ACT SECTION 01 — OFFICERS

Officers are empowered to hire part-time help.

The Executive Committee comprises the officers of the Society with the President as Chairman and such ex-officio, non-voting members as defined below. The Executive Committee will meet at its discretion to conduct such business as is authorized by the Board, and any other business necessary to the functioning of the Society as authorized by Bylaw IV.S (3) e. The officers shall include notification of formal and informal actions of the Executive Committee in their reports to the Board.
For the purpose of facilitating the transition between Officers, the immediate past President, and the immediate past Treasurer for a period of one year after their term expires, the President pro tem or former President pro-tem until the President-Elect takes office, and the President-Elect shall be ex officio, non-voting members of the Executive Committee, and may attend meetings and shall be included in correspondence. The immediate past vice-presidents shall be ex-officio, non-voting members of the Executive Committee until the start of the next Board of Governors meeting following the end of their term and shall be included in correspondence. The Chief Accounting Manager shall be an ex officio member of the Executive Committee and shall be included in correspondence.

Officers and Directors shall attend local and regional caving events whenever possible as official representatives of the NSS.

The Society shall, except as hereinafter limited, indemnify any officer or director of the Society who is made a party, or who is threatened with being made a party, to any action, suit or proceeding, whether civil or criminal in nature, in any court of law or equity or in any binding arbitration wherein the results can be enforced by legal or equitable action, provided that such suit, action or proceeding is reasonably related to any act or omission or alleged act or omission arising through, from or because of status as an officer or director of the Society. It is the intent of this resolution of indemnification that both the expense of defense, including attorney fees, and any liability for the payment of judgement, order or decree shall be the subject of the indemnification herein contemplated.

This obligation of indemnification shall apply to officers and directors and to former officers and directors for acts or omissions or alleged acts or omissions arising during their term of office. The obligation shall apply to any heir, devisee or legatee of any director or officer or former officer or director to the same extent that it would have applied to such person were they alive.

This obligation of indemnification shall not apply if it is established in any final judgement, decree or other adjudication that the acts giving rise to the action, suit or proceeding were done in deliberate bad faith, were deliberately dishonest or resulted in any financial gain, profit or advantage to the person indemnified, or though whom the person indemnified derives this right of indemnification, was not legally entitled.

This obligation of indemnification shall not extend beyond the amount of the limits and limitations of any policy of insurance which the Society maintains to insure against liability arising under the obligations contemplated by this resolution of indemnification.

The Secretary-Treasurer shall be elected at the fall meeting of the Board of Governors, to take office at the beginning of the next fiscal year. The Secretary-Treasurer elect is not an officer of the Society, and has no formal authority by virtue of holding that position. The Secretary-Treasurer elect shall receive a copy of all current Society fiscal records and regular updates.

Officers may appoint staff assistants to help them in managing their committees, subject to confirmation by the Board. Staff assistants serve at the pleasure of the officer, or until the end of the officer's term. Staff assistants are committee chairmen.

The Secretary-Treasurer (S-T) is the Society's chief financial and record keeping officer and shall ensure the Society's finances are managed in a fiscally responsible manner. The S-T is responsible for investing NSS funds and the S-T and at least one other officer or the Operations Manager shall have signature authority on all NSS accounts. The S-T is responsible for establishing the Society's accounting and financial processes and managing their implementation in accordance with policies established by the Board of Governors so as to allow for an independent audit by a certified public accountant. The S-T is responsible for managing the process by which the entire EC assumes responsibility for both the income and expense side of the budget. The S-T is responsible for preparing estimates for dues income and other items which do not fall within a specific department. All such estimates will be provided to the entire Executive Committee for peer review with associated backup data. The S-T is responsible for presenting the budget to the Board of Governors for approval based on a consensus of the Executive Committee.

The S-T shall support the other officers and the Board of Governors by providing timely reports of the Society's financial activity and status, certifying corporate documents as "Secretary," filing corporate returns including annual reports and tax returns when required, and ensuring original corporate documents are stored in a safe deposit box. The S-T is also responsible for managing committees assigned to the S-T Department by the Board of Governors.

The Operations Vice President (OVP) serves as a member of the Society's Executive Committee and is primarily responsible for the NSS Office in Huntsville, Alabama, and oversees its operations. The OVP delegates the day to day operation of the office to the Operations Manager and staff The OVP is responsible for the NSS Bookstore and establishes policies and procedures for marketing, merchandising, sales, advertising, and promotions. The OVP works with the Secretary-Treasurer (S-T) to develop and manage the department's budget to ensure fiscal responsibility for the NSS Office and committees within the OVP department. The OVP is also responsible the managing committees assigned to the OVP department by the Board of Governors. The OVP carries out other duties as may be delegated by the Board of Governors.

The Executive Vice President (EVP) serves as a member of the Society's Executive Committee and is primarily responsible for the NSS periodical publications, research, science, exploration and special publications branches of the Society. The EVP works with the Secretary-Treasurer (S-T) to develop and manage the department's budget to ensure fiscal responsibility for the publications and committees within the EVP department. The EVP is also responsible for managing committees assigned to the EVP department by the Board of Governors. The EVP carries out other duties as may be delegated by the Board of Governors.

The Administrative Vice President of the NS S is a member of the Executive Committee. The AVP has responsibility for managing the Society's cave management, conservation, and education activities. At any one time, the AVP is overseeing the activities of committees, commissions (the National Cave Rescue Commission and the Vandalism Deterrence Reward Commission), and upcoming NSS Conventions. The AVP has responsibility for working with Federal agencies having cave management responsibilities; e.g., the U.S. Forest Service, Bureau of Land Management and the National Park Service, in matters dealing with cave management, cooperative endeavors, and cave conservation. The AVP is also responsible for oversight of the NSS' Cave Preserves and its Conservation Task Forces. The AVP works with the staffs of NSS Conventions to ensure that NSS policies are followed and that the Conventions are properly planned, managed, and financed. The AVP also works with the National Coordinator of the NCRC to coordinate NCRC and NSS activities and to provide support to the NCRC as needed. Finally, the AVP works with other members of the Executive Committee to manage the NSS, coordinate responsibilities of the NSS officers, and to prepare the annual NSS budget.

The President of the NSS is a member of the Executive Committee. The President has responsibility for managing the Society's bus iness; fund raising; membership retention; public outreach; liaison with government, international organizations and other organizations with goals that overlap those of the Society; and as the Society's point person for the members and for the public. The President is responsible for the agenda for and conducting the meetings of the Board of Governors and the Executive Committee. The Secretary to the Board, the Recording Secretary, and the By Laws, Logistics, Board Arrangements, (Society) Planning, and Nominating (for Director Elections) Committees are within the President's Department. The President oversees the Fund Raising and Public Relations committees of the Society. The liaison with outside organizations is handled through the Government, Show Caves, The Nature Conservancy, and Youth Group Liaison committees within the President's Department. The President is also responsible the managing any other permanent and ad hoc committees assigned to the President's department by the Board of Governors. The President also communicates to the membership through periodic columns in the NEWS. Finally, the President works with other members of the Executive Committee to manage the NSS, to coordinate responsibilities of the NSS officers, and to prepare the annual NSS budget.

The Chairman of the Directorate shall be copied on communications between the entire executive committee.

Cross References

15-020 Bonding of Treasurer
16-067 Fund Transfers
16-068 Charges Against Accounts
16-083 Budget Period
16-439 Defrayal of EC Meeting Costs
Section 9 Executive Policies

9-15-07

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