Are you contemplating becoming a board member for an association, but have never sat on a board before? Are you unsure of the role of the board and responsibilities of a director? In this article I go back to the basics and review what a board is, the functions and fiduciary responsibilities of a director and a bit of information with regards to board meetings.
I recently completed a course that covered the basic responsibilities and functions of a board and its members, accountability and authority and the elements of an effective meeting. Having extensive experience with associations and boards, the information provided was not new to me, however if you have not been on a board before, it is an excellent introduction to what a board does and how to be an effective director.[i]
The Board of Directors
Let’s first start off with the definition of a board as per the Canadian Society of Association Executives: “The Board of Directors is a group of volunteers with the responsibility for governance and management of the association. The Board ensures the association’s mission, goals and values are fulfilled in a responsible, ethical, legal and fiscally prudent manner. The Board is obliged to implement programs and services for the benefit of the association’s members and meet accountability requirements.”[ii]
Many boards have an Executive Committee which consists of the Chair (or President), Vice-Chair, Past-Chair and Treasurer. A board of directors generally consists of the Chair, Vice-Chair, Past Chair Treasurer, Secretary, and two to three board members. These board members may have roles such as programme committee chair, membership committee chair, or being the board liaison to a committee.
Here is some basic terminology that all board members should know:
By-laws – The rules and regulations the association has. By-laws include the purpose of the association, who the members are, how the board of directors are elected and their roles, how meetings are run, fiscal year, amendments and record keeping.
Governance – The system determined by the board for how the association is run.
Governing Board – An independently incorporated and legal entity and authority for an association.
In-Camera Session – A confidential meeting, or part of a meeting, taking place with only Board members present. This is usually held at the end of a regular meeting. These meetings are designed to handle sensitive issues. The meeting minutes are generally only available to those that were in attendance and not public.
Quorum – The minimum number of members required to have a valid meeting as stated in the by-laws.
Conflict of Interest – A situation in which a person is able to derive personal benefit from actions or decisions made in their official capacity.
Policies – The rules for the association. They state appropriate standards of action and behavior for all association members. For information on how to create a policy and procedure manual visit my past blog – https://strauss.ca/importance-association-policy-procedure-manuals/.
Roles and Responsibilities
As a board member there are many different roles and responsibilities that you have, and some of these are listed below:
- Determine the mission, vision and values of the association/board – review the mission statement to ensure that it is valid and current.
- Create and review the association’s by laws and make amendments as needed.
- Define the roles and responsibilities of each board member, committee and the Chief Executive Officer or Executive Director.
- Establish policies – finance, personnel, programs, etc. Review and update the policy manual yearly.
- Strategic Planning – use the goals from the strategic planning session as a guide for budgeting and other priorities.
- Succession Planning – make sure that there is a plan in place to replace board members as their terms expire.
- Hiring staff members – one of the roles of the board is to select the staff member, either Chief Executive Officer or Executive Director. The board will work with the staff member on the missions/goals of the association.
- Financial Governance – board members are accountable for the overall financial governance of the association; liable for poor financial governance, responsible for identifying risks and ensuring that there are plans in place to prevent and manage said risks. The Board must approve the budget, monitor financial performance against the budget, ensure auditors are appointed annually and reports from the auditor are reviewed.
- Monitor and strengthen the associations programs and services. Are the current programs/services being offered relevant to members’ needs?
The Board Meeting
The purpose of a board meeting is to review reports, make decisions, set policy, discuss problems and identify solutions, and evaluate the association as a whole.
All board members have responsibilities to ensure the effectiveness of the meeting. Board members should actively participate, arrive on time and stay until the end of the meeting, be prepared in advance – review past minutes, agenda and reports, have an open mind, ask for clarification, volunteer to help with action items and follow up, and make decisions based on the best interest of the association, not their personal interests.
Although being a director for an association can seem daunting, it is a very important role for the association that you are a part of. I hope that with the above information you will be able to make the decision to join that board; or if you already sit on a board, have some insight as to your role as a board member.
[i] Unless otherwise stated, all information for this article comes from course content from the online course I attended in February 2019, Basics of Board Governance, offered through People First HR.