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Proxy StatementThis Proxy Statement is furnished in connection with the solicitation of proxies for the Annual Meeting of Members of the Society of Corporate Secretaries and Governance Professionals, Inc., a not for profit corporation incorporated under the laws of the State of New York (the "Society"), to be held on June 30, 2007 at The Broadmoor, Colorado Springs, Colorado, and at any adjournment thereof. The Society will bear all costs of solicitation. Membership in the Society is personal. Each member (except Associate, Senior Associate and Honorary Members) of the Society in good standing at the time of voting is entitled to cast one vote either in person or by proxy on each matter to be voted upon at the Annual Meeting. Any member present at the meeting and eligible to vote who prefers to vote in person may do so by revoking his or her proxy before it has been voted. Proxies received will be voted at the Annual Meeting or any adjournment thereof as specified by the person giving the proxy. If no specification is made, the proxy will be voted (1) for the election of the nominee set forth in this Proxy Statement as Chairman of the Board of the Society, (2) for the election of the nominee so set forth as Chairman Elect of the Society, and (3) for the election of the nominees so set forth as directors of the Society. As of May 18, 2007 there were 3,626 regular members of the Society in good standing and entitled to vote. Election of Chairman of the Board (Proposal 1), The Board of Directors, following the recommendations of the Executive Steering Committee of the Society, which also serves as a nominating committee pursuant to the by laws, offers for election at this meeting (1) a nominee for Chairman of the Board of the Society, to hold office until the next Annual Meeting and until the election and qualification of that person's successor, (2) a nominee for Chairman Elect of the Society, also to hold office until such time and occurrence and (3) one nominee as director for a one-year term expiring in 2008, one nominee as director for a two-year term expiring in 2009 and eight nominees as directors for three-year terms expiring in 2010. Should any nominee become unavailable to serve for any reason (which the Society does not anticipate will occur), the proxy may be voted for another person in his or her stead. Any member of the Society eligible to vote may nominate any other qualified active member for Chairman of the Board, Chairman Elect or director at the Annual Meeting. The following information is furnished with respect to the nominee for Chairman of the Board and Director, ex officio of the Society:
Corporate Secretary & Chief Governance Officer Board of Directors 2001-2004;Ad Hoc Director Educational Committee 2004-Present; Corporate Accountability Task Force 2003-2004; Corporate Practices Committee Chairman 2004-Present; Educational Programs Committee 2005-Present; Executive Steering Committee 2003-2004; National Conference Committee Chairman 2002-2003; Securities Law Committee 2000-2004; Essentials Seminar Panelist 2000,2002,2003,2005,2006; Issues Update Seminar Panelist 2003,2004,2005; National Conference Panelist 2000,2001,2002,2004; Member Northern California Chapter - Vice President & Program Chairman 2005-Present; Secretary & Treasurer 2004-2005; Advisory Committee 2002-2004; Admitted to the Society May 1995. The following information is furnished with respect to the nominee for Chairman-Elect and Director, ex officio of the Society:
Secretary & Assistant General Counsel Board of Directors 2001 - 2005; 2006 - present; Corporate Practices Committee 1994 - present; Educational Programs Committee 2000 - 2001; Executive Steering Committee 2004 - 2005; Essentials Seminar Panelist 1998, 1999; Essentials Seminar Panel Moderator 2006; Finance Committee 2006 - present; Membership Committee 1997 - 2000; Mini-Essentials Panelist 1995, 1996; National Conference Committee 1998 - 1999; Nonprofit Committee 1998 - 1999; Member Pittsburgh Chapter - President 2001 - 2002; Vice President 2000 - 2001; Secretary 1999 - 2000; Assistant Secretary 1997 - 1998; Treasurer 1998 - 1999; Program Chairman 2000 - 2001; Membership Chairman 1997 - 1998; Advisory Committee 1997 - 1998. Admitted to the Society July 1993. The following information is furnished with respect to the one nominee for director for a one-year term expiring in 2008:
The following information is furnished with respect to the one nominee for director for a two-year term expiring in 2009:
The following information is furnished with respect to the eight nominees for director for three-year terms expiring in 2010:
The following directors of the Society, whose terms of office are continuing beyond the date of the 2007 Annual Meeting of Members, are not standing for election as directors at this meeting. In addition to these persons, William J. Mostyn, the present Chairman of the Board of the Society, who is Deputy General Counsel & Secretary, Bank of America Corporation, will serve next year as a director, ex officio. The directors of the Society who are elected by the members serve without compensation from the Society.
In November 2006, The Society’s $2,000,000 not-for-profit organization/association professional liability insurance policy was renewed. The policy is designed to protect the assets of the Society and insured individuals from liability losses (damages, settlements, judgments, etc.) arising from claims made against the Society and/or the insureds for wrongful acts. An "insured" under the policy includes any individual who was, now is, or shall be a director, officer, employee, volunteer, or member of any duly constituted committee of the Society. Accordingly, all of the nominees for director of the Society and all of the continuing directors of the Society listed in this Proxy Statement, among others, are covered by the terms of the policy. Wrongful acts include any actual or alleged error, misstatement, or misleading statement, or act or omission, or neglect or breach of duty by the Society or any insured while in the discharge of his or her duties solely in his or her capacity with the Society. The insurance carrier on this policy is Executive Risk Indemnity, Inc., domiciled in the state of Delaware. The carrier is a member insurer of the Chubb Group of Insurance Companies, and carries a rating of A++ by A.M. Best Company, Inc. The cost of this insurance, which is in force during the policy period November 11, 2006 to November 11, 2007 is $3,000, and has been paid in full. As of the date of this Proxy Statement, no amounts have been paid to the Society or to any insured person under the described insurance contract. The Annual Report of Directors, certified by the Society's independent public accounting firm, will be available for inspection at the Annual Meeting of Members on Saturday, June 30, 2007 as required by Section 519 of the New York Not-for-Profit Corporation Law. The directors do not know of any matters to be considered formally at the meeting other than those indicated in this Proxy Statement. Time will be provided for a discussion of the general affairs of the Society during the formal business session. If any other business should come before the meeting, your proxy will be voted with respect thereto in accordance with the best judgment of the persons authorized therein, and discretionary authority to do so is included in the proxy. By Order of the Board of Directors,
Carol M. Zepke Return to Annual Report Main Page
Society of Corporate Secretaries and Governance Professionals membership
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Lydia I. Beebe
Craig D. Mallick
