National Board of Directors

The Chairperson will preside over all meetings of the SHPE National Board of Directors, and will generally provide high-level leadership in supporting, guiding, and overseeing SHPE’s planning and goal-setting.  The Chairperson should serve as a trusted advisor to the SHPE Chief Executive Officer and a soundboard for the development of SHPE’s strategic plan.  

The Chairperson makes appointments to the Committees of the SHPE National Board of Directors, and is responsible for ensuring that appropriate individuals are responsible for each of those Committee’s functions.

The Chairperson also serves, with the Vice-Chairperson, Treasurer and Secretary, as a member of SHPE’s Executive Committee, which advises and manages SHPE’s leadership and acts on the Board’s behalf in certain circumstances.  The Chairperson has authority to call a meeting of the National Board of Directors.

Qualifications

The Chairperson should have extensive nonprofit leadership experience with significant demonstrated accomplishments, and should be able to provide valuable strategic advice to SHPE’s Directors and leadership.  The Chairperson should also have a long-demonstrated commitment to SHPE, its values and programs, and should have a deep and well-rounded knowledge of the organization.  A successful Chairperson will be a respected individual with the trust of SHPE’s Directors, officers and staff, and should have demonstrated skills in cultivating relationships and developing consensus across individuals with different viewpoints.

Responsibilities

• Preside at all meetings of the SHPE National Board of Directors: Create a purposeful agenda in collaboration with the SHPE staff and Chief Executive Officer; manage Board and Committee meetings efficiently and have a positive effect on Board culture and cooperation.
• Provide leadership and support for SHPE’s governance and activities: serve as a point of contact between SHPE’s leadership and the National Board of Directors; demonstrate a commitment to diversity on the SHPE National Board of Directors and SHPE leadership and staff; work closely with SHPE’s Directors and leadership to develop SHPE’s fundraising plan and strategy; work with the National Board of Directors and the Nominations Subcommittee to identify and recruit potential Directors.
• Assess Board performance: Oversee the annual performance assessment of SHPE and the SHPE National Board of Directors and identify ways in which their performance can be improved; consult with SHPE’s Directors on how their individual performance of their roles can be improved.
• Managing officers and staff: Advise, oversee, and assist SHPE’s staff and leadership; select, evaluate, and determine compensation of the Chief Executive Officer; directly and as a member of the Executive Committee, annually evaluate the Chief Executive Officer’s performance.

The SHPE Vice-Chairperson assists and supports the SHPE Chairperson and SHPE’s staff and leadership.  In the Chairperson’s absence the Vice-Chairperson carries the Chairperson’s duties and oversees all meetings of the National Board of Directors. If the Chairperson is removed or no longer able to serve in that capacity, the Vice-Chairperson shall serve as the Chairperson until a new Chairperson is appointed.

The Vice-Chairperson also serves, with the Chairperson, Treasurer and Secretary, as a member of SHPE’s Executive Committee, which advises and manages SHPE’s leadership and acts on the Board’s behalf in certain circumstances. The Vice-Chairperson has authority to call a meeting of the National Board of Directors.

Qualifications

The Vice-Chairperson should be qualified to assume the Chairperson’s role when the Chairperson is unavailable to attend meetings of the National Board of Directors, and, if necessary, assume the Chairperson’s role on an ongoing basis.  The Vice-Chairperson should be sufficiently familiar with SHPE’s policies and operations and the operations of the National Board of Directors to be able to perform the Chairperson’s role whenever needed.

Responsibilities

• Managing officers and staff: Advise, oversee, and assist SHPE’s staff and leadership; directly and as a member of the Executive Committee, select, evaluate, and determine compensation of the Executive Director and staff.
• Be prepared to fill the Chairperson’s role: Assist the Chairperson in the execution of the Chairperson’s responsibilities; serve on Board Committees as requested to learn the operations of SHPE and the National Board of Directors.

SHPE’s Treasurer supervises the organization’s finances and financial reporting. The Treasurer is responsible for overseeing SHPE’s policies and procedures to ensure that all of SHPE’s funds are collected and deposited promptly in the appropriate accounts, oversees the preparation of SHPE’s budget, and ensures that financial reports are timely prepared and provided. The Treasurer will coordinate with SHPE’s Chief Financial Officer and serve as a point of connection between the National Board of Directors and SHPE’s leadership and staff on financial matters.

The Treasurer also serves as the chairperson of the Finance Committee of the National Board of Directors and selects two additional Directors to serve as Finance Committee members. The Finance Committee is responsible for overseeing the budgeting process, developing, and reviewing SHPE’s fundraising plan, and leading the National Board’s review and discussion of SHPE’s financial status and strategy.  The Treasurer, directly and as chair of the Finance Committee, is responsible for guiding SHPE in all significant financial decisions.

The Treasurer also serves, with the Chairperson, Vice-Chairperson and Secretary, as a member of SHPE’s Executive Committee, which advises and manages SHPE’s leadership and acts on the Board’s behalf in certain circumstances.

Qualifications

The Treasurer should have significant experience in bookkeeping, accounting, or finance, or otherwise have sufficient expertise to be able to guide the Finance Committee and the National Board of Directors in those areas.  Because the Treasurer is responsible for overseeing SHPE’s funds and financial reporting, the Treasurer should have demonstrated personal and professional integrity, and have values aligning with those of SHPE and its mission and work.

Responsibilities

• Budgeting: Supervise the budgeting process and preparation of SHPE’s annual budget.
• Accounting and financial reporting: Oversee SHPE’s processes for recording transactions and reporting its financial position and results of operations accurately and in accordance with applicable legal requirements.
• Internal controls: Ensure that SHPE maintains a system of internal controls designed to provide reasonable assurances that it efficiently carries out its operations, safeguard its assets, produces reliable financial statements, and complies with applicable legal and contractual requirements.
• Board reporting: Present financial statements and projections at meetings of the National Board of Directors and lead financial planning discussions.

The Secretary of SHPE plays an essential role in managing SHPE’s corporate functions. By ensuring that all meetings, deliberations and actions of the National Board of Directors and Board Committees are properly documented and maintained, the Secretary enables SHPE to avoid obstacles or challenges in the exercise of its corporate authority. 

The Secretary also serves, with the Chairperson, Vice-Chairperson and Treasurer, as a member of SHPE’s Executive Committee, which advises and manages SHPE’s leadership and acts on the Board’s behalf in certain circumstances. The Secretary has authority to call a meeting of the National Board of Directors.

Qualifications

While much of the Secretary’s work can be deferred to SHPE staff, the SHPE Secretary should possess the strong organizational and communication skills needed to maintain an orderly system of records and communications in compliance with legal requirements and SHPE’s Bylaws. The Secretary should have demonstrated management experience to ensure the proper delegation and oversight of these functions. The role of Secretary is extremely detail-oriented, and the Secretary should maintain a strong grasp of SHPE’s Procedures and Bylaws to ensure that SHPE’s corporate records are maintained in compliance with them.

Responsibilities

• Documentation of Board actions: Serve as the Secretary for all meetings of the National Board of Directors; maintain SHPE’s meeting minutes; ensure that votes, actions and consents by SHPE’s Committees and National Board of Directors, including actions taken without a meeting, are properly recorded; maintain all Board and Committee records as required by SHPE’s policies.
• Policies and procedures: Certify and maintain copies of SHPE’s corporate policies, including SHPE’s Bylaws.
• Meeting preparation: Circulate and maintain copies of all meeting notices to Directors; coordinate with SHPE staff and the Chairperson of the National Board of Directors to develop and distribute the agenda and meeting materials in advance of each Board meeting.

The members of SHPE’s National Board of Directors are responsible for setting the strategy for, and reviewing the activities and affairs of the organization.  SHPE’s Directors serve as resources for supporting SHPE’s mission, create vital connections between SHPE and its constituencies, and play an essential role in overseeing the use of SHPE’s resources and its compliance with ethical and legal standards.  Responsibilities for the National Board of Directors include, but are not limited to, the following:

• Governance and oversight: determine and review SHPE’s mission and strategy; set SHPE’s medium- and long-term goals and objectives; be responsible for prudent management of SHPE’s financial, investment, risk management, legal, and tax matters; authorize major plans and commitments after adequate review and inquiry; safeguard SHPE’s assets from misuse, waste and loss; ensure compliance with applicable laws and contractual obligations.
• Performance evaluation: monitor program performance, outcomes, and impact; complete an annual survey to assess SHPE’s performance and the Board’s performance and identify ways in which to improve them; work to ensure that Board membership is sufficient to meet the demands of the work and the needs of the organization.
• Budgeting and fundraising: contribute to SHPE’s fundraising efforts and serve as a point of connection between SHPE and members of their community; review budgets and financial performance and develop fundraising strategy; oversee the development of a financial plan to ensure that there are adequate funds to cover expenses and support SHPE’s long-range goals and objectives.
• Recruitment and onboarding: assist with identifying prospective Directors based on priorities set by the Nominations Sub-Committee; commit to diversity on the Board and aid in the recruitment of candidates that represent a cross section of SHPE constituencies; assist in onboarding new Directors.
• Representation – no Director can represent the will of the Board unless empowered by the Board to do so (for example by a motion or an action item, etc.), It is not the will of the Board to have individual Director(s) give direction to the.  Should a Board Director wish to request a change, addition, or deletion from the staff’s scope of work, job responsibilities, or day-to-day interactions, the CEO must be empowered to handle the request as he/she sees fit. 

Qualifications

Qualified Directors will have shown interest and demonstrated support of SHPE or in diversity and inclusion in STEM. Directors are expected to have had leadership responsibility with SHPE or its programs and activities, and be engaged directly or indirectly in the fields of engineering, science, mathematics or technology. SHPE’s Directors will demonstrate connections to academics or working professionals, or companies or organizations that employ or promote STEM enterprises. SHPE’s Directors should show a commitment to engaging in fundraising and helping SHPE develop its programming and resources. Directors are required to understand and act according to the code of conduct for a Board Director and for his/ her designated role and responsibilities.

Responsibilities

• As a practical matter, the day-to-day activities of SHPE will be managed by SHPE’s leadership and staff.  However, Directors have two non-delegable responsibilities (their “fiduciary duties”) in how they oversee the affairs of SHPE: the duty of care and the duty of loyalty.
• The duty of care requires that each Director be informed about organizational activities and participate in decisions. It also requires that the director do so in good faith, in a manner that the director believes to be in the best interest of the organization, and with such care, including reasonable inquiry, of an ordinarily prudent person in similar circumstances. 
• The duty of loyalty requires that Directors act in the interest of the organization and not in their own interest or in the interest of another entity.  
• These duties, and other legal responsibilities, apply to Directors as they managed SHPE’s affairs, including in the following areas:
• Oversight: The Board must be involved in making important decisions on SHPE’s behalf, including those involving a significant commitment of SHPE’s resources.  Directors must exercise due diligence by conducting a reasonable investigation into the facts of a particular situation or transaction before making their decision.  Directors should make a reasonable inquiry by asking questions, gathering information, and discussing these issues with the other Directors.  The National Board and each Committee have the authority to engage independent legal, financial or other advisors as needed to support their oversight of the organization.  Directors (and their agents and attorneys) have a right to access and copy SHPE’s books, records and documents at any reasonable time.
• Compliance: Directors are responsible for ensuring that the operations of SHPE are consistent with applicable legal requirements and avoiding any instances of “private inurement” or “private benefit” that would violate IRS requirements.  Directors are responsible for overseeing SHPE’s fundraising activities and ensuring that they are consistent with California law and applicable IRS guidelines.
• Management of Investments: The National Board of Directors is responsible for making prudent investments of SHPE’s resources and avoiding excess risk, including, where applicable, diversifying the organization’s portfolio and avoiding speculative investments.
• Conflicts: Directors must comply with the requirements of SHPE’s conflicts policy and are responsible for avoiding any self-dealing transactions. A Director with a conflict of interest can meet with other Directors only to answer questions, and should otherwise recuse themselves from debate and voting on the transaction in question.
• In fulfilling their responsibilities, Directors can rely on information and advice from experts, including attorneys, accountants, and investment professionals, as long as the Director acts in good faith and reasonably believes that the expert involved is competent and reliable.
• California law includes various protections for directors of nonprofit corporations who act in accordance with their fiduciary duties. In addition, the law permits nonprofits to indemnify directors with respect to claims against them by reason of their status as Directors, and to procure Director and Officer liability insurance.  SHPE will indemnify its Directors consistent with SHPE’s Bylaws and with applicable law.