Electronic Security Association

“In 2021, the finance commiteee assists the treasurer in providing financial oversight, in the areas of budget, financial reporting, controls, audit/review, and investment portfolio management. Regarding investment portfolio management, the finance committee serves as the investment fiduciary responsible for the prudent management of the esa investment portfolio.”

“The bylaws were amended three times in 2021 (march, may and november). Here is a summary of the changes that were made: the esa board of directors proposes the following amendments to the esa bylaws after reviewing the findings and recommendations of a board composition task force. This task force was created after the sunset of the chartered chapter program in 2019. The task force met on six occasions and collaborated between meetings to develop recommendations focused on board composition that reflect modern governance principles for nonprofit trade associations. The unanimous consensus reached by the task force include the following recommended changes to board composition: 1. Charter chapter and csaa representation on board removed 2. Board positions and eligibility a. Five (5) integrator directors who are the pvr/svr of members in good standing, elected by all members in good standing for two-year staggered terms. B. One (1) national company director who is the pvr/svr of a national company member in good standing, elected by all members in good standing for a two-year term. C. One (1) associate member director who is the pvr/svr of an associate member in good standing, elected by all members in good standing for a two-year term. D. Two (2) competency directors who are principals or employees of members in good standing, appointed by the board to serve two-year terms e. Immediate past chairman, who will serve a two-year term immediately following his/her term as chairman f. Association counsel and esa ceo remain non-voting members. 3. Officers a. The chairman will serve a two-year term, which follows a one-year term as chairman elect. B. Only integrator and national company directors will be eligible to serve as board chairman. C. The vice chairman, secretary and treasurer positions will serve one-year terms. D. The board will appoint the chairman elect, vice chairman, secretary and treasurer. 4. Any vacancy that occurs will be filled by board appointment. 5. Terms will be staggered as reflected in proposed bylaws. 6. No term limits other than chairman, who shall serve no more than one term. 7. Executive committee language is removed. In the course of amending the bylaws as described in ballot measure #2, other language and grammatical changes were incorporated as needed in order to provide consistency and avoid ambiguity throughout the bylaws. In addition to the chapter sunset and board composition, the board of directors recommends a change to article 11 for bylaws amendments. Esa is an illinois not-for-profit corporation and illinois law assumes that the board of directors has the authority to amend the bylaws. Amending article 11 will make esa bylaws consistent with the best practices of related industry associations like the security industry association (sia) and the building industry consulting service international (bicsi) among many national trade associations.”

“The membership of the organization is made up of companies and individuals in the security and alarm industry or other related industries. The regular, national company, associate, and affiliate classes include businesses or sole practitioners that are members of the electronic security industry. Allied, lifetime, and individual membership classes include those who are in a related field or have the ability to contribute significant value or expertise to the industry.”

“An annual meeting of the members shall be held once a year at a time and place to be determined by the board of directors for the purpose of electing directors and transacting such other business as may properly come before the members. Each member in good standing shall be entitled to one (1) vote. The voting members elect one (1) vice president/president elect, three (3) vice presidents, one (1) secretary and one (1) treasurer.”

“The form 990 is reviewed and approved prior to filing with the irs by the treasurer, ceo and controller. It is provided to the full board to review electronically prior to filing.”

“Board members are required to sign the conflict of interest policy annually. Prior to the beginning of a board or committee meeting, the chairman reviews the agenda for the meeting and asks the meeting participants if any of them have an actual or potential conflict of interest with regard to any of the agenda items. Directors with a potential or actual conflict shall remove themselves from all discussion and voting on that matter.”

“The ceo's compensation is reviewed and approved by the compensation committee. The review is conducted by the chairman, past chairman and treasurer. The compensation review includes comparability data obtained from the base salary survey for similar positions as well as from 990s for similar organizations. This process was most recently undertaken for the ceo in 2019. A compensation analysis was performed in 2021 by nonprofit hr, an hr consulting firm. Market comparators nationally and regionally (southeast & tx) for the trade association industry were used, as well as other market data from the economic research institute, american society of association executives and nonprofit times. The results were presented to the board in feb 2022.”

“Esa makes its governing documents, conflict of interest policy, and financial statements available upon request.”

“Changes in subsidiary investment -174,295.”