference

APIC Policy on Sponsorships


From APIC’s inception in 1991 APIC has stood for the highest levels of education, innovation,
advocacy and professional standards and we are proud of this history. In recognition of APIC’s Code of
Ethics and Professional Standards APIC, does not accept sponsorships from entities that might be
deemed to have a conflict of interest, such as investment advisors, for its meetings or conferences.




                                                                                                   23
400      Programs

Development of APIC Priority List

Once each year the Board of APIC gathers several of our most pressing concerns, desired initiatives,
suggested technical systems improvements and other recommendations from the membership and
designates them as APIC priorities. These are presented to management as important issues worthy of
the attention of the Firm, and are followed up to resolution.

410      Legal and Regulatory Committee

Mission

The mission is to keep the membership informed of developments in law and within regulatory agencies
which impact APIC members in their roles as consultants. Reviews pending firm legal and regulatory
issues and compliance directives that affect our ability to fulfill our roles as consultants. These issues are
communicated to the APIC Board for review and, if necessary, action.

415      Private Wealth Management < $10 Million Committee

Mission

Identify initiatives that will enable FC’s to efficiently and effectively build and maintain consulting
practices serving clients with assets up to $5 million.

420 Private Wealth Management Committee >$ 10 Million/Ultra High Net Worth
Committee

Mission

     To identify the specific needs of the Private Wealth Management client with assets over $5 million.
     To create a detailed plan for implementation of the Private Wealth Management client with assets
      over $5 million service platform, including needed upgrades in product areas, technology support
      and compliance.

425      Steering Committee

Mission

To formulate and prioritize the issues and initiatives of the APIC Board derived from the conclusions of
the working committees.
430    Technology Committee

Mission




                                                                                                           24
Identify and assist the firm in the development of technology that will increase an FC’s ability to
effectively and efficiently deliver the CG Process to institutional and private clients.

435    Research and Evaluation Committee

Mission

The APIC Research and Evaluation Committee mission is to ensure Smith Barney Consulting Group
research and evaluation efforts consistently produce the Investment Management Consulting Industry’s
premiere research intelligence and innovative solutions. We will strive to exceed the expectations of our
membership by providing an active link between them and Consulting Group.

440    Foundation & Endowment > $25 Million/CIC Committee

Mission

The APIC F&E > $25 Million/CIC Committee will assist members in providing state of the art
investment management consulting services to their clients, as well as enhance their ability to win new
business. The Committee will carry out its mission by working with Consulting Group and Smith
Barney management to introduce new tools and resources as well as improve existing ones. The goals
are to enable our members to assist endowment and foundation clients in providing the appropriate
consulting services and firm resources for effective investment management consulting.

445    Foundation & Endowment < $25 Million Committee

Mission

450    Corporate Services Committee

Mission

The mission of the Corporate Services Committee is to serve the interests of APIC members by
originating process, systems and products to be more competitive and better serve our clients. For the
purpose of this Committee, the Corporate Services Market is defined as companies with 5,000 or more
employees.




                                                                                                      25
455       Best Practices Committee

Mission

The mission of the Best Practices Committee is to provide the association membership with cutting
edge innovative educational/ informational content. Among its tasks this group is charged with
responsibility for overseeing the development of various resources addressing best practices,
professional standards and ethical issues.

Membership on this committee requires the following qualifications:

         Must qualify for APIC Voting Membership and be a member in good standing.
         At least $1 million in revenue.
         At least 6 accounts at or above $10 million in assets.


460       Industry Advisory Council

The mission of the Industry Advisory Council is two-fold:

1.      Industry Communication Bridge - To function as a communications link with key industry
leaders for APIC to stay abreast of cutting edge technological innovations and other developments,
which impact our investment management consulting practices and business.
2.      Industry Think Tank - To function as an exploratory investment management consulting
research and development think-tank.




                                                                                               26
510    Membership Issues
Membership Committee

Mission

This committee is responsible for recommending to the Board those applicants who meet the
requirements for membership and whose applications have been reviewed for completeness and
accuracy, as well as other responsibilities as described in the Policy and Governance Manual.

APIC Membership

Membership is restricted to those who meet certain qualifications of commitment, competence and
compliance in the practice of investment management consulting. Application and admission to APIC is
by a process of peer-review, so that the members of APIC self-select to both benefit from and
contribute to APIC's initiatives: EDUCATION, ADVOCACY, INNOVATION and
COMMUNICATION.

Member Information Confidentiality Non-Disclosure

It is the policy of APIC to maintain all data as confidential pertaining to past and present Smith Barney
Financial Advisor (FA) members as well as any Smith Barney FA data in APIC's possession for
membership recruitment. This data is to be kept confidential within APIC's association by limiting
access of such data to management or other vendors and or service providers under contractual
agreement and confidentiality agreement with APIC. Within APIC such data is to be limited to the
APIC Executive Committee and the Membership Committee's Board Liaison.


Membership Qualification Standards

In order to ensure that APIC Members are uniquely qualified to contribute to and benefit from its aims,
the Board of Directors has established the following membership qualification standards.

A Smith Barney Financial Advisor must qualify as either a Voting member or as a Team Associate
member in an established, “Smith Barney Team” relationship with a Voting Member.

In order to be eligible for APIC membership ALL applicants must have:

      a clean compliance or U4 record
      the active sponsorship of a Voting APIC member
      met a qualification standard below

Smith Barney Financial Advisors must qualify as either a Voting member or as a Team Associate
member in an established, “Smith Barney Team” relationship with a Voting Member.

A) In order to qualify for Voting membership, an applicant must be a SB Financial Advisor or
   Citigroup Institutional Services advisor, and must have earned one of the following credentials:


                                                                                                      27
      Citigroup Institutional Consulting Director (CIC)
      Senior Institutional Consultant (SIC)
      Certified Investment Management Analyst (CIMA)
      Chartered Financial Analyst (CFA)
      Private Wealth Management Advisor (PWMA)
      Corporate Client Group Director (CCG)
      Senior Investment Management Consultant (SIMC)
      Completed the “Accredited Investment Fiduciary” coursework and successfully passed the
       examination.

B) In order to qualify for Associate membership an applicant must be either a:

      Team Associate: in an established, “Smith Barney Team” relationship with a Voting member,
       including SB Financial Advisors who do not qualify for Voting membership, technical analysts,
       marketing associates and other designated team members.
      Firm Associate: other employees of Smith Barney or a Citigroup-affiliated company, excepting
       SB Financial Advisors, including Consulting Group Staff, Branch Managers, and Smith Barney or
       Citigroup employees.

Membership is not transferable to another person. To transfer from Associate (non-voting) to Voting
membership status requires submitting a new membership application. Former members may be
reinstated upon written request to the Executive Committee and are not required to submit a
membership application, unless they were previously an Associate member.


Membership Dues Structure

Individual                                      $425
Team (First two members)                        $675, flat
Additional Team Member                          $300 each
Associate Member (non-Voting)                   $300
(CG Staff, Branch Manager, other)




                                                                                                 28
610      Professional Development Committee

Mission

The mission of the Professional Development Committee is to provide a literary link between the APIC
organization, its Board Members, and Senior Management of Smith Barney. The Committee’s vision is
to provide a library of information through Oracle, archived on the web page, on key consulting issues;
reports on efforts of the APIC organization; outline of results of selected Board projects; list of
Membership/Board questions to senior management and publish their responses. The Committee will
also work to develop and lead staff training sessions at the annual educational conference. An adjunct,
on-going project will be to address the subject of industry competition.

The Oracle

The Oracle will be not only a critical link between APIC leaders and the membership, but it will also be
a powerful tool in both maintaining and attracting new members.

The Oracle in both electronic and hard copy form will become a must read by the APIC membership.

615      Member Internet Services Committee
Mission

Management of the APIC website and StreetSmarts designed to become a member benefit equal in
value to the annual educational conference, become a major information exchange and resource
repository for the membership and to facilitate the Association's mission of providing a forum for an
open exchange of ideas and information. StreetSmarts is APIC’s tool for sharing and collecting the
collective wisdom of its members on a variety of practice management, competitive and operational
issues. Committee Chairs monitor such questions and comments as are posted in their Committee
Specialties and assure that questions are answered.


620      Newsletter
Oracle Newsletter

Editor
The editor of the Oracle is responsible of assuring high-quality content in each issue. The editor oversees
or delegates to a professional the content, proofreading, printing and distribution of the newsletter using
either a print/mailing house or cost-effective electronic means for distribution.

Deadlines

The Oracle is published six times a year and serves as the official publication of the Association. The
deadlines are established by editorial team.



                                                                                                        29
Calendar

Each issue of the Oracle should include a listing of upcoming meetings as well as the copy deadline
schedule for the remainder of the year.

Office/Committee Reports

The President is responsible for including a “President’s Message” in each issue of the Oracle.


630    Internet/Website




635    Electronic Communication
Electronic Communication Policy and Code of Conduct

APIC StreetSmarts™ is a complimentary benefit of APIC Membership. It is intended to be a
communication mechanism, intelligence library and information-sharing resource. Most interaction
begins with a member query or request for information or assistance. Those members who have skill or
experience in the area requested are encouraged to respond, in the tradition of APIC, by openly offering
their wisdom in this forum.

It is the responsibility of each member to be thoroughly familiar with the Electronic Communication
Policy and Code of Conduct set forth in this document. All members are required to abide by this
policy. Members found in violation of the policy will be subject to remedial actions, which may include
termination of their StreetSmarts™ privileges.

General Information

APIC StreetSmarts™ is an open discussion forum, making communication with other members
effortless and free. This is a members-only service offered by APIC.

Note that while this is a private forum, and StreetSmarts™ is a relatively secure storage and retrieval
technology, email is NOT a secure medium. Since the portal to StreetSmarts™ is Smith Barney’s email
server, please use good judgment regarding sensitive issues and language in your postings.

1).    Electronic Communication Conduct Subcommittee

There shall be formed a standing Sub-committee of the Membership Committee, the Electronic
Communication Conduct Subcommittee, that will respond to and evaluate usage believed by a
member to be in violation of this Policy. The Subcommittee will be chaired by the Chairman of the
Membership Committee and will have six additional members. One will be the President Elect, and the


                                                                                                     30
balance will be five voting members of APIC who are not on the APIC Board. Each member, including
the Chairman and the President-Elect shall have one vote. The five voting members will be selected at
random and serve a one year term ending at the annual conference. The Board Liaison to the
Membership Committee may serve as a resource and consultant as needed, but has no vote.

2).    Expectations

Use of APIC StreetSmarts™ is subject to few, but important, rules of behavior. In general a positive
tone is good – a negative, overly critical or unconstructive tone is not. The following are specific
examples of undesirable behavior, and they are subject to the enumerated penalties.

1. Needless, one or two word responses (such as ditto, right on, yea or I agree), or responses that are
   clearly directed toward one member, not the membership at large.
2. Direct comments about other APIC members or Citigroup employees that are abusive, derogatory
   or defamatory.
3. Comments that could be reasonably interpreted to be malicious in intent toward APIC members or
   other Citigroup employees.
4. Unnecessarily or intentionally negative or unconstructive tone in comments, opinions or suggestions
   about the firm, APIC or fellow members.
5. Comments that are divisive with intent to segregate or polarize the membership.
6. Posting statements with blatant, malicious, unsubstantiated inaccurate or deceptive information.
7. Posting unsubstantiated comments, negative or positive, about APIC stakeholders such as
   Investment Advisors or software providers.
8. Forwarding StreetSmarts™ posts to non-APIC members, except as specifically permitted herein.
9. Comments regarding Firm compensation policy, including compensation of FC staff and Team
   members.




                                                                                                    31
3).    Violations and Complaint Process

Any APIC member may initiate a formal complaint regarding use believed in violation of this policy.
Complaints of offensive posts will be directed to Association Manager.

The complaint shall contain specific language as to why the email is offensive or in violation of this
Electronic Communication Policy and Code of Conduct.

The Association Manager will forward the complaint to the Conduct Subcommittee of the Membership
Committee and to the originator of the offensive post. The Conduct Sub-committee will gather
required background information, review this document and evaluate the validity of the complaint.

The violator will have an opportunity to offer a defense.

By majority vote, the Electronic Communication Conduct Subcommittee will determine whether
the complaint is affirmed or denied. If affirmed, the following penalties shall be levied, in order, as
described.

a)      The first confirmed violation shall result in a written warning explaining the specific use deemed
offensive.

b)      The second confirmed violation shall result in suspension for three months of the individual’s
privilege to post any comments to StreetSmarts™. The individual will be able to view APIC
StreetSmarts™ and will continue to receive regular email communications from the system server. The
individual will need to apply for reinstatement after the penalty period has expired.

c)      The third confirmed violation shall result in suspension for 6 months of the individual’s privilege
to post any comments to StreetSmarts™. The individual will be able to view APIC StreetSmarts™ and
will continue to receive regular email communications from the system server. The individual will need
to apply for reinstatement after the penalty period has expired.

d)     The fourth confirmed violation result in permanent denial of the individual’s privilege to post
any comments to StreetSmarts™. The individual will be able to view APIC StreetSmarts™ and will
continue to receive regular email communications from the system server.

e)      Forwarding StreetSmarts™ posts to non-Apic Members will result in suspension of all
StreetSmarts™ access for the 3 months, 6 months periods or permanently (with no warning) as
established in a), b), c) and d) above.

f)      If the Board of Directors determines that the violation is so egregious that it could bring harm
to the Association or the Firm, the Board reserves the right to take any action it deems necessary to
protect the Association.

4).    Appeals

A member may appeal directly to the Board of Directors at any point in this penalty process.




                                                                                                        32
5).    Team Members

With regard to Section 2, violation number 8 (forwarding StreetSmarts™ email or posts to non-
members) an exception is made for Smith Barney FC Teams. APIC members who are members of an
FC Team (as defined in the APIC Governance and Policy Manual) may pass StreetSmarts™ emails to
their team members. Team leaders will be responsible for ensuring that team members do not forward
StreetSmarts™ emails beyond the team. The team leader will be liable for any violation of policy by any
non-APIC team member..

Adopted by the APIC Board of Directors as of November 4, 2002.
Amended January 2005
June 2006




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