• There must be no self-dealing or any conduct of private business or personal services between any Board members and ICSC except as procedurally controlled to assure openness, competitive opportunity and equal access to proprietary information.
• Board members must not use their positions to obtain for themselves, family members, or close associates employment within ICSC.
• Should a Board member be considered for employment by ICSC, he or she must temporarily withdraw from Board deliberations, voting, and access to applicable Board information. Should such employment become effective, the Board member shall immediately resign his or her position on the Board.

• is or becomes part of the public domain
• is known by the employee, elected officer, board member, and committee chairman/vice chairman prior to his assuming employment or elected/appointed office
• is subsequently rightfully obtained by such person from a third party other than an ICSC member
• is independently developed by such person
• is approved for public release by the ICSC member from whom it has been obtained or is approved for release by the ICSC Executive Committee or Board of Directors, or is required to be disclosed by judicial action

No employee, elected officer, board member, and committee chairman/vice chairman is permitted to accept anything of value, including a gift, loan, reward, promise of future employment, favor, or service based on any understanding that the discretion or judgment of such person would thereby be influenced in his capacity as an employee or leader of ICSC.

Affinity Programs

The Board of Directors is empowered to endorse products and services and to establish co-sponsored services for members and their employees. The Board shall follow established guidelines when considering implementation of such services, including, but not limited to the following:

• No endorsed product or service shall conflict with ICSC policies or ICSC Bylaws.
• Each product or service must be reviewed and approved by ICSC legal counsel to determine it is not threatening to ICSC’s 501(c)(6) status.
• The real value of the product or service must be evaluated. There must be substantial member benefit and monetary savings over other marketplaces.
• ICSC must have an advantage in selling the product or service and the members should look to ICSC to provide the product or service. Distribution of the product or service must be able to be accomplished efficiently.
• ICSC must have control over the operation of the service and distribution of the product.
• The degree of risk, profit, and venture capital must be taken into consideration.

• Submits a written notice of resignation to his or her supervisor (or, if such employee reports to the Chairman, then he/she submits a written notice directly to the Chairman)
• Fails to return from an approved leave of absence on the date specified by ICSC
• Fails to report to work or fails to call in for three or more consecutive workdays

• *Authorize the borrowing of funds based on and with authority from the Board of Directors
• *Receive and expend funds through such accounts of ICSC maintained at approved financial institutions consistent with the approved annual budget.
• Maintain adequate and up-to-date financial records for all programs and related activities.
• Reimburse employees and contractors of ICSC and others for authorized expenses incurred on behalf of ICSC.
• Retain qualified accounting personnel
• *Approve the selection of an auditor for ICSC when it is determined by the Board of Directors that a professional audit is required.
• *Pay all invoices submitted to ICSC with the right to sign checks up to an amount not to exceed $4,999.99. All invoices in the amount of $5,000 or higher shall be submitted to the Treasurer for payment but shall first be approved for payment by the chief staff officer. The chief staff officer shall not sign checks in any amount made payable to him- or herself.
• The Executive Committee is empowered to direct the chief staff officer to establish at the same bank at which the ICSC checking account is held an “Imprest” fund, which shall never exceed $5,000. Signatories to this fund shall be the Chairman, the Treasurer, and the chief staff officer. The chief staff officer is authorized to pay invoices from this fund but shall not have the right to sign checks to himself or, if any close relatives are employed by him, to those relatives. An accounting of all checks signed by the chief staff officer as well as the Imprest Fund shall be forwarded to the Treasurer on a monthly and timely basis.
• *In relation to signing of checks, the official signatories of ICSC in financial transactions shall be the Chairman, the Treasurer, and the chief staff officer.
• All tax and legal forms shall be prepared by competent financial and legal persons and shall be signed by the chief staff officer or the Chairman.
• The chief staff officer shall negotiate with outside contractors for services and supplies necessary to carry out the activities of ICSC. No member of ICSC is authorized to negotiate with outside contractors or service providers. For any contract with a cost of $5,000 or more, the chief staff officer shall obtain three bids unless this is waived by the Board of Directors or by the Finance Committee with notice of such waiver to go to the Board of Directors for its consideration. The chief staff officer shall contract with suppliers on behalf of ICSC and shall be the primary signature on contracts pertaining to ICSC and financial instruments of ICSC.
• Secure in the name of ICSC adequate fidelity bonds upon all members of the Board of Directors, as necessary, and upon employees of ICSC and upon all others who are authorized to administer or process any and all assets of ICSC.
• The chairman and the chief staff officer shall be authorized to use a credit card issued to ICSC but use of such card shall be limited to bona fide ICSC expenses.

INVESTMENT POLICIES

(IMPORTANT NOTE: It is understood that this policy is being placed into effect at a time when ICSC has no large surplus funds for investment purposes. At such time as may be deemed appropriate by the Chairman or the Treasurer or the chief staff officer, this policy shall be reviewed and expanded as may be necessary. Such changes shall be submitted to the Board of Directors for approval.)  

This investment policy statement is set forth in order that:

• There is a clear understanding of the investment policies and objectives of ICSC.
• Fiduciaries have investment guidelines and limitations and understand the investment objectives of ICSC.
• ICSC has a basis for evaluating its portfolio’s investment performance.
• Protection of ICSC investments by prudent management defined procedures and approved investment alternatives appropriate to the funds being invested.

• Establish and approve all investment policies for ICSC.
• Review the investment performance of all ICSC funds.
• Approve the Investment Consultant to be retained by ICSC if retention of such consultant is deemed by the Board of Directors to be a necessary move.

• Monitor investment decisions to ensure they fulfill the investment objectives of this policy.
• Review the performance of all asset managers on a quarterly basis.
• Consider any proposed revisions to the investment policy and recommend any appropriate action to the Board of Directors.
• Evaluate and recommend an investment consultant to the Board of Directors after the Board has approved retention of same.
  

• Review quarterly statements from the investments in order to monitor fund progress and manager performance.
• Present to the Board of Directors any proposed changes to ICSC’s investment policy.

• Have responsibility for investment decisions, provided, however, that the Financial Committee may recommend to the Board of Directors changes in such decisions.
• Recommend to the Board of Directors and the Finance Committee the dollar amounts to be maintained in the various funds.
• Monitor investment decisions to ensure they comply with this policy.
• Review this investment policy at least annually and present recommended changes to the Treasurer for review and consideration and for submission to the Board of Directors.
• Utilize the services of any investment consultants retained for this purpose.

STAFF/GENERAL COUNSEL

Staff

Chief Executive Staff Officer

The Executive Director is the Chief Executive Staff Officer of ICSC. The Executive Director is responsible for managing the day-to-day activities of ICSC, including hiring and dismissal of other staff and contractors and consultants. The Executive Director shall set salary and benefits of all other staff working within the approved budget of ICSC.

The Executive Director is employed by and is responsible to the Board of Directors but shall take day-to-day directives from the Chairman. Dismissal of the Executive Director is the prerogative only of the Board of Directors.

The Board of Directors has the authority to change the title of the Chief Executive Staff Officer.

No officer, Board member, committee chairman/vice chairman shall reprimand any staff member other than the Executive Director. Any complaints against a staff member other than the Executive Director shall be made to and through the Executive Director. 

Lines of Authority

The lines of authority for the management of ICSC shall pass from the Membership (at the annual meeting) through the Board of Directors through the Chairman to the Executive Director. The Board of Directors shall require full and complete information from the Executive Director concerning all matters in connection with the management of ICSC as set forth in approved policy and any motions of record passed by the Board of Directors.

The Executive Director shall have the right and duty to attend all meetings of the Board of Directors, Executive Committee, Foundation, all committees, task forces and other bodies of ICSC. He may designate others to attend as his representative in the event of conflicting meetings or meetings held when he is not available. The Board of Directors and Executive Committee may vote to go into executive session and in such instance the Executive Director may be excused from attendance at their respective requests.

It shall be the policy of ICSC that neither the Executive Director nor any staff member is authorized to pay for meals, refreshments, lodging, travel, etc., for any individual member, officer, Board member, etc. when the Executive Director and/or other staff member is entertaining or being entertained by same. 

The Executive Director shall:

• serve as an ex officio non-voting member of the Board of Directors and of the Executive Committee.
• in consultation with the Chairman, act in the best interest of ICSC in areas where specific authorization or directives are lacking and shall direct all management operations and activities of ICSC in accordance with the Bylaws, this policy manual and motions of record from the Board of Directors and/or Executive Committee.
• report to the Board of Directors at all Board meetings.
• be responsible for setting all fees for ICSC activities, programs, and publications.
• ensure that all committee, task force, and other chairmen will receive all pertinent files, materials and information concerning their responsibilities, and shall, in cooperation with the respective chairmen, develop agendas for all meetings of these bodies.
• develop, in cooperation with the Chairman and Vice Chairman, a disaster plan covering fire, floor, and natural disasters and including the sudden incapacitation of the Executive Director.
• perform the duties of the office within the context of commonly accepted association ethics and management criteria as well as adhere to governmental laws and regulations.
• inform the Board of relevant trends affecting the ICSC.
• report directly to the Chairman who acts on behalf of the directors. The Board of Directors will intercede (a) if it is the judgment of the Chairman that the involvement of the Board is necessary, or (b) if the Executive Director is incapacitated. The Board will receive an annual report from the Executive Director at its November meeting.
• prepare or supervise reports as required by the Board of Directors such as quarterly financial reports, an annual audit if ordered by the Board of Directors, membership reports and minutes of Board and Executive Committee meetings.
• work with the Financial Committee to propose an annual budget for the subsequent year and submit this to the Board of Directors and to the Annual Meeting in November for review, mark-up if required and subsequent approval, and shall use the final budget as his/her financial guidelines for the subsequent year.
• collect and disburse funds for ICSC within the confines of the established annual budget.
• report to the Board and/or Executive Committee any substantial deviation (7.5% net or larger) from the established budget.
• have authority (with approval by the Chairman of the Financial Committee or of the Treasurer), to move monies from one line item to another line item as long as this does not affect the overall budget of ICSC.
• abide by the financial procedures and investment policies established by the Board of Directors
• assign all duties of ICSC staff and retain ultimate responsibility for the timely completion of such tasks
• serve as staff liaison with other associations with similar interests and represent ICSC at all appropriate meetings of those organizations, and serve as ICSC spokesman with the media in cooperation with the Liaison and Legislative Committees, serve as liaison with governmental agencies and Congress where interests of ICSC and its members are concerned.
• coordinate communications between ICSC and its members and others, including the number and frequency of publications and their content, working within the established budget.
• attend (with spouse if he/she desires) all official ICSC functions where appropriate and other functions as approved by the Chairman of the Board with all expenses involving such attendance to be reimbursed.

• All officers in the line will automatically move up one position. However, if the Nominating Committee has reason not to select the vice chairman to move to chairman, it must report to the board its reasons for taking this position. The board will then vote to support the Nominating Committee or to reject the Nominating Committee recommendation. A majority of those voting will be required in either instance.
• If the board supports the Nominating Committee’s action, the Committee shall select the next officer in the line of succession for the chairman and move all others up accordingly.
• To be nominated for vice chairman or chairman, the nominee must be in Category 1. If, during his term of office the vice chairman moves from Category I to Category II, he may complete his term as vice chairman but shall be ineligible to proceed to the position of chairman.
• If the chairman, during his term of office, moves from Category I to Category II, he shall be allowed to complete his term as chairman.
• The Nominating Committee will select a nominee for any position in the executive committee chairs that is vacated as a result of having current officers move up one or more positions.
• Members will be advised of the names of all board members whose terms end this year. In June or July, the members will be invited to recommend names of members to fill these vacancies. With each name submitted, the member submitting the recommendation must accompany it with a resume of the prospective nominee and why he/she should be considered. Only members in good standing may submit recommended candidates' names.
• The same procedure shall be used to recommend nominees to fill vacant officer positions.
• The deadline for receipt of recommended nominations shall be 30 days after the call for nominees has been distributed.
• All recommendations will be kept on file by the staff and within one week after the deadline shall be duplicated and a packet of names and back-up materials shall be sent to the Nominating Committee by overnight courier. Staff shall not reveal the names being submitted to the Nominating Committee to any other member.
• The Nominating Committee will meet on a date set by the chairman and announced to the committee two weeks prior to the meeting. The meeting may be in person or by conference telephone call at the discretion of a majority of the committee.
• At this meeting, each recommended name shall be considered; provided, however, if a name does not meet the established criteria, that person's name shall be set aside and dropped from consideration. The member(s) who had recommended such person shall be advised of the Nominating Committee's action and the reason for such action.
• The Nominating Committee shall select as a slate for the board of directors at least two more candidates than there are vacancies; e.g., if there are 5 seats open on the board, the committee shall nominate at least 7 members.
• Requirement 8 above shall not necessarily apply to nominations for positions vacant on the executive committee.
• The slate chosen by the Nominating Committee shall be submitted to the membership through the ICSC website and a procedure for voting shall be devised and fully explained to the members along with the slate of candidates. A member shall be provided with a mail ballot on request. Otherwise all voting shall be done by electronic ballot.
• A deadline for voting shall be set and shall be no later than six weeks prior to the Annual Meeting.
• The Nominating Committee shall tally the votes and a plurality shall be required for election to each vacancy. In the event of a tie, the determination of the winner shall be determined by lot.
• The results of the voting shall be held by the Nominating Committee and announced by the committee chairman at the Annual Meeting. At this time, nominations from the floor, in accordance with the bylaws provision, shall be allowed. If there are no nominations from the floor, the results of the voting as announced by the Nominating Committee chairman shall be declared as final. It there are nominations from the floor, the bylaws procedures shall be followed and the electronic votes for any contested member shall be counted in determining the results of the paper ballot.

• Elections are open to all members whose dues for the election year are paid in full.
• Election date will be set as two weeks prior to the ICSC’s annual meeting.
• Invitations to vote will be sent out to general membership no later than four weeks prior to the election date.
• Included in the invitations will be a listing of the candidate slate and a brief biography of each candidate.
• The slate of candidates, pictures and biographies is also to be posted on the ICSC website.
• Members may vote “on-line” through the ICSC website or by use of a mail in ballot.
• Members may vote “on-line” any time commencing one month prior to actual election date. Mail in ballots must be postmarked by midnight of the actual election date.
• The ICSC staff will authenticate and tabulate all vote and ready results for presentation at the November Board of Directors meeting.
• Results will be announced to the full membership at the annual meeting and are to be posted on the ICSC’s website for a minimum of one month after the annual meeting.

• To act in good faith and in accordance with what they believe to be in the best interests of the ICSC.
• To discharge their responsibilities diligently and not delegate these to other committee members or to staff.
• To respect the confidentiality of committee activities.
• Not to use their positions on the committee for personal benefit, either financial, in the manner of gifts, or otherwise.
• To refrain from any discussions or activities that is in violation of the law or of anti-trust laws.

Chairman's Responsibilities

The committee chairman:

• attends all meetings of his committee
• accepts and supports the committee's charge
• works with staff in planning committee meetings and agendas
• exercises leadership
• is sufficiently informed to interact knowledgeably with other committee members and staff
• moves members toward participation and decision making
• evaluates committee efforts and communicates accomplishments to the committee and to ICSC leadership, cooperating with staff liaison in this regard.
• works with staff develops a work plan that will allow the committee to effectively and efficiently discharge it responsibilities for the year
• approves reports of committee meetings submitted to him by staff liaison before they are distributed or submitted to the Board of Directors
• makes policy recommendations developed by the committee to the Board of Directors for its consideration and action
• reports to the committee on actions taken on its recommendations by the Board of Directors

Staff Responsibilities

The committee staff liaison:

• is invited to and attends all meetings of the committee (the Executive Committee may hold "executive sessions" from which staff are excused)
• drafts the initial agenda for each committee meeting and cooperates with the committee chairman in developing a final agenda
• serves as a resource to the committee and not simply as committee secretary
• is thoroughly familiar with all aspects of the committee's work, including the scope of work, subjects under discussion, and ICSC policies related to the committee's work
• makes all arrangements for the committee meetings, including liaison with the venue meeting location and including telephone conference call meetings
• arrives early for the committee meeting to check the meeting roo arrangements and to distribute committee meeting materials
• answers questions, offers suggestions, and raises questions
• provides administrative support, including secretarial assistance as needed
• cooperates with the committee chairman to evaluate committee efforts and in communicating accomplishments of the committee to the committee members and to ICSC leadership
• when a new committee chairman is appointed, makes contact with him and provides him with orientation
• maintains continuing contact with the committee chairman
• provides on-site support for and attends all committee meetings
• helps prepare committee reports to the Board of Directors
• works with the committee chairman to ensure that the work of the committee is carried forth between committee meetings
• drafts the report to the Board of Directors, first submitting it to the committee chairman for mark-up and approval

Managing the Committee Meeting On-site 

The staff liaison shall meet with the committee chairman prior to the meeting and review the committee agenda and all agenda items before the meeting begins.

The staff liaison sits next to the committee chairman and assists in keeping the meeting on schedule, supervises refreshment breaks, helps encourage members to participate in discussion and that the meeting adjourns on schedule.

The chairman shall conduct the meeting, using Robert's Rules of Order. 

If the committee has an elected or appointment volunteer secretary, he is to handle reading of minutes of the previous meeting; if there is no elected or appointed secretary, this shall be the duty of the staff liaison.

The staff liaison shall take and record a roll of all committee members and guests in attendance.

The committee staff liaison shall keep an accurate recording of actions of the committee and shall review these minutes with the committee chairman as soon as possible after the committee has adjourned.

After the committee chairman has approved the minutes, the staff liaison shall distribute them to the full committee membership

Immediately after adjournment, the chairman and staff liaison shall meet briefly to agree on follow up actions and assign responsibility for same.

SPECIAL COMMISSION ON CATEGORY I AND CATEGORY II OF ICSC MEMBERSHIP & OFFICER/BOARD POSITIONSxx
(Approved by the ICSC Board of Directors)

1.The Vice Chairman and Chairman positions are to be limited to Category I members. If the Vice Chairman changes from Category I to II, he may serve out his term as Vice Chairman, but shall not move up to Chairman.

2.There shall be a Category II member elected by the Board to serve as a second “at large” member on the Executive Committee representing Category II members at that level.

3.The succession planning for members of the Executive Committee should be revisited and recommendations presented to the Board for consideration.

4. No more than one third of the members of the Board of Directors (not 
including the Executive Committee) shall be from Category II. If a Board member changes from Category I to II, he may complete his term of office on the Board. The Nominating Committee shall take this into consideration in offering new nominees for the coming year.

Likewise, if a Category II Board member becomes Category I, the Nominating Committee shall take that into consideration in maintaining the balance of two-thirds Category I, one third Category II Board membership.

5.All officers, except the Category II at-large member, shall be Category I. If
an officer moves from Category I to II while holding office, he may continue in office for the rest of his term.

The goal of this Commission is that these recommendations are to be effective for 2006. Chairman Smith is asked to aim at having them be effective for 2006.