American Society of Heating, Refrigerating and Air-Conditioning Engineers, Inc.

M I N U T E S

SOCIETY RULES COMMITTEE CONFERENCE CALL

October 17, 2011

Note: These draft minutes have not been approved and are not the official, approved record

until approved by the Society Rules Committee.

TABLE OF CONTENTS Society Rules Committee Meeting October 17, 2011

CALL TO ORDER ...................................................................................................................... 1 REVIEW OF AGENDA 1 APPROVAL OF MINUTES 1 REVIEW OF ACTION ITEMS 1 UNFINISHED BUSINESS 1 Proposed Members Council Joint Expo Policy Amendment - Attachment A 2 Proposed Amendments-C&E Committee ROB 2.431 – Attachment B 2 Reimbursement of BOD Registration Fees – Attachment C 2 Fees for Presidential Members’ Spouses Attending President’s Luncheon 2 Guide for Content of ROB, MOP and Reference Manual – Attachment D 2 Proposed Bylaws Amendment-Remove DRCs from Members Council – Attachment E 3 ASHRAE Bylaws Article VI Councils, Section 6.5 – Attachment F 3 Proposed ROB Amendments to Remove DRCs from Members Council-Attachment G 3 Miscellaneous ROB Clean-up Items from Members Council – Attachment H 3 EXECUTIVE SESSION NEXT MEETING 3 ADJOURNMENT 3

PRINCIPAL MOTIONS Society Rules Committee Minutes

October 17, 2011

No.- Page Motion 2 – 2 that the Members Council Motion 3 (6/27/11) Conferences and Expositions Committee revisions to the Joint Exposition Policy Committee composition-ROB 2.412.002.1 be approved as shown in Attachment A. 3 - 3 to amend the template for Content of ROB by placing boiler plate wording in 2.XXX.005 and add the Template to the SRC Reference Manual. 4 – 3 that the proposed changes to ASHRAE Bylaws, Article VI, Councils, Section 6.5 be approved as amended by striking “the Regional Chairs” and inserting “wording that “Members Council members are elected by each Chapters Regional Committee” as shown in Attachment E. 5 – 3 that the Miscellaneous Clean-up Items from Members Council be approved as shown in Attachment G and by changing the term “Regional Chairman” to “Regional Chair” throughout the document.

ACTION ITEMS Society Rules Committee

October 17, 2011

No. – Pg. Responsibility Summary Status 1 - 1 Cofer Make changes to ROB 1.201.027.4 and 1.201.027.5 and enter

these editorial changes in the SRC Log of Rule Changes.

2 - 1 Brandemuehl Rewrite the Rules for Letter Ballot Voting to include SRC

comments regarding quorum. Confer with other groups as to how they handle letter ballot voting and report responses to SRC.

3 – 2 Giesler Rewrite the Operations section of ROB 2.431 Conferences

and Expositions Committee proposed amendments document.

4 – 2 Graef Send a letter ballot to SRC to vote on the revised version of

ROB 2.431 Conferences and Expositions proposed amendments.

5 – 2 Cofer Review the numbering sequence history of 2.431.005

Strategic Plan and correct the numbering as needed.

6 – 2 Cofer Amendments to ROB 1.201.027-Travel Reimbursement Policy,

2.104.015-Meeting Registration Fees and 4.417.2-Annual Expenses were presented to reflect BOD motion 14C passed in Montreal. Ms. Cofer agreed to Update .

7 – 2 Graef/Giesler Rewrite ROB 1.201.027-Travel Reimbursement Policy, ROB 2.104.015-Meeting Registration Fees and ROB 4.4.17.2-Annual Expenses using updated ROBs and fees motions from Montreal for the next SRC conference call.

8 - 3 Staff Update the ASHRAE Bylaws, Article VI, Councils, Section 6.5

approved by SRC as amended by striking “the Regional Chairs” and adding wording that “Members Council members are elected by each Chapters Regional Committee”, as shown in Attachment E.

_________

9 - 3 Graef/Brueckner Proposed ROB Amendments to Remove DRCs from Members Council as shown in Attachment F was tabled until the Board of Directors votes on the ASHRAE Bylaws, Article VI, Councils, Section 6.5 changes. Mrs. Graef and Mrs. Brueckner to revise this item and present it for discussion during the next conference call.

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10 - 3 Cofer Send the October 17, 2011 SRC Executive Session minutes to SRC members.

Complete_

M I N U T E S

SOCIETY RULES COMMITTEE Conference Call

Monday, October 17, 2011 10:00 am – 12:00 pm EDT

MEMBERS PRESENT: Patricia T. Graef, Chair Michael J. Brandemuehl (and Council Liaison) Arthur L Giesler Max H. Sherman Jack H. Zarour T. David Underwood, CO MEMBERS ABSENT: Steven T. Bushby, Vice Chair COUNCIL LIAISONS PRESENT: Tina M. Brueckner Daniel C. Pettway STAFF PRESENT: Gloria F. Cofer Claire I. Neme CALL TO ORDER Chair Graef called the meeting to order at 10:04 am on Monday, October 17, 2011. Members, guests and staff attended as listed above. A quorum was present. REVIEW OF AGENDA The agenda was accepted as presented with no changes. APPROVAL OF MINUTES Mrs. Graef called for approval of the minutes from the September 29, 2011 Society Rules Committee conference call. Mr. Giesler made the motion and it was seconded (1) that the minutes of the September 29, 2011 Society Rules Committee conference call be approved. MOTION 1 PASSED – (4-0-0-CNV) REVIEW OF ACTION ITEMS 2 - 2 Cofer -Make changes to ROB 1.201.027.4 and 1.201.027.5 and enter these editorial changes in the SRC Log of Rules Changes - Ongoing 3 - 2 Brandemuehl – Rewrite the Rules for Letter ballot voting to include SRC comments regarding Quorum; confer with other groups about how they handle letter ballot voting and report backto SRC at the next conference call. – Ongoing UNFINISHED BUSINESS

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American Society of Heating, Refrigerating and Air-Conditioning Engineers, Inc.

Society Rules Committee Minutes – October 17, 2011 Page 2

Proposed Members Council Amendments to Joint Expo Policy Committee Composition-ROB 2.412.002.1 - Attachment A After some discussion about the amendments to this ROB, Mr. Giesler suggested that item 4 of the third paragraph be deleted because the ASHRAE executive vice president is listed elsewhere in the ROB. It was also suggested that the term “ASHRAE/AHRI” be removed in all instances where it was included as a part of the official“Joint Exposition Policy Committee” name. Also, the executive vice president (item 1 in paragraph 4) should not be included as being reimbursed for travel since he is an ASHRAE employee. Additional wording was recommended as shown below in double underlined text: The ASHRAE non-voting members of the ASHRAE/AHRI Joint Exposition Policy Committee shall include 1. The ASHRAE Executive Vice President 2. The chair and vice chair of the CEC and one other member of the CEC appointed by the CEC chair who is expected to serve as technical program chair of the next Winter Conference. Mr. Brandemuehl made the motion and it was seconded (2) that the Members Council Motion 3 (6/27/11) Conferences and Expositions Committee revisions to the Joint Exposition Policy Committee composition-ROB 2.412.002.1 be approved as amended as shown in Attachment A. MOTION 2 PASSED – (5-0-0-CNV) Proposed Amendments to Conferences and Expositions Committee ROB 2.431 – Attachment B Mr. Brandemuehl suggested that 2.431.001.3 be deleted because it is stated elsewhere in the ROB. After brief discussion regarding other editorial changes that should be made to the proposed amendments, it was determined that 2.431.003 Operation should be rewritten because too much detail was included that should be moved to the MOP. Mr. Giesler agreed to rewrite the “Operation“ section of the ROB and send it to Mrs. Graef. Mrs. Graef agreed to send a letter ballot to SRC to vote on the revised version. It was agreed that no wording changes should be made to 2.431.005 Strategic Plan because this wording is boilerplate and should be consistent for all committees. It was pointed out that the numbering may need to be editorially changed from 2.431.005 to 2.431.004. Mrs. Cofer was asked to review the numbering sequence history and correct it as needed. Reimbursement of BOD Registration Fees – Attachment C Several questions arose in a discussion about what the Board’s intentions are regarding this item. Amendments to ROB 1.201.027 Travel Reimbursement Policy; 2.104.015 Meeting Registration Fees; and 4.4.17.2 Annual Expenses were presented to reflect BOD motion 14C passed in Montreal. Ms. Cofer agreed to update the ROBs from the Montreal meeting, add new motions on fees and send them to Mrs. Graef and Mr. Giesler so they can revise this item and report back to SRC. Fees for Presidential Members’ Spouses Attending President’s Luncheon SRC members voted on this item during the last conference call and therefore it is complete. Guide for Content of ROB, MOP and Reference Manual – Attachment D Mr. Sherman recommended adding the boiler plate wording in 2.XXX.005 and to the Reference Manual. Mr. Sherman made the motion and it was seconded

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Society Rules Committee Minutes – October 17, 2011 Page 3

(3) to amend the template for Content of ROB by placing boiler plate wording in 2.XXX.005 and add the Template to the SRC Reference Manual MOTION 3 PASSED (4-0-0 CNV) Proposed Bylaws Amendment to Remove DRCs from Members Council – Attachment E Mr. Sherman pointed out that wording should be added to this proposed bylaws amendment, explaining how members are selected, as follows in highlighting and double underlining: ASHRAE Bylaws, Article VI, Councils, Section 6.5 Section 6.5 Members Council. The Members Council shall be a standing council of the board of Directors and have an officer as its chair, one or more officers as vice chairs, the Regional Chairs a Members Council representative member elected by each Chapters Regional Committee, and other members as specified by the Board of Directors. As directed by the Board of Directors, the said council shall be responsible for procedures and operations of regions, chapters, sections, and branches; and make recommendations to the Board of Directors concerning the policies of the Society and its regions, chapters, sections, and branches. Mr. Sherman made the motion and it was seconded (4) that the proposed changes to ASHRAE Bylaws, Article VI, Councils, Section 6.5 be approved as amended by striking “the Regional Chairs” and adding wording that “Members Council members are elected by each Chapters Regional Committee”, as shown in Attachment E. MOTION 4 PASSED (4-0-0 – CV) Proposed ROB Amendments to Remove DRCs from Members Council – Attachment F This item was tabled until the Board of Directors votes on the ASHRAE Bylaws, Article VI, Councils, Section 6.5 changes. At that time, Mrs. Graef and Mrs. Brueckner will revise this item and present it for discussion during the next conference call. Miscellaneous ROB Clean-up Items from Members Council – Attachment G Mr. Brandemuehl pointed out an inconsistency in that terms “Regional Chair” and “Regional Chairman” are used. He suggested that “Regional Chairman” be changed to “Regional Chair” throughout the document. Mr. Brandemuehl made the motion and it was seconded (5) that the Miscellaneous Clean-up Items from Members Council be approved as amended by changing the term “Regional Chairman” to “Regional Chair” throughout the document as shown in Attachment G. MOTION 5 PASSED (4-0-0 – CV) EXECUTIVE SESSION Ms. Cofer reported that the minutes from the SRC Executive Session were sent to President-Elect Tom Watson. Ms. Cofer was asked to send the Executive Session minutes to SRC members. NEXT MEETING A Doodle poll will be sent to SRC members to schedule the next SRC conference call during the week of November 29 or the week of December 5.

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Society Rules Committee Minutes – October 17, 2011 Page 4

ADJOURNMENT The meeting adjourned at 12:11 pm. Respectfully submitted,

Gloria F. Cofer, Secretary cc: Board of Directors Staff Directors Attachments: A. Proposed Members Council Amendments to Joint Expo Policy Committee Composition-ROB 2.412.002.1 B. Proposed Amendments to Conferences and Expositions Committee ROB 2.431 C. Reimbursement of BOD Registration Fees D. Guide for Content of ROB, MOP and Reference Manual E. Proposed Bylaws Amendment to Remove DRCs from Members Council F. ASHRAE Bylaws, Article VI, Councils, Section 6.5 G. Proposed ROB Amendments to Remove DRCs from Members Council H. Miscellaneous ROB Clean-up Items from Members Council

SUBJECT: Referral from Members Council Motion 3 (06/27/11) – Conferences and Expositions Committee: 1. The Conferences and Expositions Committee recommends to Members Council that the Rules of the Board be revised as follows: 2.412 Joint Exposition Policy Committee 2.412.002 Membership 2.412.002.1 Composition The ASHRAE/AHRI[c1] Joint Exposition Policy Committee shall be comprised of three voting members representatives from each cosponsor of the AHR Expo and additional non-voting members as determined by each. The ASHRAE voting members of the ASHRAE/AHRI[c2] Joint Exposition Policy Committee shall include:

1. one Presidential Member (who shall also serve as chair of the ASHRAE/AHRI[c3] Joint Exposition Policy Committee when it is ASHRAE’s term to provide that chair),

2. one current or immediate past member of the Executive Committee (at the time of the original appointment),

3. one other member of the ASHRAE Board of Directors (at the time of the original appointment) and

4. the ASHRAE Executive Vice President as a non-voting member. [c4] The ASHRAE non-voting members of the ASHRAE/AHRI[c5] Joint Exposition Policy Committee In addition to the voting membership, the following ASHRAE members may participate in the meetings and functions of the ASHRAE/AHRI Joint Exposition Policy Committee as non-voting members with transportation reimbursement, shall include[c6]

1. the ASHRAE Executive Vice President, 2. the Chair and Vice Chair of the Conferences and Expositions Committee (CEC), and[c7]

one other member of CEC appointed by the CEC chair who is expected to serve as technical program chair.

the Conferences & Exposition Committee (CEC) Winter Conference Technical Program Chair and

1. the chair and vice chairs of the Professional Development Committee, without transportation reimbursement.transportation reimbursement.

3. Background: ASHRAE receives significant revenue each year from the AHR Expo and benefits from broad representation on the Joint Exposition Committee. The inclusion of the CEC Winter Conference Technical Program Chair as a non-voting member of the committee will improve the quality of ASHRAE’s participation in the planning of the event. The reimbursement of transportation expenses will encourage active participation from the non-voting members. The Joint Exposition Committee reports to CEC and CEC should be responsible for its activities.

Fiscal Impact: Transportation expenses for 3 non-voting members for the May committee meeting each year, estimated to be $1500.

Attachment A SRC Minutes – Oct 17, 2011

CONFERENCES AND EXPOSITIONS COMMITTEE (Effective July 1, 2008)

2.431.001 SCOPE AND PURPOSE 2.431.001.1 This committee shall provide ASHRAE members and other meeting attendees with fully coordinated, cost effective, meeting experiences with balanced technical and business/professional content. It shall prepare technical presentations and expositions that expand on ASHRAE’s position as leader in the HVAC&R industry, provide a venue for general education of people new to the HVAC&R industry and facilitate technology transfer of new innovations in the HVAC&R industry.

2.431.001.2 This committee shall oversee the production of the Winter and Annual Meetings and other ASHRAE conferences and expositions globally. It shall seek technical content for conferences through internal ASHRAE sources and external sources, schedule content delivery, facilitate technical and commercialism review of materials, study the suitability of locations and hotels for the Annual meetings and the headquarters hotel for the Winter Meeting.

2.431.001.3 This committee shall be the cognizant committee for ASHRAE in the AHR Expo. This committee is responsible for ASHRAE involvement with AHRI and IEC in the Joint ASHRAE/ARI/IEC Expo Policy Committee.

2.431.002 MEMBERSHIP

2.431.002.1 Composition

The members of this committee are as follows:

Twenty-one (21) voting members, including a chair and a vice chair

Board ex-officio

Coordinating officer

2.431.002.2 Qualifications

a) Members should have an awareness of the current technical information needs of various segments of the HVAC&R industry.

b) Membership should include broad representation for the HVAC&R industry

c) All members shall be Associate Member grade or higher.

d) Members should have previous experience serving on technical or standing committees.

e) Membership should include several members who have recently served as Technical Committee Program Subcommittee chairs. Members should have sufficiently high educational and technical background to bring balanced and mature judgment to bear in qualifying technical papers.

f) Members shall make a commitment to be available during the entire technical program, the commercialism review sessions and the CEC meetings.

2.431.002.3 Term of Service

Service on this committee is for a three-year period. Appointments are made each year by the President-Elect for the administrative year covered by his/her term as President. 2.431.003 OPERATION 2.431.003.1 General Requirements Conferences and Expositions Committee shall:

a. select ASHRAE hotels (based upon staff provided research) for Winter and Annual meetings select location/city and hotels (based upon staff provided research) for the Annual meeting upon approval by Members Council and reported as an information item to the BOD.

c. develop and implement ASHRAE topical/specialty conferences d. facilitate the needs and assist in the production of ASHRAE joint conferences with other

organizations. e. approve program-based budget to ensure fiscal viability of all ASHRAE conferences and

expositions. f. schedule meeting space availability for the Annual and Winter meetings based on the following

priorities:

Attachment B SRC Minutes– Oct 17, 2011

Formatted: Indent: Left: 0.5", Tab stops: 0.5", Left + Not at 0.25"

Comment [c1]: Strike

1. Society Technical Program Functions 2. Board of Directors/Councils 3. Standing Committees 4. TC/SPC/TG Committees 5. TC/SPC Subcommittees g) solicit appropriate technical and business oriented content to be presented at any proposed

conference that meets the needs of the membership from both internal and external sources. Internal sources include ASHRAE Technical Committees, Research Activities, Standing Committees, Standards Project Committees and Steering Committees’ Project Committees. External sources include but are not limited to technical societies, trade associations, HVAC&R industry organizations and organizations having a Memorandum of Understanding (MOU) with ASHRAE.

2.431.005 STRATEGIC PLAN 09-06-21-12C This committee shall develop procedures for recommending updates to the strategic plan on a continuous basis. As a minimum, this committee shall submit a report to the Members Council prior to the annual meeting. The report includes the current status of each activity which supports the fulfillment of this committee’s assignments under the strategic plan. This committee shall report to the Members Council all recommendations for changes to the strategic plan as provided by this committee’s constituents prior to the Annual Meeting. 2.431.006 POLICIES This committee is responsible for reviewing, recommending changes and interpreting the following:

Guidelines for ASHRAE Conferences

Comment [c2]: Mr. Giesler will rewrite 2.431.003-Operation section – too much detailed information included.

Comment [c3]: – Mr. Giesler will rewrite/strike sections of this paragraph

Comment [c4]: Numbering needs to be consecutive. This should be 2.431.004.

Comment [c5]: Do not change any wording to this section because the same wording is included in ROBs of other committees and should remain consistent.

Reimbursement of BOD Registration Fees for Winter and Annual Meetings

Amendments to ROB 1.201.027 are needed to reflect BOD motion 14C passed on June 26, 2011. Background: At the June 29, 2011 BOD meeting, the BOD passed the following motion: (14C) That Board of Directors members be charged a registration fee calculated by

applying a 75% discount to the member full registration fee rounded up to the nearest $5.00 for Winter and Annual Meetings, beginning with the Winter Meeting in 2013.

Proposed amendments to ROB 1.201.027, Travel Reimbursement Policy, 2.104.015 Meeting Registration Fees, and 4.4.17.2 Annual Expenses are needed in wording highlighted below. 1.201.027.2. Definitions A. Transportation Expense: By public transportation, the cost of round trip fare from terminal to

terminal. By automobile, mileage from home or office to destination and return. B. Travel Expense: Transportation expense plus ground transportation, hotel, meals, parking fees, registration, and social event expenses. Except for Winter and Annual meetings, registration fees will be reimbursed. C. Advance Purchase Coach Fare: Fourteen (14) day advance purchase (non-refundable) coach

fare applicable to your destination. D. Transportation Expense Cap: A maximum reimbursement amount per trip established by an

ASHRAE council, Board of Directors, or Director and Regional Chair. 1.201.027.3 Applicability A. President - Travel expenses for the President and spouse for presidential activities shall be

reimbursed, when requested. B. Other Officers 1. Travel expenses for Officer Executive Committee activities without prior Presidential

approval shall be reimbursed, when requested, for: a. Board of Directors meetings. b. Executive Committee meetings. c. Meetings where the officer acts as chairman or vice chairman. d. CRCs when assigned or in the officer's home region. e. Finance Committee and Board Planning Committee meetings.

Attachment C SRC Minutes – Oct 17, 2011

Comment [c1]: Mrs. Graef and Mr. Giesler will rewrite this ROB to clarify whether registration fees

for BOD members will be reimbursed, to clearly define “travel expense”. The BOD’s intention should

be clarified.

2. Officers’ spouses’ travel expenses shall be reimbursed, when approved by the President and requested, for 1A, 1B and 1D above.

3. Travel expenses for Officer Executive Committee activities when approved by the President

shall be reimbursed, when requested, for: a. Meetings where the officer substitutes for the President or for another assigned officer. b. Meetings with outside organizations where the officer represents ASHRAE. c. Training sessions for officers. d. Meetings of committees for which the officer is Coordinating Officer. e. Meetings with staff. 4. Officers’ spouses’ travel expenses shall be reimbursed, when approved by the President

and requested, for 3A and 3B above. 5. Transportation costs shall be reimbursed, when requested, for all other officers' travel as

approved by the President. Officers’ spouses’ transportation expenses to accompany the officers where the President requests the spouses to attend shall be reimbursed, when requested.

6. Travel expenses for Officer Executive Committee nominees to attend the spring Executive

Committee meeting prior to the annual meeting at which they take office shall be reimbursed, when requested. Officer nominees’ spouses’ travel costs shall be reimbursed, when approved by the President and requested, to accompany officer nominees to the spring Executive Committee meeting.

7. Travel expenses for Officer Executive Committee nominees to attend Board of Directors

and Executive Committee meetings at the annual meeting at which nominees take office shall be reimbursed when requested. Officers’ spouses’ travel costs shall be reimbursed, when approved by the President and requested, to attend the annual meeting at which the officers take office.

8. An honorarium shall be offered to Executive Committee members to cover the tax liability

for spouse travel reimbursement with the amount to be determined individually based on each officer’s specific federal and state income tax rates. (09-01-25-08)

C. Directors (DRC and DAL) 1. Travel expenses for Directors attending Board meetings shall be reimbursed per this

policy: a. Board members should arrive either the day before or the day of their first required

meeting and depart either the day of or the day after their last required meeting. b. With the exception of item ―e‖ below, hotel room reimbursement shall be at the

meeting rate for a standard room as set for the meeting (headquarters hotel for Society meetings). Hotel costs include room, taxes, fees and internet access.

c. Ground transportation shall be for shuttles, taxis or similar transportation to and from

the airport, train station, or public transportation station for the meeting location. Rental cars will not be reimbursed unless prior approval is obtained from the President or Executive Vice President.

d. Meal reimbursement is based on actual expenses up to a maximum of $45.00 per

day less deduction of $10.00/breakfast, $15.00/lunch and $20.00/dinner for group

Deleted: costs

Deleted: costs

functions (Board luncheon, social events). Meal reimbursement is not a per diem. Any amount spent over the allowance for meals will not be reimbursed by ASHRAE.

e. In lieu of reimbursement for meals outlined in ―d‖ above, a Board member may

choose to apply all of the $45 meal allowance to upgrade to a concierge floor hotel room. Either meal charges or concierge floor upgrade charges — but not both — will be reimbursed. Concierge floor charges over $45 per day are the responsibility of the Board member.

f. Parking expense (economy) shall be paid for the departure station. If equal or less

expensive ground transportation is utilized, that cost may be reimbursed in lieu of parking.

g. Complimentary full registration (meeting and social events) shall be provided for the

annual and winter meeting. The cost of the Regional Dinner shall be reimbursed. 2. Directors shall be reimbursed per the following table for attendance at council,

committee, chapter or regional meetings not held during the annual or winter Society meetings.

3. Director nominees shall be reimbursed for travel expenses, when requested, to attend an

orientation usually held in the spring prior to their taking office at the Society annual meeting. Director nominees’ attendance at Board meetings prior to taking office shall be reimbursed per Section III, Paragraph C.1. (11-03-07-01)

4. Board members who are requested by the President-Elect to conduct the orientation for

BOD nominees shall be reimbursed for travel expenses, when requested. (11-03-07-01) D. Ambassadors - Travel expenses for ambassadors attending meetings when authorized by the

President may be reimbursed when requested. E. Presidential Representatives – Transportation expenses for presidential representatives and

spouses attending meetings approved by the President may be reimbursed when requested. The President has the discretion to authorize travel expenses, when appropriate. (10-01-24-07)

F. Other - Transportation expenses authorized by the Rules of the Board for members to attend

meetings and participate in activities may be reimbursed when requested. G. Councils and Standing Committees – Transportation expenses for council and standing

committee members to attend authorized meetings shall be reimbursed, if requested, according to these rules and ROB 2.104.012. (07-01-31-10)

Board Level Event Reimbursement

Council meeting Travel

Board level committee (finance, planning, etc.) Travel

Service as EX-O from BOD to committee Travel

CRC - Host DAL Transportation

CRC – Host DRC Transportation

CRC - Other Transportation

Presidential assignment Travel

H. Representatives of other organizations – Representatives of other organizations, participating in an ASHRAE project or program may be reimbursed for their travel or transportation expenses, if requested, as determined by the rules of the Board or the Manual of Procedures governing the relevant activity. The President may approve exceptions to this rule. (07-06-24-06)

4.4 RESPONSIBILITIES OF DIRECTORS AND REGIONAL CHAIRMEN (DRCs) 4.4.17.2 Annual Expenses: a. Board of Directors - Transportation and other travel expenses not exceeding the approved maximum daily expense rate may be reimbursed for a maximum of seven days for attending Board meetings when requested. An approved maximum expense rate will be established for each BOD meeting in order to calculate the maximum amount of reimbursement allowed based on the number of nights’ stay required (not to exceed 7). Typical reimbursement includes lodging, and Society functions. Board members attending council, committee, Chapters Regional Conference, and chapter meetings may be reimbursed for transportation expenses only. (01-06-24-8A(5) A copy of the Travel Reimbursement Policy is in ROB Volume 1. 4.5.6 Within the limits of their professional and personal obligations, spouses of officers are encouraged to participate in the following events: A. The spouse of the President of the Society: (1) All domestic and international business trips (2) Executive Committee meetings, if requested (3) ASHRAE Winter Meeting (4) ASHRAE Annual Meeting B. Spouses of officers other than the President: (1) Executive Committee meetings, if requested (2) ASHRAE Winter Meeting (3) ASHRAE Annual Meeting (4) Assigned Chapters Regional Conferences (CRCs) (5) Meetings where the officer substitutes for the President C. Spousal participation may include the following: (1) Attend general business sessions as well as special sessions presented especially for spouses (2) Attend social functions to which spouses are invited (3) Attend tours arranged for companions 4.5.7 Guidelines for reimbursement of travel expenses for officers and spouses are in ROB Volume 1, Travel Reimbursement Policy. 4.5.8 The word ―spouse‖ as used in the Manual of Procedures for Officers and Directors shall be a marital partner or other companion in a committed relationship. (02-06-23-10/09-06-21-06)

This paragraph is subject to change or may be stricken: 2.104.015 Meeting Registration Fees 300-104-001 98-06-25-36/99-01-24-27/06-06-28-07 All attendees at Society winter and annual meetings shall pay the applicable meeting registration fees except that the following shall be exempt from paying these fees: Life Members, Presidential Members, speakers, host committee members, students and press. Seminar speakers and forum moderators shall receive a complimentary 1-day registration.

Deleted: registration

Template for Committee ROB Page. Notes in Italic are suggestions to the writer and should not appear in the ROB. The Finance Committee and EHC ROB are included as good examples.

NAME OF COMMITTEE

2.XXX.001 Scope and Purpose This committee shall be responsible for ….. activities and issues that relate to……. including but not limited to …………... 2.XXX.002 Membership 2.XXX.002.1 Composition The members of this committee shall be as follows:

Chair: Any special requirements of Chair Position

Vice Chair: Any special requirements of Vice Chair Position

Voting Members: Composition of membership and special requirements of each type of member and any experience, background or sector. Include terms of service. Note: These members, positions, and terms will appear on the official roster. Note: These members unless otherwise noted and as such may qualify for certain benefit.

Non-Voting Members: Consultants, Staff, Ex officio, etc., as required. Note: These members, positions, and terms will appear on the official roster and as such may qualify for certain benefits.

2.XXX.002.2 Qualifications See ROB 2.104.004.1 and 3.300.004, A.3.

Explain how various members gets the position, appointed by president, is VP of society, past member of another committee, etc. Terms of service for the membership can go here instead. 2.XXX.003 Operation (example actions are listed) 2.XXX.003.1 This committee shall coordinate …….. 2.XXX.003.2 This committee shall develop….. 2.XXX.003.3 This committee shall monitor, promote, liaise, etc.,….. 2.XXX.004 Policy If there are any policies governing this committee or council’s operation, they should be stated here. (only if they don’t appear somewhere else in the ROB.)

Attachment D SRC Minutes – Oct 17, 2011

2.XXX.005 Strategic Plan This committee shall support the strategic plan by………………….. Note: This may not be needed since the BOD has not assigned strategic responsibilities to all councils and committees. Additional Suggestions: Do not repeat any rules that are already spelled out in 2.104, 2.105, or other places in the ROB, unless this committee is taking exception to these rules. Do not upwards or sideways delegate, i.e. “The vice chair will serve on the Planning subcommittee of Technology Council”. In this example, it is up to Technology Council to define its subcommittee structure. Do not include operational details. The ROB States what the body is responsible for. The MOP states how the body will get these things done. i.e., In the MOP it will state that the chair is responsible for assigning responsibilities, the vice chair is responsible for the budget and the chair will organize three subcommittees committees to perform other specific duties. The Reference Manual will go into more detail than the MOP. Do not overlap duties of another body unless you will be co-cognizant, or if each body specifically brings something to the table. Empowerment. Be brief in the ROB. Moving more information to the MOP will reduce dependence on the BOD. The more details that can be moved into the reference manual, will reduce the dependence on higher bodies for approval of changes. The reference manual should have forms, acronyms, awards, Consistency. Be sure to use the same words and titles to describe a position, an action or an entity. Be consistent with capitalization and use of acronyms.

Comment [c1]: SRC voted to amend the template for Content of ROB by placing boiler plate wording in 2.XXX.005 and add the Template to the SRC Reference Manual.

Examples of Concise Committee ROB pages

FINANCE COMMITTEE

2.408.001 SCOPE AND PURPOSE This committee provides supervision of the Society's fiscal operations in accordance with the Bylaws and the policies set forth by the Board of Directors. (520-126-002) 2.408.002 MEMBERSHIP 2.408.002.1 Composition (05-06-29-08) The members of this committee are as follows

Eight (8) voting members including the Treasurer, at least two Vice Presidents and five (5) other members of the Society. (SBL 7.4)

The coordinating officer of the committee shall be the Treasurer. (520-102-001)

The chair of this committee shall be the Treasurer.

An officer from each council shall be a member of this committee. 2.408.002.2 Qualifications It is suggested to the President-Elect that appointments to this committee be made of individuals who could be considered potential officer candidates. (67-01-29-14) 2.408.002.3 Term of Service The length of term of the members (other than the Treasurer and the Vice Presidents) is three years, two or more new members to be appointed each year. Length of term (including appointments to fill unexpired terms) should be specified at time of appointment. (85-06-26-11/86-06-25-09/94-06-26-03) 2.408.003 OPERATION 2.408.003.1 General Requirements This committee shall submit recommended 2-year fiscal plans, including the succeeding year's annual budgets to the Executive Committee prior to its fall meeting. The Finance Committee shall monitor expenses to see that expenditures are within the approved budgets. (06-01-22-05) The Finance Committee shall target the annual budget for the General Fund of the society to provide a General Reserve Fund equivalent to approximately 1/3 of each current year General Fund total expenses, but not less than 20%. (91-01-20-13/03-01-29-11) The Finance Committee shall direct the investment of ASHRAE funds by the financial consultant in accordance with guidelines established by the Finance Committee with the objective of preservation of capital with reasonable growth at a chosen level of risk. (98-06-24-06) A representative from this committee shall be assigned to each council as liaison between the committee and the council. (87-06-28-02) 2.408.003.2 Budgets 520-126-004 88-06-26-02/92-07-02-05/96-02-18-04/98-06-24-06 The Finance Committee is responsible for development and recommendation of the following budgets to the BOD:

General Fund Budget Research Fund Budget

The vote for adoption of the budgets shall be taken at the Annual Meeting. 2.408.003.3 Investment Policy 700-110-101 79-06-24-02/87-06-28-03/92-06-28-02/97-06-29-07/99-01-24-18 03-01-29-06 The ASHRAE investment policy is approved 2.408.003.4 Investment Management 700-111-001 01-01-31-12 The investment advisors are switched to Lesesne Capital Management, the timing of the switch to be subject to staff review of the contractual agreement with the current investment advisor. 2.408.004 Manuals and Procedures This committee is responsible for reviewing, recommending changes and interpreting the following:

Fees, Dues and Privileges

Strategic Plan (with respect to fiscal limits)

ENVIRONMENTAL HEALTH COMMITTEE (520-122)

2.406.001 SCOPE AND PURPOSE This committee shall be responsible for identifying major environmental health trends impacting the practice of HVAC&R, informing the ASHRAE leadership and membership of these trends and their potential impacts, and making recommendations on new activities and policies in response to these trends. In addition, this committee shall serve as a resource to the Society on activities and issues that relate to environmental health impacts of building environmental control technologies including but not limited to ventilation, and thermal conditioning.

2.406.002 MEMBERSHIP 2.406.002.1 Composition The members of this committee are as follows

Maximum of 15 voting members, including a chairman and vice chairman; a past member of the Standards Committee; a past member of Research Administration Committee (Research Liaison 2.0, 4.0, or 5.0); a physician; a past chairman of a technical committee involved in environmental health or indoor air quality issues (TC 2.1, 2.3, 2.4 or 4.3); at least one member from outside the U.S. and Canada; a Health Professional (such as an industrial hygienist, an epidemiologist, or a public health official); a past Society officer who has recently served in that capacity. (85-06-27-58/86-06-22-22/98-01-16-16/07-03-02-6B)

Board ex-officio and coordinating officer 2.406.002.2 Qualifications There is no member grade requirement for committee members, nor requirement for ASHRAE membership. However, it is essential that committee members have specialized professional experience in the area of indoor air quality or environmental health. 2.406.002.3 Term of Service Service on this committee is intended to be for a 3-year period. Appointments are made, however, each year by the President-Elect for the administrative year covered by his/her term as president. The chairman of the committee shall be a non-voting member of the Technology Council. (93-01-24-09) 2.406.003 OPERATION 2.406.003.1 General Requirements This committee shall maintain a long-range plan for Indoor Air Quality conferences and submit this plan to Technology Council at the annual meeting. (98-01-16-16) 2.406.003.2 Budget The budget of this committee may include travel costs for liaison to other groups working on environmental health issues and travel costs to bring members of other societies/groups with needed expertise to meet with this

committee. Travel costs (other than normal transportation costs) will be available only for Environmental Health Committee members who have no allegiance to ASHRAE, and would attend only to assist with this committee and related activities. 2.402.004 STRATEGIC PLAN 09-06-21-12C This committee shall develop procedures for recommending updates to the strategic plan on a continuous basis. As a minimum the committee shall submit a report to the council prior to the annual meeting. The report includes the current status of each activity which supports the fulfillment of the committee’s assignments under the strategic plan. The committee shall report to the council all recommendations for changes to the strategic plan as provided by the committee’s constituents prior to the Annual Meeting.

DRCs Removed from Members Council

ASHRAE BYLAWS, ARTICLE VI, COUNCILS SECTION 6.5

Section 6.5 Members Council. The Members Council shall be a standing council of the Board of Directors and have an officer as its chair, one or more officers as vice chairs, the Regional Chairs a representative from each region, and other members as specified by the Board of Directors. As directed by the Board of Directors, the said council shall be responsible for procedures and operations of regions, chapters, sections, and branches; and make recommendations to the Board of Directors concerning the policies of the Society and its regions, chapters, sections, and branches.

Attachment E SRC Minutes – Oct 17, 2011

Deleted: Members Council Representative

DRCs Removed from Members Council

RULES OF THE BOARD

ROB 3.400, MOP for Officers and Directors Section 3, Geographic Organization 1.3.2 Each Director and Regional Chairman (DRC) nominee Members Council Representative may

expect to receive from the Secretary existing Rules of the Board (ROBs) and Manuals of Procedures for the Society committees reporting to Members Council active at the regional level, including Chapter Technology Transfer, Membership Promotion, Nominating, Research Promotion, and Student Activities plus the Rules of the Board (ROB) and Manual of Procedures of Members Council., on which the DRC will serve.

ROB 2.301.001 Membership: The members of this Council are as follows: A. Chairman: President Elect B. Vice-Chairman; Treasurer C. Voting Members: Chair, Vice Chair, 3 Directors-at-Large, plus the Regional Chairman a Member

Council Representative from each region D. Non-Voting Members: Chair of each committee reporting to this council ROB 2.301.002 Alternates 09-06-24-11/10-06-30-15[5]: In the absence of a Director and Regional Chair (DRC), the DRC may appoint the Assistant Regional Chair (ARC) or a Regional Vice Chair to serve as an alternate. This temporary appointment can be made in the event the DRC is ill or otherwise incapacitated, but has not permanently vacated the office. The DRC shall notify the President, the chair of Members Council, and the Director of Member Services, as soon as possible, as to the dates and reasons for this temporary appointment. This alternate would have voice and voting rights at Members Council meetings and have voice but not voting rights at Board of Directors meetings. ROB 3.400, MOP for Officers and Directors Section 4, Authority and Responsibilities 4.4 Responsibilities of the Director and Regional Chairmen (DRC) 4.4.5 The Director and Regional Chair is a member of the Members Council (SBL 6.5). The DRC's

responsibility is to represent the region in deliberations of this council; to provide written report to the Members Council on the activities of the chapters in the region 30 days prior to the Society meeting; to recommend the formation of new chapters in the region; and to participate in formulating recommendations to the Board of Directors concerning policies, procedures and operation of the Society and its chapters. Members Council responsibilities are discussed in Section 8 of this manual.

4.4.6 The Director who is also Regional Chair reports on regional and chapter activities in the region as requested by the chairman of the Members Council, or when such reports will helps in the resolution of problems before the Board. The DRC, in turn, interprets actions of the Board, as needed, at meetings of the Chapters Regional Committee and at chapter meetings. (10-06-30-15[6])

4.3.9cThe Director-at-Large who is assigned as Board Ex Officio to the Admissions and Advancement Committee shall be required to attend only those meetings held during Annual and Winter meetings of the Society.

Attachment F SRC Minutes – Oct 17, 2011

MISCELLANEOUS CLEAN-UP ITEMS FROM MEMBERS COUNCIL

RULES OF THE BOARD

ROB 2.301.012 Chapter Certificates, Gift Items, Banners The BOD authorizes staff to provide or have available for purchase the following certificates, gifts and banners for use by chapters: A. Chapter past president pins - chapters (60-01-31-15) B. Certificates for chapter speakers and seminar participants (78-02-01-29) C. Emblemed gifts (68-06-26-08/88-05-21R7) D. Banners for ASHRAE student branches (79-01-31-21) E. ASHRAE student member pins (88-05-21-30) ROB 3.910, Staff Manual Member Services Department Membership The Society shall make available to chapters a membership roster of area-assigned members, both printed and on disk in ASCII format, each time the roster is updated. Each participating chapter shall be charged an annual fee of $75 for August and January disks. (89-06-29-25c) Mailing Service and Mailing Labels Labels will be provided to chapters, free of charge, for their CRC mailings. Any other chapter requests will be considered by the director of chapter and member services and the chief staff officer. ROB 3.910, Staff Manual Finance Department CRC Support ASHRAE shall advance to the host chapter of each regional conference in its planning stages $2,300 to assist in its function, and it shall not be an obligation that the money be returned to the Society. (78-06-28-35/82-07-01-50/83-01-23-11/85-06-26-23/00-02-09-32) ROB 3.400, MOP for Officers and Directors Appendix C, Procedure for Chapter b Bylaws Updating

2. Members Council Inform Regional Chairmen which chapters need to update their bylaws. Provide updated bylaws with changes noted to chapter, copy to Regional Chairman. If chapter requests changes or additions which are not on Deviations List: 6. Regional Chairman to Rrefer outstanding questions to staff liaison who refers to Members

Council Charter and Bylaws Committee Advisor for resolution. If chapter does not accept changes ruling: 6. Reg Chm Refers outstanding questions to staff liaison who refers to C&BL for resolution 7. Members Council Provides explanation/ruling to Regional Chairman who communicates explanation to chapter. 8. Chapter May appeal to Members Council who makes final judgment (Chapters should direct questions concerning this procedure to Regional Chairman or staff.) If chapter still does not accept changes: 10. Chapter May appeal to BOD which makes final judgment.

**************************************************************** Background: On May 22, 1988, Member Council Functional Planning Subcommittee discussed and agreed to the following: 1. Add to Manual of Procedures for Officers and Directors that it is the responsibility of the Regional

Chairman to see that the chapters in his region have current bylaws; 2. Incorporate procedure into the Manual of Procedures for Officers and Directors;

Attachment G SRC Minutes – Oct 17, 2011

3. Include in DRC orientation session responsibility for update of chapter bylaws. (include in Manual for Chapter Operations.)

4. Include in chapter operations workshop at CRC, discussion of constitutions and bylaws; 5. When staff does 5-year bylaws update, send list of changes. 6. Send Subcommittee Model Constitution and Bylaws with questionnaire. 7. Send chapter bylaws to Regional Chairmen at the time they are updated. 8. Send copies of List of Deviations to members of subcommittee. 9. Distribute status list to Members Council at each winter and annual meeting with request that

Regional Chairmen present their questions to the subcommittee. 10. Revise letter to chapters, "If no questions, sign and return to headquarters. If you have questions,

contact your Regional Chairman." Revised 91-02-27 ROB 3.400, MOP for Officers and Directors Section 6, Assistance to Chapters 6.3 Communications 6.3.5 Communications by telephone as well as by letter or electronic communications may be

necessary, particularly for making arrangements for regional meetings and in coordinating activities of two or more chapter

ROB 3.400, MOP for Officers and Directors Section 6, Assistance to Chapters 6.5 Regional Committees 6.5.2 Typical subjects which may be considered by regional committees are: a. Financing of regional meetings. b. Programs for regional meetings. c. Regional sponsorship of a scholarship fund. d. Regional sponsorship of invitations for meetings of the Society in the regions and for

cooperation of chapters in assisting the Meetings Arrangements Committee Conferences & Expositions Committee for such meetings.

e. Regional historical programs.