The Society of Toxicology is a not-for-profit, 501(c) 3 corporation, incorporated in the District of Columbia. The fiscal year will begin on the first day of July and end on the last day of June.
The purpose of the Society shall be to promote the acquisition and utilization of knowledge in toxicology and to facilitate the exchange of information among its members as well as among investigators of other scientific disciplines. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes herein-above set forth.
This policy is intended to provide guidance to the SOT Finance Committee and Council on the Financial Policies used by SOT, and is intended to be updated and modified as needed by the Finance Committee and Council to reflect current practices. Council has the ultimate authority and responsibility for establishing all governing policies.
(revised June 2014)
Responsibility for the general management of the affairs of the Society rests with the board of directors, referred to as the Council.
The Council will:
The Finance Committee will:
- Have the authority and responsibility for establishing all governing financial policies.
- Monitor and evaluate the financial plans and guidelines of SOT to ensure the financial integrity of SOT.
- Appoint a Finance Committee, consisting of the Treasurer as Chair, the President, the Vice President, the Treasurer-Elect and three voting members who are not members of Council, which will provide financial reports and make financial recommendations.
The Executive Director will:
- Continuously review the financial status of the Society and the Treasurer will report at each Council meeting.
- Maintain general oversight as to and over the Society’s financial affairs and the Treasurer will report at each Council meeting.
- Following review and discussion of current and projected future status of SOT finances:
- Make recommendations to Council concerning financial operations or actions.
- Make recommendations to Council concerning dues and fees.
- Make recommendations to Council concerning the fiscal and investment policies and current investments.
- Ensure that the policies and procedures listed within this document are carried out, and may, from time-to-time, recommend revisions.
- Prepare and present a budget.
The Audit Committee will:
- Manage the day-to-day financial operations of the Society.
- Issue income and expense statements to the Treasurer and Treasurer-Elect, Finance Committee, and Council as requested.
- Perform other duties as directed by the Treasurer and Council.
The Endowment Fund Board will:
- Examine the policies, processes, procedures and controls in place for the daily financial operations of the Society and ensure management compliance with same.
Audit the controls for maintaining financial data.
Engage and oversee the annual financial audit of the Society.
Ensure that financial reports are received, monitored, and disseminated properly.
- Manage the Society’s Endowment Fund (the composition and general responsibilities of the Endowment Fund Board are described in Article Seventh of the Bylaws of the Society).
- Periodically review and establish the minimum contributions required to establish net asset funds and communicate this information to the Finance Committee.
- Provide input to the Finance Committee to establish the investment policy for the Endowment Fund.
- Provide information to the Finance Committee on an annual basis on funds available for expenditure from Endowment Fund subfunds, along with other donor instructions on the use of the funds.
- Oversee the investment of Endowment Funds in cooperation with the Finance Committee.
- Prepare an annual report on the performance and status of the Endowment Fund for review by the Finance Committee prior to presentation to the Society Council (the content of the report shall be consistent with Article Seventh, Section 8 of the Society Bylaws).
- Recommend annually to the Finance Committee and Council the staffing levels and procurement of outside services needed to manage the Endowment, including fundraising activities. The staffing level and budget are subject to the normal review and approval processes of the Society.
The Society of Toxicology will utilize generally accepted accounting practices that are required and/or recommended by regulatory agencies and the SOT auditor. The Society uses the accrual method of accounting, with each activity area maintaining its own revenue and expense statement.
An annual operating budget will be:
- Recommended by Committees by April 15.
Prepared by the Executive Director by May 1.
Reviewed by the Treasurer, Treasurer-Elect, and Finance Committee.
Recommended by the Finance Committee to the Council and approved prior to the start of the next fiscal year.
Managed by the Executive Director (after Council approval).
Reviewed by the Treasurer and Treasurer-Elect monthly (through financial statements provided by the Executive Director).
Reviewed at each Council and Finance Committee meeting (through financial statements provided by the Executive Director and a report by the Treasurer).
The Treasurer will prepare a preliminary operating budget for the coming fiscal year, for presentation at the Annual Business meeting, and shall submit the same to Council; Following joint review of the Preliminary operating budget by Council and the Finance Committee, Council shall adopt, prior to the commencement of the next fiscal year, a final operating budget for the fiscal year and shall communicate a summary of same to the membership.
Type and Purpose of Established Funds:
The Society shall maintain an Operating Fund, which shall be subject to internal controls as listed below (Policies Governing Established Funds). In addition, the Society shall maintain a Reserve (the Reserve), Supportive Fund, and an Endowment Fund.
The purpose of the Operating Fund is to provide a source of funds to meet the required expenditures of SOT.
The purpose of the Reserve is two-fold: (1) to provide cash reserves which may be utilized from time to time to provide liquidity or to implement some types of investment strategies; and (2) to provide emergency funding in the event that the Society were to experience a catastrophic loss of income (e.g., cancellation of the Annual Meeting) that would preclude routine and/or anticipated activities from being conducted by the Society.
The purpose of the Supportive Fund is to provide a source of cash to support discretionary (non-core) activities intended to advance SOT’s Strategic Plan. These activities may include support for new Task Forces or initiatives or new activities within existing programs or constituent groups. As defined in the Policies Governing Established Funds, funding for these initiatives will be allocated for a limited duration (up to 3 years based on annual review by Council). If these activities mature, at the end of the 3 year cycle, Council will assess how to sustain funding for the new programs, taking into account the Society’s level of profitability, tradeoffs with existing programs, bringing other activities to a close, or identifying other sources of revenue, Endowment support, etc.
The purpose of the Endowment Fund is to assist in advancing the science of toxicology by providing financial support for the Society’s programs. The vision for the Endowment Fund shall be to establish and increase in net worth a set of endowment funds that will provide significant, stable, long-term financial support that complements the Society’s revenue from dues and other sources, to aid in achieving the Society’s strategic objectives.
Policies Governing Established Funds
The Treasurer will prepare a preliminary operating budget for the coming fiscal year, for presentation at the Annual Business meeting, and shall submit the same to Council. Following joint review of the Preliminary operating budget by Council and the Finance Committee, Council shall adopt, prior to the commencement of the next fiscal year, a final operating budget for the fiscal year and shall communicate a summary of same to the membership.
The SOT shall maintain a minimum of 75% and not to exceed 150% of its annual operating budget in reserves in short- and long-term investment vehicles. The Reserve shall be invested according to the SOT investment policy. The objective of the Short-Term Reserve is to preserve principal and generate current interest income. The return objective of the Long Term Reserve is to exceed inflation by 4% (CPI+4%) on average (for example over a full market cycle). A percentage of the trailing 3-year average of short- and long-term reserves may be moved to the operating budget annually to support “Emerging Initiatives.” Emerging initiatives are activities that will advance the goals of the society and are of specifically defined, finite duration (not to exceed 3 years); this does not include long-term recurring expenditures. The percentage shall be determined annually by the Finance Committee. Reserve funds may be transferred to the Supportive Fund or other semi-restricted funds. Transfer of funds shall be made with approval of the Finance Committee and Council.
The Supportive Fund will be semi-restrictive to receive funds from the Reserve Fund that have increased in excess of the Society’s annual Operating Budget. The Finance Committee will assess the balance of the Reserve Fund on an annual basis and recommend a transfer of a percentage of the Reserve that exceeds 100% of the Operating Budget to the Supportive Fund.
The Supportive Fund will be invested according to the SOT investment policy. The return objective is to exceed the rate of inflation by 5% (CPI+5%) on average (for example over a full market cycle).
The Spending Policy for Supportive Fund is structured with the express purpose of maintaining and/or increasing the purchase power of the corpus. Disbursements from the Supportive Fund will be available for Council to use to support strategic (non-core) activities to advance SOT’s Strategic Plan. These activities may include support for new Task Forces or initiatives or new activities within existing programs or constituent groups. Therefore the following will govern spending of the Supportive Fund:
The Finance Committee will recommend to Council, on an annual basis and prior to the preparation of the Society’s next fiscal year budget, the amount of cash from the Supportive Fund that is available to Council.
- Disbursements exceeding 4% require a 2/3 approving vote of Council.
- Funding via the Supportive Fund will be allocated annually for activities for a period not to exceed 3 years based upon annual review by Council prior to the next fiscal year. Funding through the Supportive Fund is not intended to be used for long-term, recurring expenditures.
The Endowment Fund will be invested according to the SOT Investment Policy. The return objective is to exceed the rate of inflation by 5% (CPI+5%) on average (for example over a full market cycle). The Endowment Fund is subject to review by the Finance Committee in conformance with the recommendation of the Endowment Board in accordance with Article Seventh, Section 6 of the Society Bylaws. The investments shall be made using the Investment Firm that handles the investment of other SOT assets.
Temporarily and Permanently Restricted Net Asset Funds:
The minimum amount initially required to establish a “Temporarily Restricted Net Asset Fund” under Section 5 of Article Seven of the Society Constitution shall be no less than $10,000. Amendments shall be no less than an amount that will result in proceeds of $1,000 per year for each year of the projected duration of the Fund. The minimum amount required to establish a “Permanently Restricted Net Asset Fund” under Article 7 Section 5 of the Society Bylaws, the Endowment Fund Board has the authority to create subfunds within the Endowment Fund consistent with the needs of the Society…(the current threshold for establishing a subfund is $50,000).
To encourage contributions to the SOT Endowment Fund, fundraising information and the published list of contributors should be grouped to indicate various levels of contribution, for example, (a) more than $25,000, (b) more than $10,000, (c) $1,000 to $9,999, (d) $500 to $999, (e) $100 to $199, and (f) less than $100. Individual or corporate contributors may elect to not be identified by name, i.e., be listed as an anonymous donor.
Gifts and Deferred Gifts:
Spending Policy for Endowment Fund:
- Gifts represented by assets other than cash (or equivalent) or publicly traded securities shall be accepted at Fair Market Value as determined by competent persons or firms approved or engaged by the Board. In the alternative, gifts of such assets may be accepted at values determined by the public or private sale thereof as soon as practicable provided the donor shall have agreed to same.
Gifts that will not shift to the Society all of the interests in the assets given, as for example, gifts of remainders following terms of years or life estates may, in the discretion of the Board, be accorded the same recognition as current gifts of all interests.
Gifts that are contingent on the action or inaction of parties other than SOT, as for example, gifts in trust subject to a power of appointment or a right of withdrawal or power to amend, will not be accorded full fair-value recognition but thereafter will be so treated upon receipt of evidence acceptable to the Board of waiver or extinguishment of all such rights.
Deferred interest gifts not subject to any of the contingencies noted in ‘c’ above, as for example, the remainders following charitable annuity gifts or pooled interest trusts, will be accepted at date-of-gift value provided that the plan calls for administration of the assets by a reputable public firm and not by private individuals, but the Board may, on presentation of evidence satisfactory to it, waive the foregoing and accord date-of-gift recognition to privately administered, deferred interest gifts.
To facilitate the handling of deferred gifts, the Board may enter into relationships with deferred gift administrators to provide formats for and to handle the administration of charitable annuity gifts or pooled income trusts or charitable remainder trusts that will yield proceeds to the SOT. Such arrangements shall be subject to the approval of Council.
Disbursements from the Endowment Fund in a given year will be up to 4% of the Fund’s Balance as of September 30 of the prior year as recommended by the Endowment Board in accordance with Article Seventh, Section 6 of the Society Bylaws.
Administrative Costs for Endowment Fund:
The Council and Board establish a written policy communicated to all SOT members and other donors that contributions made to the Endowment Fund and return on the investments of the Funds will not be used to cover the costs of fund raising or administrative costs of managing the Endowment. Fund raising and administrative costs will be covered as operating costs of the Society and shall be administered in accordance with the Society’s usual control procedures.
Regional Chapter, Special Interest Group, and Specialty Section Gifts to Endowment Fund:
Endowment gifts originating with Regional Chapters, Special Interest Groups, or Specialty Sections may have somewhat different provisions (as approved by Council and the Board) applicable to minimum gifts, annual grants, and reporting than are contained in the above policies.
- Any significant expense for a product or service that was not anticipated by the budget will be presented to the Council for approval.
Emergency budget adjustments less than $1,000 may be approved by the Executive Director or any member of Council.
Emergency budget adjustments greater than $1,000 must be approved by any two of the following: the President, Vice President, Vice President-Elect, Treasurer or Treasurer-Elect. Please note that the person requesting the expenditure may not approve the expenditure.
Committee budget adjustments, up to 10% of the budget line item, may be made by the chairperson reallocating funds within general ledger accounts within their Committee’s areas of responsibility.
Budget amendments may be made when significant unanticipated revenues are received or cost overruns occur and when the Council has been notified.
Reports reflecting the financial condition of SOT and consisting of revenue and expense statements for the month and current year-to-date, with comparisons to the previous year-to-date and budget will be presented:
- Monthly to the Treasurer, Treasurer-Elect (and others as requested).
At each meeting of the Finance Committee and Council.
The Treasurer and Treasurer-Elect will also receive monthly general ledger statements. The Treasurer and Treasurer-Elect will receive monthly investment reports and will monitor unrecognized gains and losses.
Committee Chairpersons will receive quarterly financial reports that include revenue and expense statements for the current year-to-date, with comparisons to current year budget, previous year budget, and previous year actual.
The Finance Committee will prepare (at least one month prior to the Annual Meeting, for presentation at same) a financial statement summarizing the financial status of the Society for the preceding fiscal year. The statement will include an income and expense report, as well as a balance sheet.
An independent auditor, recommended by the Audit Committee and approved by the Council, will conduct an annual audit of SOT’s finances. The Audit Committee will review the scope of audits; adjustments to the guidelines may be recommended to Council from time-to-time. The auditors will prepare an audit report by September 15 of each year. The report will be reviewed by the Audit Committee, Finance Committee, and Endowment Fund Board and approved by Council. The auditors will have a face-to-face meeting with the Audit and Finance Committees and the Council annually.
The Audit Committee will review the performance of the auditor annually and the contract for audit will be reviewed at least once every five years. In the event that an audit firm is retained for greater than five years, the managing partner responsible for review shall be rotated.
The Executive Director will initiate the audit process and cause appropriate IRS, and state and local forms to be prepared annually. In addition, the Executive Director will ensure that the management firm is in compliance with all local, state, and federal laws.
The Executive Director will ensure that adequate internal controls are maintained. Gross violations or breach of trust will be reported to the board immediately upon discovery. Internal controls for the banking function will include, but will not be limited to the following:
SOT funds will be held in the name of “The Society of Toxicology, a Corporation.”
Incoming checks will be endorsed in the name of the Society and deposited promptly.
Bank statements will be reviewed by the Executive Director prior to reconcilement by the accounting department.
Bank deposits at any given institution will not exceed the amount of deposit insurance.
Bank transfers and rollover investments from one SOT bank account to another may be conducted on the authority of the Executive Director.
Computer and other financial records necessary for uninterrupted operation of SOT will be maintained in an off-site backup.
Bank transfers and roll-over investments from one SOT bank account to another may be conducted on the authority of the Executive Director; all redemptions or purchase of new investment vehicles must be authorized by the SOT Treasurer.
Check signing authority will be granted to the following individuals, under the conditions listed below:
- The Executive Director (Clarissa Russell Wilson)
The Deputy Executive Director
Another staff designee approved by Council
- The President
The Vice President
Another Council designee
Checks under $1,000 may be signed by one individual from Group 1.
Two authorized signers must sign checks from $1,000 to $9,999.
One signer from Group 1 and one signer from Group 2 or two signers from Group 2 must sign checks for $10,000 or more.
One signer from Group 2 must sign checks payable to the management company for monthly billable hours.
It is the responsibility of the Executive Director to ensure that signatures can be gained from appropriate signatories so that payment can be made on obligations of SOT. It is also the responsibility of the Executive Director to ensure that adequate controls and safeguards have been established to ensure disbursement of funds only for proper purposes and under controls sufficient to meet the Council-appointed auditor’s standards.
It is the responsibility of all check signers to ensure that there is adequate documentation, consistent with good internal controls, for valid payment of checks they sign.
Facsimile signatures are not currently used by the Society.
Use of Credit Cards
The Society will use an American Express Business Travel Account for payment of travel and hotel charges. No credit cards will be issued on this account and authorization to process charges will be kept with the SOT designated travel agency. The travel account will only be used for appropriate SOT business, and all uses will be appropriately documented.
The Executive Director will maintain a personal or management company credit card for use on all incidental purchases for the Society. The Society will reimburse the Executive Director promptly for charges incurred.
Members traveling on authorized Society business are entitled to reimbursement of expenses. This includes all Committee and Council meeting travel, excluding travel to the SOT Annual Meeting. The Society has a policy of least-cost travel and will grant exceptions to the following travel policy if it results in a reduced overall cost to the Society.
Travel expenses will be reimbursed at economy class coach, utilizing the most direct route (travelers are asked to take advantage of advance purchase and other special fares when possible).
Personal mileage on privately owned cars will be reimbursed at the IRS per mile rate (car rental is applicable, only if it results in reduced transportation costs).
Receipts are required for any expense in excess of $25.
In general, travel reimbursement begins the day before a scheduled meeting and ends the day after.
Annual Meeting travel reimbursement is limited to Nonmember speakers and travel award winners and should result in charges less than $50 per day (exclusive of hotel and transportation).
Reimbursement requests should be submitted within two weeks of the travel date.
The Executive Director may authorize reimbursement of charges for members and staff; the Treasurer must approve the Executive Director’s reimbursement requests.
Expense Reimbursement Form
Staff purchases of supplies and materials, within budget, will be made only when authorized by the Executive Director or a staff designee.
The Executive Director may make expenditures consistent with the Council-approved budget without further Council approval. However, no expenditure may be made in excess of $1,000 for any equipment, supplies, service, program, or study which both departs from SOT’s historic core activities and has not been specifically authorized by SOT’s President, Vice President, Vice President-Elect, Treasurer, or Treasurer-Elect, noting that the person requesting the expenditure may not approve the expenditure.
The Executive Director may negotiate and enter into contracts on behalf of the Society. Contracts for goods or services in excess of $3,000 will require proposals from two or more qualified firms or a sole-source explanation. Contracts or agreements (or a series of agreements with one vendor) with potential liability to SOT of more than $20,000, shall be subject to final approval by SOT’s President, Vice President, Vice President-elect, Treasurer, or Treasurer-Elect. Contracts will be held by SOT. All commissions, discounts and fees available and paid with respect to contracts will be paid to SOT.
Insurance/Bonding Protection of SOT
The Executive Director may not risk financial losses to SOT beyond those that may occur in the normal course of business. The Executive Director, to the best of his or her ability, will take appropriate safety measures to guard against embezzlement and liability claims against the Society, Council, Endowment Fund Board, or SOT Staff. In addition, the Executive Director will:
Maintain a Directors and Officers Liability insurance policy equal in value to net assets of the Society.
Maintain Convention Cancellation Insurance sufficient to protect the Society against the loss of budgeted revenue that would result from cancellation of some or all of the SOT Annual Meeting.
Maintain bonding/dishonesty insurance for the staff through the management company.
Maintain bonding/dishonesty insurance for the officers of SOT through a separate insurance rider.
Maintain professional office insurance through the management company.
Charitable Donations by SOT
Charitable contributions may, by Council approval, be made to 501(c)3 organizations with missions consistent with that of SOT. In addition, SOT and its Regional Chapters may join and pay membership fees to other 501(c)3 organizations with missions consistent with that of SOT.
Bad Debts Owed to SOT
The Society recognizes that in every business a small percentage of promises to pay remain uncollected. The Executive Director may authorize the write-off of any debt of less than $100 from any one individual or organization if he/she believes the debt is uncollectable; debts of greater than $100, but less than $1,000 may be written-off by the authorization of the Treasurer. Unbudgeted write-offs of over $1,000 must be authorized by a vote of the SOT Council.
Delinquent accounts may be assigned for collection to either legal counsel or a collection agency, or taken to small claims court, as the legal counsel deems appropriate. Collection efforts will continue even after write-off until actually collected or the attorney, collection agency or small claims court deems further efforts will be futile or not cost-effective.
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. However, the Society may monitor proposed legislation and regulation and may from time-to-time encourage its members to provide feedback to their Congressperson.
Any funds expended for advocacy or advocacy related activities will be held in a separate general ledger account.
Spending on advocacy will be limited to the threshold allowable by law.
Advocacy activities will be reported annually to the IRS.
The Finance Committee will annually monitor these expenses with the auditor.
Review of Management Firm
The Society of Toxicology will contract with a management firm to handle the day-to-day operations of the Society. The Executive Director and all other headquarters staff shall be employees of the management firm. Facilities and equipment, as well as personnel management, will be the responsibility of the management firm. The SOT Council will evaluate the Executive Director annually and, from time-to-time as directed by Council, the Treasurer may formally solicit proposals for services.
Uniform Disclosure Statement
The Society of Toxicology (“the Society”) is a 501(c)(3) organization, gifts to which are deductible as charitable contributions for Federal income tax purposes.
California: The Society’s audited financial statement is available upon request to the Society. 100 percent of any gift may be deducted under Federal and State income tax laws. Florida: A copy of the official registration and financial information may be obtained from the division of consumer services by calling toll free within the state, 800.435.7352. Registration does not imply endorsement, approval, or recommendation by the state. The Society’s registration number is CH26299.
Georgia: Upon request, the Society will provide a full and fair description of this and its other programs, and a financial statement or summary.
Maryland: A copy of the Society’s current financial statement is available on request to Society of Toxicology, 1821 Michael Faraday Drive, Suite 300, Reston, Virginia 20190, 703.438.3115. For the cost of copies and postage, registration documents, and other information are available from the Maryland Secretary of State.
Minnesota: 100 percent of any gift may be deducted as a charitable contribution under Federal and state income tax laws.
Mississippi: The official registration and financial information of the Society may be obtained from the Mississippi Secretary of State’s office by calling 888.236.6167. Registration by the Secretary of State does not imply endorsement.
New Jersey: Information filed with the attorney general concerning this charitable solicitation may be obtained from the attorney general of the state of New Jersey by calling 973.504.6215. Registration does not imply endorsement.
New York: Upon request, a copy of the Society’s last annual report filed with the Attorney General is available from the Society or from the New York State Attorney General’s Charities Bureau, Attn: FOIL Officer, Department of State, 120 Broadway, New York, New York 10271.
North Carolina: Financial information about this organization and a copy of its license are available from the State Solicitation Licensing Branch at 888.830.4989. The license is not an endorsement by the state.
Pennsylvania: The official registration and financial information of the Society may be obtained from the Pennsylvania Department of State by calling toll-free within Pennsylvania, 800.732.0999. Registration does not imply endorsement.
Virginia: A financial statement is available from the State Division of Consumer Affairs in the Department of Agriculture and Consumer Services upon request.
Washington: The registration statement required by the Charitable Solicitation Act is on file with the Secretary of State. Additional information can be obtained by calling 800.332.4483.
West Virginia: West Virginia residents may obtain a summary of the registration and financial documents from the Secretary of State, State Capitol, Charleston, West Virginia 24305. Registration does not imply endorsement.
Note: Some states have specific format requirements. These should be satisfied by the format above. “Conspicuous” includes the back of any reply card. Florida: The statement must be conspicuous and in capital letters. New Jersey: The statement must be conspicuous and in capital letters. New York: The statement must be in at least 10-point type, bold face. North Carolina: The statement must be in at least 9-point type. Pennsylvania: The statement must be conspicuous. West Virginia: The statement must be conspicuous. If a solicitation package contains multiple pieces, the statement must be “on a prominent part of the solicitation materials.”