SHPE’s National Board of Directors utilizes a committee structure to effectively manage and execute key responsibilities. Per SHPE’s bylaws, there are four ongoing, standing committees tasked with certain strategic initiatives. The overarching priority, however, is always meeting the needs of our members – regardless of who sits where.
The Executive Committee provides oversight for the entire organization and acts as a steering committee for the entire National Board of Directors (NBOD). The Executive Committee acts with full authority of the NBOD between Board meetings, subject to the statutory and Board-imposed limitations on committee action. The Executive Committee provides a sounding board to the Chief Executive Officer (CEO) and serves as a source of ready advice on operating and personnel matters. In addition, the Executive Committee monitors the performance of the CEO and makes recommendations to the NBOD regarding the compensation and benefits for the CEO.
Executive Committee Members:
- Will Davis (Chair)
- Melanie Weber (Vice Chair)
- Michael Wangen (Treasurer)
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Frequently Asked Questions
Who makes up the Executive Committee?
Per SHPE Bylaws, Section 8.2.4, The Executive Committee shall consist of the Chair, Vice-Chair, Secretary and Treasurer of the NBOD. The Chair of the NBOD shall serve as the Chair of the Executive Committee (the “Chair”).
What would I do as a member of the Executive Committee?
Act on behalf of the Board with respect to matters that arise between Board meetings, to the extent permitted by applicable law, the articles of incorporation, and the bylaws. The Executive Committee shall not have the power or authority to act on behalf of the Board with respect to the following matters:
- Adopting, amending or repealing any provision of the certificate of incorporation or bylaws;
- Amending the SHPE’s mission;
- Filling vacancies on the Board;
- Adopting an agreement of merger or consolidation;
- Authorizing the sale, lease or exchange of all or substantially all of SHPE’s property and assets;
- Authorizing the dissolution of SHPE or a revocation of a dissolution;
- Fixing compensation of Directors for service on the Board or any committee;
- Appointing or terminating the appointment of the officers and Directors;
- Amending or repealing any resolution of the Board which by its terms shall not be amended or repealed; and
- Terminating the CEO without prior NBOD approval via majority vote.
Provide advice to the Chief Executive Officer on operating and personnel matters, as requested.
Monitor the performance of the Chief Executive Officer, conduct the Chief Executive Officer’s annual performance review pursuant to the terms and conditions of SHPE’s employment agreement with the Chief Executive Officer, and make recommendations to the Board regarding the Chief Executive Officer’s performance goals for the subsequent year.
Obtain and evaluate relevant compensation information and make a recommendation to the Board regarding the Chief Executive Officer’s compensation (including all benefits) in line with nonprofit/association industry compensation standards and provide input for compensation of other senior employees as determined by the Board.
The Audit Committee oversees SHPE’s accounting and financial reporting processes, and systems of internal controls and risk management. The Audit Committee performs the following oversight functions: (i) oversee the independent audit process; (ii) ensure recommendations made by the independent auditor are implemented; (iii) review internal financial controls and risk management protocols; (iv) address complaints about financial mismanagement; (v) oversee the preparation and implementation of the governance policies referenced in the Form 990; and (vi) oversee all investigations per SHPE’s Reporting Violations Policy.
Audit Committee Members:
- Melanie Weber (Chair)
- Natalie Davila-Rendon
- Chris Hetner
- Adriana Ocampo (non-voting)
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Frequently Asked Questions
Who makes up the Audit Committee?
Per SHPE Bylaws, Section 8.2, the NBOD Chair shall appoint the Audit Committee Chair (the “Chair”) and the members of the Audit Committee. The Audit Committee shall consist of at least three members. Each committee member shall be appointed to serve for one-year terms.
What would I do as a member of the Audit Committee?
- Oversee and review periodically SHPE’s internal financial controls, including management’s compliance with applicable policies and procedures, risk management profile and policies, litigation matters and insurance coverage and complaints or other communications made under SHPE’s Reporting Violations Policy.
- Review the annual information returns (IRS Form 990, related schedules, and forms) and recommend it for approval, signature, and submission by the appropriate officer of SHPE.
- Ensure that financial reports are received, monitored, and distributed correctly.
- Prior to publication, review SHPE’s financial statements and other official financial information provided to the public with SHPE’s management and independent auditor.
- Prepare an Audit Committee report for inclusion at SHPE’s quarterly Board meeting.
- Comply in all respects with the requirements of the California Nonprofit Integrity Act and all other applicable laws relating to audit committees.
- Oversee the preparation and implementation of the governance policies referenced in the Form 990, such as conflict of interest, document retention, whistle-blower, review of executive compensation, etc.
The Governance Committee is responsible for SHPE’s governance oversight, risk management, and leading board performance initiatives. The Governance Committee performs the following functions: (a) regularly assess the composition of the Board in alignment with the NBOD agreed-upon composition markers; (b) inform and advise the Board regarding updates and best practices in non-profit governance; (c) in coordination with the Chief Executive Officer regularly review SHPE’s Bylaws, Committee charters, policies, and procedures and ensure that they are consistent with California non-profit corporation law and with best practices in non-profit governance, and make recommendations to the Board where updates or revisions are needed; and (d) lead annual Board self-evaluation efforts, as defined by the NBOD, based on the evolving needs of the organization, and provide regular reports to the Board on its performance.
The Governance Committee also oversees the work of two standing sub-committees: Elections Sub-Committee and Nominations Sub-Committee. In addition to the scope of responsibilities described in the sub-committee charters, the Governance committee oversees the: (a) engagement of succession planning for, and identification of individuals qualified to become members of the Board and assist the Board and Chief Executive Officer in the recruitment of new board members; and (b) screening of individual candidates for Board positions, and nomination to the Board via a slate of Officers and Directors.
Governance Committee Members:
- Will Davis (Chair)
- Carista Ragan
- Leo Soto
- Adrian Davila
Elections Sub-Committee Members:
- Will Davis (Chair)
- Leo Soto
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Frequently Asked Questions
Who makes up the Governance Committee?
Per SHPE Bylaws, Section 8.2, the NBOD Chair shall appoint the Governance Committee Chair (the “Chair”) and the members of the Governance Committee. The Governance Committee shall consist of at least three members, including the Chair. Each committee member shall be appointed to serve for one-year terms.
What would I do as a member of the Governance Committee?
- Facilitate the NBOD’s review, on an annual basis, of SHPE’s mission statement and the NBOD approved measurements by which SHPE’s performance is evaluated.
- Lead the administration of NBOD’s annual self-evaluation performance initiatives, based on the NBOD approved measurement criteria, and provide regular reports to the Board on its performance.
- Make recommendations to the Board regarding measuring or improving its performance. Make recommendations to the NBOD concerning the size, structure, composition and functioning of the NBOD and its Committees.
- Regularly review Bylaws and other governance documents. Periodically review all Board standing committee and Board support committee charters.
The Finance Committee oversees SHPE’s fiscal management. The Finance Committee performs the following oversight functions: (i) oversee the preparation of the annual budget and financial statements; (ii) oversee the administration of SHPE’s financial resources; and (iii) advise the Board with respect to making significant financial decisions.
Finance Committee Members:
- Michael Wangen (Chair)
- Joaquin Gamboa
- Steve Bermudez
- Matteo Sanchez-Dehl Gonzalez
- Juliette Jimenez
Investment Sub-Committee Members:
- Steve Bermudez (Chair)
- Michael Wangen
- Karen Santos
Charter >
Frequently Asked Questions
Who makes up the Finance Committee?
The Board Treasurer will serve as the Chair of the Finance Committee. The Finance Committee shall consist of at least three members, including its Chair.
What would I do as a member of the Finance Committee?
- Review and make recommendations to the Board regarding SHPE’s budget, including the process used in developing the budget.
- Provide strategic oversight of the administration, collection, and disbursement of SHPE’s financial resources, in addition to the related policies and procedures. The Finance Committee only has the authority to withdraw money, authorize transactions, or change SHPE’s investment strategies without in accordance with the approved actions of the NBOD.
- Advise the Board with respect to making significant financial decisions, such as correcting or restructuring SHPE’s books and accounting procedures when fiscal problems arise.
- Review periodically operating cash flows, liquidity position, and performance against budget and projections.
- Lead the Board review and development of SHPE’s strategy for long-term financial sustainability.
- Review regularly developments in relevant state and federal funding programs and requirements and SHPE’s compliance with such requirements.
- Review and make recommendations to the Board regarding the establishment and termination of banking and similar relationships.
- Prepare a Finance Committee report for inclusion at SHPE’s quarterly Board meeting.
- Serve as a resource to the Board regarding the understanding and interpretation of financial and investment reports.
- Ensure policies and procedures for financial transactions are documented, reviewed annually, and updated as necessary.