Governance and Funding Working Group

See the Governance Framework as approved in July 2005.

This version of the Governance Framework is also available as an
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3.0 GOVERNANCE PLAN

SECOORA is a membership organization and the active participation of its members is core to its effectiveness. The governance structure should therefore place in the membership the ultimate authority to elect the board of directors, amend the by-laws, increase dues, and change the dues structure. The governance structure should also strengthen the membership's role in setting SECOORA’s substantive and strategic directions and priorities by giving members a clear role in the organization's planning process. The structure should also provide ample vehicles, such as program committees and working groups, through which members can coalesce, coordinate, work with and support one another.

The Board is responsible for developing the Ends Policies related to the strategic goals, directions, and priorities of the organization. It is important that the Board prescribe Ends Policies from an appropriately long-term perspective. Boards can make invaluable contributions to implementation planning; however, the Board should not do the actual long-range planning. By casting Ends Policies out toward the planning horizon, the Board lays out those values on which the staff makes and implements operational plans.

The Board is responsible for developing Executive Policies that define the Board’s expectations with regard to executive leadership and communications, and identify Board values with respect to minimum levels of staff prudence and ethics. The Executive Director is designated the Chief Executive Officer (CEO) of the association and is accountable to the Board for the management of the organization. The CEO reports directly to the Board of Directors and appoints staff to assist in carrying out the responsibilities of the organization. The Board of Directors should grant the CEO the necessary responsibility and authority for managing every aspect of the organization’s day-to-day affairs. The Board’s challenge is to exercise oversight with respect to staff operations, without obscuring role differences and without impeding the CEO’s ability to make operations and management decisions. The appropriate expression of the Board’s legitimate interest is not to make staff issues into a board issues, but to define Board expectations of the CEO as clearly and concisely as possible in advance.

The Board is responsible for developing the Governance Policies for the organization. The governance policies should ensure that the Board acts in trusteeship for the organization’s members and broader public “ownership.” The governance structure should serve as a legitimizing connection between this base and the organization. The Board’s status as a subset of the ownership is a built-in mechanism of linkage. Board members do not constitute a random subset however, as they are selected because they can best fulfill the trust of governance. The Board of Directors should be composed to the extent possible of people who reflect the perspectives and views of the various subsets of the ownership. However, in their service on the Board, directors should rise above the interests of their particular organizations, sectors, or political boundaries and focus on what will be best for the community of owners as a whole.

SECOORA’s Board of Directors should have the option of including some people of stature from outside of SECOORA who are known for their strong commitment to ocean sciences, technology, and public policy, and who bring a broader outside perspective or expertise that can help SECOORA better achieve its mission. There are two major ways in which the Board may be strengthened by including outsiders on the Board.

• Outsider board members bring a range of skills, talents and access that may not be available when it only draws from the membership. This could include people with a background in and access to politics, media, academia, corporate funding, and foundation funding or those who bring a national perspective.
• Membership organizations, such as SECOORA, may sometimes be discounted by the public and elected officials as representing the self-interests of its members. Outside board members, whose only commitment is to the public good, can strengthen credibility.

SECOORA’s Board should be size appropriate to be effective, so that is small enough to govern effectively and large enough to be inclusive of the different perspectives within SECOORA’s membership and broader constituency. There must also be some mechanism for an even smaller body to make urgent decisions when immediate and swift action is needed.

3.1 Committee Structure

3.1.1 Executive Committee

The Executive Committee shall be made up of the four officers (Chair, Vice-Chair, Secretary and Treasurer) as elected by the full Board of Directors, along with the immediate past Chair. The Executive Director will also serve as an ex-officio, non-voting member of the Executive Committee. The Executive Committee acts on behalf of the Board between meetings of the Board in areas that are defined and restricted by the Board as a whole. General authorities include:

• Performing certain functions on behalf of the Board between meetings (but not supplanting the work of the full board).
• Prepare board meeting agendas
• Plan Board’s work and make committee assignments
• Handle emergency or interim situations
• Evaluate the performance of the Executive Director (when applicable).
• Support, review, and monitor the planning process

3.1.2 Board Policy Committees

Board policy committees are established by the Board of Directors and regularly report on their activities to the Board. They are established to deal with ongoing responsibilities of the Board. Policy committees are always chaired by a Board member and can be comprised of both board members and non-members. Board policy committees are ongoing and provide written reports at each Board of Directors' meeting. These committees include:

3.1.2.1 Board Development Committee

• Establish criteria for Board selection, identifies and screens prospective nominees, and recommends slate of candidates to the membership.
• Recommend slate of officers for the full Board's approval.
• Reviews with each Board member their participation, attendance, and continuing interest in serving on the Board before renominating 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 candidate conduct regarding election campaigns.
• Design and implements a Board evaluation process.

3.1.2.2 Governance Committee

• Conduct an annual review of the By-Laws so as to evaluate and update them if necessary to ensure that they stay current, adapt with the times, and remain effective.
• Circulate proposed Bylaws amendments to the full Board for review and approval.
• Circulate Board-approved Bylaws amendments to the full membership for review and consideration prior to the Annual Meeting.
• Coordinate motions related to the Bylaws and Constitution at the Annual Meeting.
• Recommend to the Board standards and guidelines for SECOORA’s members as well as sets other criteria for membership in SECOORA above and beyond the standards and criteria already set for full members in the bylaws.
• Oversee processes for member organizations compliance with the standards and recommends any needed action to the full Board.
• Recruit and review all new applications for membership and makes recommendations to the full Board. The full Board approves all new members.

3.1.2.3 Finance and Audit Committee – Chaired by Board Treasurer

• Oversee financial management and health of organization; reviews 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.

3.1.2.4 Public Policy Committee

• Suggest comments on proposed legislation whenever it is appropriate.
• Deliver 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.
• Arrange visits for government officials to participate in SECOORA activities.
• Report to the Board on issues of interest to SECOORA within the federal, state, and local governments.
• Recommend appropriate positions on issues for the SECOORA Board and membership.

3.1.3. Policy Task Forces

Policy task forces are established by the Board of Directors and regularly report on their activities to the Board. They are always chaired by a Board member, are comprised members of the Board, and are mandated to examine and develop recommendations on Board policy matters. These task forces have a limited time horizon, a defined sunset clause in their mandate, and are required to provide reports at each Board of Directors' meeting until their task is completed.

3.1.4 Program Committees

Program committees are authorized by the Board and established by the Executive Director. Program committees report to the Executive Director. The committees may handle operational or management issues and serve in either advisory or functional roles for the Executive Director. The Chair of a program committee is appointed by the Executive Director and must be a SECOORA member or affiliate. Reports on the activities of program committees are provided to the Board of Directors through the Executive Director's CEO Report at each Board meeting. In the absence of a large staff, it is anticipated that a significant portion of SECOORA’s mission will be accomplished through the activities of the program committees. Examples of program committees may include:

• Science Advisory Committee
• Stakeholder Advisory Committee
• Data Management & Interoperability Committee
• Education & Workforce Training Committee
• Communications & Public Relations Committee
• Operational Management Committee

3.2 Membership Categories

To facilitate broad membership among all sectors, several different categories of membership are available. The primary membership in SECOORA is organizational. Only organizations will be afforded full membership rights and privileges either as Sustaining Members or Institutional Members. There are also individual memberships and affiliate memberships, with limited privileges, available to accommodate and encourage direct participation from ocean observations users and other stakeholders.

3.2.1 Sustaining Member

Any organization substantially engaged in the collection, delivery, or use of ocean observing data or information may join as a Sustaining Member, if they wish to participate at this level. Dues $10,000/ Year

Membership Rights and Privileges for Sustaining Members:

• Full membership voting rights (one vote per organization)
• Eligibility for nomination and election to the Sustaining Member Board Seats (up to 4).
• Eligibility for nomination and election to the Institutional Member Board Seats (minimum 9).
• Eligibility for nomination and election to the At-Large Board Seats (6)
• Eligibility to attend all SECOORA sponsored meetings at no cost (three per organization).
• Eligibility to lead, participate, and vote on program committees (one vote per organization)
• Access to SECOORA products, services, and training at no cost.
• Access to members-only resources.
• Right to SECOORA logo on organization literature and web site.

3.2.2 Institutional Member

Any organization (public, private, non-profit) engaged in the collection, delivery, or use of ocean observing data or information may join as an Institutional Member. Sole proprietorships and individuals are not eligible for membership within this category. Dues $1,000/Year

Membership Rights and Privileges for Institutional Members:

• Full membership voting rights (one vote per organization).
• Eligibility for nomination and election to the Institutional Member Board Seats (minimum 9).
• Eligibility for nomination and election to the At-Large Board Seats (6).
• Eligibility to attend all SECOORA sponsored meetings at no cost (one per organization).
• Eligibility to lead, participate and vote on program committees (one vote per organization).
• Discounts on SECOORA products, services, and training.
• Access to members-only resources.

For purposes of membership eligibility, “organization” is defined below. Questions concerning eligibility of organizations will be referred to the Board for decision and clarification.

• Business entity, firm, or corporation (other than sole proprietorship) which has been in business for a minimum of one (1) year
• Academic institution
• Federal, state, regional, or local government entity
• Non-profit corporation which has been in existence for a minimum of one (1) year
• Legally sanctioned association, council, or consortium which has been in existence for a minimum of one (1) year

3.2.3 Individual Member

Individuals who engage in the collection, delivery, or use of ocean observing data or information may join as individual members. Individual memberships allow for SECOORA participation by individuals operating sole proprietorships and individuals who are unable to act on behalf of their full organization. It also permits participation from multiple individuals within large organizations and encourages broader membership among users. Individual membership, however, does not include full voting membership privileges.

The only voting rights of individual members are for the election of at-large board members. If individuals are elected to serve on the Board through those elections, the member is then entitled to full Board voting privileges for the duration of the term. Dues $500/Year

Membership Rights and Privileges for Individual Members:

• Eligibility for voting, nomination and election for the At-Large Board Seats (6).
• Eligibility to attend all SECOORA sponsored meetings.
• Eligibility to serve on program committees.
• Discounts on SECOORA products, services, and training.
• Access to members-only resources.

3.2.4 Affiliate Member

Any organization that would otherwise qualify as an Institutional Member but whose ability to officially join SECOORA is constrained in some way. Affiliate membership is determined on a case by case basis by the Board. 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.

3.3 Board Structure and Composition

3.3.1 Composition of the Board

The Board will be composed of no fewer than 15 members and no more than 25 members. The number of Board seats filled should at all times be an odd number. The composition will be allocated as follows:

• Sustaining Member Seats – up to 4 seats available to Sustaining Members. Candidates for vacancies to be recommended by the Board Development Committee and elected by a majority vote of the Sustaining and Institutional Members.
  
• Institutional Member Seats – Minimum of 9 seats available to Sustaining Members and Organizational Members. Candidates for vacancies to be recommended by the Board Development Committee and elected by a majority vote of the Sustaining and Institutional Members. 9 seats will be allocated according to the list below: Additional seats in this category can be filled by any sector.
  • Industry/Private Sector – 3 seats
  • Academic/Research/Education Sector – 3 seats

  • Public Agencies/Non-profit/Other Sectors – 3 seats
    
    

• At-Large Seats – 6 seats available to any SECOORA member, including Individual Members. Candidates for vacancies to be recommended by the Board Development Committee and elected by a majority vote of all members. The seats will be allocated according to the list below. To meet the criteria for state association , a nominated member or their member organization must reside in or have an active business address in the state.

  • North Carolina – 1 seat
  • South Carolina – 1 seat
  • Georgia – 1 seat

  • Florida – 3 seats
    
    

• Public Seats – 3 to 6 seats may be available for individuals of stature from outside of SECOORA membership who would be selected based on their ability to effectively represent broader interests and perspectives. The number of Public Board Members should not exceed 25% of the total Board membership at any given time. Candidates are to be recommended by the Board Development Committee and elected by a majority vote of the Board.

3.3.2 Board Terms of Service

Board terms will be three years, with the Board members divided into three classes that would stand for election on a rotating basis. Board members could serve for two consecutive terms. Then they would rotate off that Board for at least one year before they could be reelected. Board terms of service requirements apply to the individuals elected rather than to the institutions they represent.

3.3.3 Board Meetings

Board meetings would be held 2 times a year for about one full day, plus a brief meeting at the annual Forum.

3.3.4 Role of Membership in Governance

Each year SECOORA will hold one annual membership assembly, where one officially appointed delegate from each member organization would gather. Organizational members (Sustaining and Institutional) have the ultimate authority to elect the Board, approve any changes to the bylaws, and approve increases in dues and changes in the dues structure.

Individual Members have an opportunity to participate in the annual membership assembly and vote in the at-large Board elections. Individual Members also have ample opportunity to participate in committees and voice their views on what SECOORA’s agenda and priorities should be. All members have opportunities to provide input, shape programs, tactics and strategies, and contribute through program committees and working groups.