Proposed Change in MAA Bylaws
Meeting at the 2003 MathFest, the Board of Governors of the Association voted to propose the following changes to Article IX of the MAA bylaws. This article deals with the financial administration of the Association. The proposed changes will be voted on at the MAA Business Meeting to be held on January 10 at the Joint Mathematics Meetings in Phoenix.
The goal of the proposed changes is to clarify several points relating to investments and financial matters. The current bylaws are less than clear — perhaps even self-contradictory — on certain points. The main conflict arises from the statements that the Treasurer is responsible for the control and administration of all investment funds (IX.1) and that the Investment Committee can trade securities (IX.8). The main suggested changes are:
1. Modify the responsibilities of the Investment Committee by: removing the authority to make investment decisions; requiring it to recommend broad investment policy for approval by the Board of Governors; requiring it to review regular reports from the Treasurer on investments and investment transactions; and making the Treasurer a member of the committee.
2. Clarify that the Executive Committee and Treasurer must follow the Board of Governors-approved investment policy and that the Treasurer is subject to the direction of the Executive Committee on investment matters.
3. Clarify that the Treasurer: has the authority, subject to the direction of the Executive Committee and in accordance with the Board of Governors-approved investment policy, to sell/buy/trade investment holdings; may share or delegate some or all of that authority to one or more entities with the approval of the Executive Committee (this could include members of the Investment Committee, professional fund managers, et cetera); shall at least quarterly provide the Investment Committee detailed reports on investments and investment transactions.
4. Clarify that investment transactions by the Executive Director are subject to the prior approval of the Treasurer.
Below is the full Article IX of the bylaws with proposed changes. Deletions are
struck out, while insertions are underlined.
Article IX—Financial Administration
1. The deposit, investment, and disbursement of all funds shall be subject to the direction of the Executive Committee. The Executive Director shall be custodian of the current operating funds. The Treasurer shall be responsible for the control and administration of all investment funds; endowment, trust, and gift funds; and such other funds as the Board may designate. Subject to the direction of the Executive Committee and in accordance with the Board-approved investment policy of the Association, the Treasurer shall have the authority to buy, sell, and exchange investments in such funds. With the prior approval of the Executive Committee, the Treasurer may share or delegate some or all of that authority to buy, sell, and exchange investments. The Treasurer shall at least quarterly provide detailed reports to the Investment Committee on all funds and fund transactions.
2. All incoming funds shall be received by the Executive Director, entered in the Association's books, and deposited or, after approval by the Treasurer, invested as shall have been prescribed by the Executive Committee in accordance with the Board-approved investment policy of the Association. The Executive Director shall keep proper accounts of all financial transactions of the Association.
3. The accounts of the Association shall be audited annually by a certified public accountant (the auditor). There shall be an Audit Committee, a subcommittee of the Executive Committee, consisting of two members each elected by the Board in alternate even-numbered years for a term of four years. The Audit Committee shall be responsible for selecting the auditor, receiving the report of the auditor, and making recommendations based on the auditor's report to the Executive Committee.
4. The Executive Committee shall annually prepare a budget allocating funds of the Association for the purpose of carrying out the objectives of the Association and present this budget to the Board for action.
5. The Executive Director, the President, and the Treasurer are empowered and authorized to sign, on behalf of the Executive Committee, contracts that are required for the conduct of the Association's activities specifically provided for in the approved annual budget.
6. Checks drawn on the accounts of the Association shall bear the signature of any one of several individuals whom the Executive Committee shall have authorized to sign checks on behalf of the Association.
7. The fiscal year of the Association shall be from January 1 through December 31.
8. There shall be an Investment Committee, a subcommittee of the Executive Committee, of which the Treasurer shall be a member. The Investment Committee shall recommend a broad investment policy for the Association, and changes thereto, to the Board for approval. The Investment Committee shall at least quarterly review and when appropriate report to the Executive Committee on detailed reports from the Treasurer on all funds and fund transactions involving investment funds; endowment, trust, and gift funds; and such other funds as the Board may designate.
The Investment Committee shall make recommendations to the Executive Committee on the investment of the Association's funds and on financial questions. The securities of the Association may be bought, sold, or exchanged upon the oral orders of members of the Investment Committee who have been given this authority by the Investment Committee.