Clarification of Responsibilities, Duties, and Privileges Within the SECOORA Enterprise

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Executive Summary

This document clarifies the responsibilities, duties, and privileges of various entities that comprise the SECOORA enterprise in conducting business. It was compiled from information in the SECOORA By-Laws and by interpretations of the SECOOORA By-Laws and Board directives made by the Executive Committee (ExCom) when such responsibilities did not appear to be duly noted in the SECOORA By-laws. Entities included are: 1) Board of Directors, 2) Executive Committee (and individual SECOORA officers), 3) General SECOORA Membership (voting members – sustaining, institutional, and individual), and 4) SECOORA staff. The relevant By-Law Article and Section are noted when specific responsibilities are given. At the end of this document, appendices define specific roles and responsibilities of the Program and Policy Committees and staff.

The role of the Board of Directors is to guide overall policy direction for the SECOORA enterprise, ensure staffing of Policy Committees, elect SECOORA officers, maintain a high quality of Board performance, review SECOORA finances, and report Board activities to the general membership.  Specific roles and responsibilities related to attendance, policy and planning, membership and voting, committee activities, SECOORA personnel, and budget are described in the document. 

The role of the Executive Committee is to prepare draft meeting materials and policy documents for consideration by the Board of Directors; recommend Policy Committee assignments to the Board; recommend an annual work plan for the Board of Directors; support, review, and monitor implementation of the SECOORA annual plan of work; prepare an annual evaluation of the SECOORA Executive Director for the Board of Directors; and act for SECOORA in time-critical and emergency situations. Specific roles and responsibilities related to attendance, policy and planning, membership and voting, committee activities, SECOORA personnel, and budget are described in the document. As defined in the By-Laws, additional duties fall to individual members of the Executive Committee who also serve as SECOORA officers.

The roles and responsibilities for the SECOORA membership include:  attendance at open meetings of SECOORA, election of the Board of Directors, participation in discussion relating to activities, plans, organization and budget of SECOORA, participation in SECOORA program committees, and voting on issues requiring approval or concurrence of the membership.   However, since SECOORA By-Laws allow for membership at several different levels, the roles, responsibilities, and privileges associated with each level vary. These differences are differentiated both in this document and the SECOORA By-Laws.

SECOORA By-Laws call for the establishment of Policy and Program Committees to facilitate the conduct of SECOORA business. The committees are the primary mechanism by which members interact with and support the organization. Policy Committees are primarily populated by members of the Board of Directors and the SECOORA membership at large with charges defined in the By-Laws. Program Committees are populated by members of the Board of Directors, the SECOORA membership at large, and others. Program Committee charges are developed by the committee, approved by the Board, and defined in the roles and responsibilities document.

I.  Roles and responsibilities for the Board, the Executive Committee (ExCom), Officers, and Committees

A. Board of Directors

In general, the role of the Board of Directors is to guide overall policy direction for the SECOORA enterprise, ensure staffing of Policy Committees, elect SECOORA officers, maintain a high quality of Board performance, review SECOORA finances, and report Board activities to the general membership.  Below are specific roles and responsibilities as they relate to attendance, policy and planning, membership and voting, committee activities, SECOORA personnel, and budget.  When specific responsibilities are called for in the By-Laws, the relevant By-Law Article and Section are noted.

Tasks related to attendance and participation:

• Attend Board meetings – at least two meetings will be held per year (one of which will be held during the annual Members meeting) (Article IV, Section 3)
• Actively participate as members of the Board of Directors
• Participate as a member of not more than two SECOORA Policy or Program Committees

Tasks related to policy and planning:

• Set overall policy direction for the SECOORA enterprise
• Review and approve SECOORA policies
• Approve annual plan of work for SECOORA
• Analyze, in the 5th year from the incorporation date, the effectiveness of SECOORA‘s prior and future activities (based upon that analysis, the Board may choose to undertake dissolution of SECOORA, as per 13B MRSA Sect. 1101 et seq. and any successor. If the Board does not undertake dissolution, SECOORA shall remain an active corporation under South Carolina law) (Article I, Section 7)
• Determine by vote the date, time, and place of the Annual Membership Meeting (Article III, Section 1)
• Call for special membership meetings by simple majority vote to address time-critical matters (Article III, sec. 2)
• Report to the members at the Annual Membership Meeting  (Article III, Section 1)
• As a first step in the prescribed procedure to alter, amend, or repeal By-Laws, approve such changes by a 2/3 majority vote and forward to the membership (Article VIII, Sec. 1)

Tasks related to membership and voting:

• Elect SECOORA officers
• Determine term limits for SECOORA officers (Article IV, Sec. 8)
• Vote to terminate Board Members for lack of participation: (Article IV, Sec. 10)
• Fill Board vacancies (Article IV, Sec. 9)
• Determine Affiliate membership (Article II, sec 1)
• Elect Affiliate members to the Board as non-voting ex-officio Board members (Article II, Section 1d)
• Resolve questions as to the eligibility of an organization to become a SECOORA member (Article II, Section 2a)
• Terminate for cause the Membership status of a SECOORA Member (Article II, Section 5)
• Establish and define non-voting categories of membership (Article II, Section 6)
• Receive written proxy notices from members  for voting purposes at the Membership  Meeting at least seven calendar days in advance of the meeting (Article III, Section 6)
• Approve Slate of Board candidates after receiving recommendations from the Board Development Committee (Article IV, Section 1 and Article V, Section 2a)
• Elect Public Board Seats after Board Development recommendations (Article IV, Section 1d)

Tasks related to committees:

• Establish Policy Committees and Chair Policy Committees (Article V, Sec. 2, 3)
• Review and approve Policy Committee Chairs and appointments at least every 2 years
• Establish policy task forces (Art V, Sec. 4)
• Authorize Program Committees who report to the Exec. Dir and whose Chair is appointed by Ex. Dir (Article V, Sec. 5)
• Create and populate (in coordination with Chair) ad hoc committees (Article V, Sec. 6)

Tasks related to personnel:

• Establish new staff positions (Article VI, Sec. 2).

Tasks related to budget

• Approve of the amount of membership dues, in conjunction with Sustaining and Institutional Members, after annual dues review and recommendations by the Finance and Audit Committee  (Article II, Section 1a, 1b, 1c, and 4 and Article V, Section 2c)
• Authorize officers/agents to enter into contracts (Article VII, sec. 1)
• Authorize loans (Article VII, Sec. 2)
• Call for annual audit of books and records (Article VII, Sec.5.)

The Board of Directors shall cause an audit of the books and records of SECOORA to be conducted on an annual basis by an independent firm of certified public accountants.)

B. Executive Committee (ExCom)

In general, the role of the Executive Committee is to prepare draft meeting materials and policy documents for consideration by the Board of Directors; recommend Policy Committee assignments to the Board; recommend an annual work plan for the Board of Directors; support, review, and monitor implementation of the SECOORA annual plan of work; annually evaluate the SECOORA Executive Director; and act for SECOORA in time-critical and emergency situations. Below are specific roles and responsibilities as they relate to attendance, policy and planning, membership and voting, committee activities, SECOORA personnel, and budget. Additional duties fall to individual members of the Executive Committee who also serve as SECOORA officers. These roles and responsibilities are also listed below. When specific responsibilities related to the Executive Committee or individual officer are cited in the By-Laws, the relevant By-Law Article and Section are noted below.

Attendance:

• Meetings – one per month

Tasks related to policy and planning:

• Call for special membership meetings to address time critical matters (Article III, sec. 2)
• In coordination with the Executive Director, prepare and review draft policy documents and make recommendations to the Board for review and approval.
• Support, review, and monitor implementation of the SECOORA annual plan of work.
• In coordination with the Executive Director and Chair, review and approve draft Board meeting agendas.
• In coordination with the Executive Director, Propose annual plan for Board’s work.
• Act for SECOORA in time-critical (i.e., without a reasonable expectation that the Board could meet as a quorum) or emergency situations.

Tasks related to committees:

• Make recommendations for Policy Committee assignments, for Board review and approval.

Tasks related to personnel:

• Annually evaluate the performance of the Executive Director for review by the Board of Directors (Article V, Sec 1)

Tasks related to budget:

• None defined-- except for the Treasurer's role

C.  Individual Board Officers

• In addition to those duties prescribed in the by-laws (Article IV, sec.8), actively serve on no more than two SECOORA committees/councils. These committees include the Executive Committee and Stakeholder Advisory Council.
• Chair may call for special membership meeting (Article III, sec. 2)
• Call for special board meetings to address time critical matters (Article IV, sec. 11)
• Board Chair appoints Chairs of ad hoc committees (with concurrence of majority of Board) and the committee Chair proposes membership of same for Board approval (Article VI, Sec. 6)

D. Committees [committee-specific roles are included as an attachment to this document]

• Primary mechanism by which SECOORA members interact with and support the organization
• Develop detailed but long-term guidance for the way in which the organization functions
• Are expected to meet regularly (more frequently than the Board) but most often via telephone conference or through email
• Policy Committees develop materials and draft policies to the Board for review and approval, and implement approved procedures (e.g., elections, membership, budgeting).
• Program Committees support the Executive Director through the development of plans and by reviewing proposed activities
• Keep minutes of all proceedings (Article VII, Sec. 5.)

II. SECOORA Membership

Below are roles and responsibilities for SECOORA Members. In general, the roles and responsibilities for the SECOORA membership include:  attendance at open meetings of SECOORA, election of the Board of Directors, participation in discussion relating to activities, plans, organization and budget of SECOORA, participation in SECOORA program committees, and voting on issues requiring approval or concurrence of the membership.   However, since SECOORA By-Laws allow for membership at several different levels, the roles, responsibilities, and privileges associated with each level are described.  These roles and responsibilities are specified in the SECOORA By-Laws.

A.   Members (voting)

• Elect the Board of Directors for SECOORA as defined in By-Laws (Article II Sec. 1) (e.g. Individual Members only vote for At-Large seats).
• Attend open meetings of SECOORA which may include board meetings.
• Contribute to and participate in discussion relating to the activities, plans, and organization of SECOORA, including a review of funding allocation and approval of an annual budget and spending plan budget (Article III, Sec. 1)
• Cast votes on issues requiring approval or concurrence of the membership
  • By-Laws changes, dues structure and dues amount (see above)
  • Sanction amendments to Bylaws as proposed by Board (Article VIII, Sec. 1)

B. Sustaining Members (Article II, Sections 1a and 4; Article VIII, Section 1)

• Full membership voting rights.
• Eligibility for nomination and election to the Sustaining Member Board Seats.
• Eligibility for nomination and election to the Institutional Member Board Seats.
• Eligibility for nomination and election to the At-Large Board Seats.
• Eligibility to attend all SECOORA sponsored meetings with registration fee pre-paid (up to three individuals per organization).
• Eligibility to lead, participate, and vote on Program Committees.
• Access to members-only benefits.
• Approve any changes to the By-Laws
• Approve increases in dues and changes to the dues structure

C. Institutional Members (Article II, Sections 1b and 4; Article VIII, Section 1)

• Full membership voting rights.
• Eligibility for nomination and election to the Institutional Member Board Seats.
• Eligibility for nomination and election to the At-Large Board Seats.
• Eligibility to attend all SECOORA sponsored meetings with registration fee pre-paid (one individual per organization).
• Eligibility to lead, participate, and vote on Program Committees.
• Access to members-only benefits.
• Approve any changes to the By-Laws 
• Approve increases in dues and changes in the dues structure

D. Individual Members (Article II, Section 1c)

• Eligibility for voting, nomination and election for the At-Large Board Seats.
• Eligibility to attend all SECOORA sponsored meetings.
• Eligibility to participate on program committees.
• Access to members-only benefits. 

E. Affiliate Members (Article II, Section 1d)

• Affiliate members do not have voting rights
• Affiliate members may be eligible for nomination and election by the Board to serve as non-voting, ex-officio Board members.
• Affiliate members are eligible to participate on program committees.

III. Below are the roles and responsibilities of SECOORA personnel.  Job descriptions for the Executive Director and staff are given in Appendix B.

A. Executive Director

• Direct and lead the SECOORA organization, in consultation with the SECOORA Board of Directors
• The Executive Director has day-to-day responsibilities for the organization, including carrying out the organization’s goal and policies. (Article VI, Section 1)
• The Executive Director will attend all Board meetings, report on the progress of the organization (including membership recruitment efforts), answer questions of the Board, and carry out other duties as proscribed (Article VI, Section 1)
• Serve as the principal spokesperson for SECOORA
• Recruit and appoint the Program Committee Chairs and, with the respective Chairs, appoint membership (Article V, Section 5)
• In consultation with the Board, interview, hire, and supervise a professional staff to conduct and implement activities consistent with SECOORA goals and policies (Article VI, Section 1 and Article VI, Section 2)
• Create job descriptions for new staff positions as recommended by the Board (Article VI, Sec. 2)
• Prepare and give a CEO report that includes Program Committee updates at every Board meeting  (Article V, Section 5)
• Provide organizational leadership to realize a target level of operational capability
• With input from the SECOORA Board, ExCom, Program Committees, the Stakeholders Advisory Council, and staff, identify and prioritize user-defined projects that can be used to promote SECOORA
• Coordinate and lead fundraising activities with the Treasurer and the Finance and Audit Committee, and the Board as needed. (see Article IV, Section 8d; Article V, Section 2c)
• Provide leadership and guidance in the development and implementation of programs (scientific, operational, DMAC, education & outreach) with identified users and business, governmental, and academic entities
• Assist the Governance Committee to conduct face-to-face meetings with existing and prospective members of SECOORA to enhance the program’s visibility and interactions across the SECOORA network.
• Prepare a draft annual budget coordinated with the Treasurer for Finance committee review and approval by the Board
• Prepare a monthly report of expenditures for the Treasurer and Finance and Audit Committee for review
• Serve as primary liaison between the staff and the Board of Directors
• Serve as an ex-officio, non-voting member of the ExCom (Article V, Section 1)
• Serve at the pleasure of the Board (Article VI, Section 1).

B.  Staff

• Provide staff support to the SECOORA Board, ExCom, Officers, Committees, and Councils (including maintaining documents related to organization proceedings and operations)
• Implement efforts as directed by the Executive Director
• Conduct face-to-face meetings with existing and prospective members of SECOORA to enhance the program’s visibility and interactions across the SECOORA network and landscape.
• Prepare and distribute a regular communiqué which will serve to inform the SECOORA membership (and other interested parties) about SECOORA program activities, updates, and other key information
• Manage the SECOORA Web site
• Carry out additional activities that are directed by the Executive Director and consistent with the By-Laws.

 Appendix A.  Specific Roles of Policy and Program Committees

Policy Committees - Policy committees are primarily populated by members of the Board of Directors and the SECOORA membership at large.

1. Board Development Committee

• Establish criteria for Board elections, identify and screen prospective nominees, and recommend slate of candidates to the Board for approval.
• Review with each Board member their participation, attendance, and continuing interest in serving on the Board before re-nominating them.
• Develop the annual Board ballot and coordinate circulation to the membership, allowing ample time for consideration of all candidates and resolution of any technical problems.
• Establish procedures for determining winners of Board elections and handling any disputed election results.
• Establish procedures governing candidates conduct regarding election campaigns.
• Design and implement a Board evaluation process.

2. Governance Committee

• Conduct an annual review of the By-Laws so as to evaluate and recommend to the Board any revisions and/or corrections, if necessary, to ensure that they stay current and remain effective.
• Circulate proposed By-Laws amendments to the full Board for review and approval.
• Circulate Board-approved By-Laws amendments to the full membership for review and consideration prior to the Annual Meeting.
• Coordinate motions related to the By-Laws at the Annual Meeting.
• Standards and guidelines for SECOORA Members as well other criteria for membership in SECOORA above and beyond the standards and criteria already set for full Members in the By-Laws, shall be recommended to the Board.
• Oversee procedures for member organization compliance with the standards and recommend any needed action to the full Board.
• Recruit and review all new applications for membership and make recommendations to the full Board for review and approval.

3. Finance and Audit Committee (chaired by Board Treasurer)

• Oversee financial management and health of organization, review budget, regular financial reports, annual audit, financial policies, and major financial decisions.
• Coordinate Board assistance, when needed, in fundraising activities, such as identifying and opening doors to new donors and helping to solicit contributions from them.
• Ensure the adequacy of SECOORA’s financial disclosure and internal controls.
• Hire or terminate outside auditors and establish the terms of the outside auditor’s engagement.
• Engage independent outside legal and accounting advisors when deemed necessary and advisable.
• Review dues annually and make recommendations to the Board.

4. Public Policy Committee

• Suggest comments on proposed legislation whenever it is appropriate.
• Develop testimony to legislative bodies when invited.
• Write letters expressing SECOORA positions on issues.
• Work with National and local agencies on their programs that relate to SECOORA interests.
• Recommend appropriate positions on issues for the SECOORA Board and membership.

Program Committees and Stakeholders Advisory Council - Program committees are populated by members of the Board of Directors, the SECOORA membership at large, and others.

1. Science Committee

Charge

• Develop a science plan for SECOORA. This plan will define, in broad terms, the coastal ocean scientific issues facing the SECOORA region. The science plan should be kept consistent with national guidelines and the IOOS societal goals.
• Keep the science plan for SECOORA current, by modifying, refining and adding to the existing plan as SECOORA efforts progress.
• Provide oversight for ensuring instrumentation and observation schemes in the SECOORA region are consistent with national and international OOS scientific recommendations.
• Interface with other SECOORA committees to insure fidelity of the science plan with the broader SECOORA charge, such as service to stakeholders.
• The Chair will facilitate input from the committee to provide guidance and review of proposals written on behalf of SECOORA.

2. Operations & Maintenance Committee

Charge: To advise the SECOORA Executive Director on the best ways to achieve a sustainable ocean observing system program that addresses identified priorities in a scientifically defensible manner.   The O&M committee will strive to establish policies and procedures that are demonstrably efficient and cost effective and which establish accountability of the RCOOS program as a whole.

Potential initial focus areas:

• Establish and maintain and inventory of all assets used in the ocean observing system.  Assets are defined in broad terms to encompass equipment used as well as personnel (compensated and volunteer) available to perform required tasks. 
• Promote establishment of data monitoring services, in coordination with the DMAC/ODP.   Utilize this capability to develop data monitoring and performance strategies for the observing system.
• Promote a concept of operations for the observing system that takes into account the multi-faceted nature of participation, funding and its users.
• Work with systems engineers to document the state of the observing system and define efficient pathways to enhance its utility.
• The Chair will facilitate input from the committee to provide guidance and review of proposals written on behalf of SECOORA.

3. Data Management and Communications (DMAC) – Ocean Data Partnership (ODP) Committee

Charges:

• Serve as the standards and protocols-making body for SECOORA’s internal and external data management (DM) and information management (IM) activities, including development of a viable DM/IM architecture, technical product identification, and the coordination/implementation of the SECOORA Data Management Plan.
• Oversee support and adjudicate resource contention issues within the Data Management Coordinating Committee (DMCC), a working group that will execute the technical tasks associated with the policies developed by the DMAC-ODP, Board of Directors, and regional stakeholders.
• Maintain and coordinate the Ocean Data Partnership with a specific goal of engaging regional data providers and other participants who might be outside the membership.
• Promote regional and national interoperability by evaluating, recommending, documenting, developing, and implementing data quality control/quality assurance (QA/QC) procedures, standards, services and serve as the liaison to the national level DMAC and with the DM elements of other IOOS RAs.
• The Chair will facilitate input from the committee to provide guidance and review of proposals written on behalf of SECOORA.

4. Education & Outreach Committee

Charge: Undertake efforts to define and ensure delivery of the SECOORA message to the:

1) Formal education community. Education interprets science information for formal K-12 educational system, college- and graduate-level educators and educators at “free choice” institutions, including museums and aquaria. K-12 education materials and opportunities will focus on the provision and scientific use of coastal ocean observing data (real-time and archived), use of technology in support of COOS, and career opportunities.  Education efforts typically involve workshops, development of curricular materials and lessons, and a network of engaged teachers. All education materials designed to support the SECOORA education focus will be aligned with state and national science education standards.

2) Public at large by focusing outreach, informal education, and extension efforts on adult learners who will benefit from the use of COOS data as a decision support tool for public service (weather forecasting, coastal management, security, public safety) and commerce. These outreach efforts can also be targeted to the general public through interpretation of COOS data to meet the needs of boaters/mariners, beachgoers, and defined audiences such as surfers and scuba divers.  This should be coordinated with the Stakeholder Advisory Council.

3) SECOORA membership by providing “in-reach” opportunities so that the Membership can learn about activities taking place in SECOORA as well as other RAs and IOOS. 

4) Develop an Education and Outreach section for the Business/Strategic Plan.

5) Review the current SECOORA Business Plan and incorporate an Education and Outreach component that works in concert with the seven identified IOOS societal goals:

1. Improve predictions of climate change and weather and their effects on coastal communities and the nation;
2. Improve the safety and efficiency of maritime operations;
3. Mitigate the effects of natural hazards more effectively;
4. Improve national and homeland security;
5. Reduce public health risks;
6. Protect and restore healthy coastal ecosystems more effectively; and
7. Enable the sustained use of ocean and coastal resources.

6) The Chair will facilitate input from the committee to provide guidance and review of proposals written on behalf of SECOORA.

5. Stakeholder Advisory Council.. A Stakeholder Advisory Council shall be established to ensure that SECOORA is developed with regional end-user benefits in mind. Stakeholder Advisory Council members will be appointed by the SECOORA Board of Directors and will reflect the broad spectrum of coastal ocean observing system data and product users. The chairperson and other officers, as may be determined to be necessary by the Council members or the Board of Directors, will be elected by the Stakeholder Advisory Council members through an election organized by the Board Development Committee. The Council should incorporate value added industry participants. At least one member of the Board of Directors shall serve on the Stakeholder Advisory Council. The Stakeholder Advisory Council will:

• Provide advice on policies
• Identify potential new audiences for data and products
• Provide input to improve data and products
• Assist or advise on ways to support the activities and enhance the national and regional resources of the National Federation of Regional Associations
• Suggest improvements on disseminating data and products
• Provide advice on other matters as may be requested by the SECOORA Board and Committees.