2023 Constitution Amendments

Dear SAA Members:

We heard strongly from members last year that we need to add a Finance Committee to the SAA Board of Trustees. In response, last summer we created an Ad Hoc Finance Committee, and over this past year that committee has reviewed financial planning and budgets and clarified the Treasurer’s roles and responsibilities. On the recommendation of the SAA Bylaws Committee, we are now asking you to vote on instituting a standing Finance Committee, which requires amending our Constitution. We are also proposing a minor amendment with regard to the Treasurer’s role.

Please VOTE by 1 November 2023.

Thank you in advance for participating in this important process that promises to strengthen SAA’s financial management for years to come.

Sincerely,

The SAA Board of Trustees

Language of Amendments:

1. Article IV 1. Number. The affairs of this Association shall be governed by a Board of twelve (12) Trustees, including the President, Vice-President, and immediate past President. All Trustees shall be Members of the Association. The Treasurer and Executive Director are non-voting ex officio members of the Board.
2. Article V.4. Finance Committee. The Finance Committee shall consist of a Chair, who shall be appointed by the incoming President of the Association, the Treasurer, one member of the Board of Trustees, and at least one Member of the Association. The Finance Committee is an advisory committee with no executive authority that assists the trustees in their fiduciary responsibilities. Their primary responsibility is to assist the Treasurer in providing oversight and guidance with regard to the Association’s finances.
3. Article IX. 7. The Treasurer is appointed by the Board for a three-year renewable term.
4. Article IX. 8. The Treasurer’s overall responsibility is to provide monitoring, oversight, and guidance to the SAA Board and staff concerning the Association’s financial management.

Details of Changes

What does the Treasurer do in general?

The Treasurer is appointed by the Board of Trustees to manage the SAA’s finances on behalf of the Board in accordance with best accounting practices. The Treasurer is also required by the Board of Trustees to guide, assist, and support the Executive Director. This direct support relationship between the Executive Director and the Treasurer does not, however, supersede the reporting relationship between the Treasurer and the Board of Trustees, which ultimately has fiduciary responsibility for the SAA.

What are Treasurer’s specific roles and responsibilities?

The Treasurer’s primary role is to provide advice and guidance to the Executive Director, the Executive Committee, and the Board of Trustees. The Treasurer will follow the decisions of the Board of Trustees. The Treasurer will bring matters of concern requiring action to the Executive Committee or the Board of Trustees, as appropriate, for their further consideration and action.

Additionally, the Treasurer is a member ex-officio of the proposed Finance Committee, tasked with assisting the Treasurer with advising and guiding the Board of Trustees and with communicating matters involving the Association’s finances to the Board. To this end, the Treasurer is also required to attend regular meetings of the Finance Committee and is responsible for providing the Finance Committee with financial statements and tax returns as well as information on investments, compliance, deposits and withdrawals, and the budgeting process.

What will the Finance Committee do?

The Finance Committee will be an advisory committee designed to assist the trustees in their fiduciary responsibilities. The committee itself will not have executive authority, since that resides with the trustees.

The responsibilities of the Finance Committee would be as follows:

• Reviewing and providing oversight of financial statements.
• Reviewing tax returns.
• Assisting Treasurer in helping the Board understand the organization’s finances.
• Reviewing the budget and approving the presentation of the budget to the Board.
• Reviewing and providing advice on investment strategies.
• Ensuring the organization complies with internal control and accountability policies.
• Reviewing, developing, or approving internal control and accountability policies.
• Reviewing deposits and withdrawals to/from investment accounts.