The following is designed to highlight the responsibilities and expectations for volunteers who serve as directors on the ISRI Board.
ISRI Best Practices
- Board functions include:
- Establishing and reviewing the vision and mission of ISRI;
- Participating in the development of ISRI strategic goals that advances the mission of the association;
- Setting ISRI policy, and serving as a forum for public debate on key issues that affect the members;
- Determining and then reinforcing a desired image (externally for the industry, and internally, for the membership, prospective membership, leaders, and staff);
- Providing opportunities for member input;
- Allocating resources, i.e., approving the budget, supporting the acquisition and use of state of the art technology;
- Preserving and expanding human resources: membership, leadership, and staff;
- Hiring and supporting the President (i.e., the chief staff executive); and
- Maintaining appropriate structure and governance including the establishment of criteria for board service.
- Annual Board orientation and training.
- Board agendas structured to include:
- Focus on key issues, with adequate time to address them;
- Use of a consent agenda as appropriate to assure that reports that are presented in writing are not reviewed, unless there is need for either action or discussion; and
- Follow-up on previous Board and/or Executive Committee actions and on progress in implementing any applicable strategic plan.
- Annual Board evaluation of its performance asking and answering the following questions:
- What did we accomplish on behalf of the organization?
- How did we grow together as a Board?
- What did we learn?
- Did all members meet the criteria for Board service?
- What should we keep doing?
- What should we discontinue doing or change?
- Work toward a goal of approximately 20% of those serving on the ISRI Board at any one time be brand new, never having served before.
- Requirements of individual Board members include:
- Attendance at a minimum of two of three annual board meetings;
- Attendance at 75% of Committee meetings held during member meetings;
- Preparation for and participation in meetings;
- Willingness to bring information forward;
- Commitment to ISRI mission and goals;
- Participation in advocacy on Federal and state levels;
- Willingness to recruit members and raise funds; and
- Ability to articulate industry issues by constituency and in the aggregate.
There are certain legal obligations that officers, directors, and other volunteers who serve associations/nonprofits are obligated to adhere to. These legal obligations are generally broken down into three basic fiduciary duties: the duties of obedience, loyalty, and due care.
- The duty of loyalty dictates that officers and directors must act in good faith and must not allow their personal interests to prevail over the interests of the organization. Officers and directors owe a duty of loyalty to act in the best interests of the association when conducting association business.
- When a director, for example, might be elected to the Board due to their role as a chapter president or a division director, their obligation as a director on the ISRI Board is to vote and make decisions in the best interests of the whole organization, not the director’s constituency (e.g., chapter or division).
- In addition, the duty of loyalty requires that any conflict of interest, real or possible, always be disclosed in advance of joining a board or whenever such conflicts may later arise. Board members should avoid transactions in which they or their family members may benefit personally. If such transactions are unavoidable, disclose them fully and completely to the Board.
- Officers and directors have a duty of obedience to ensure that the organization complies with applicable laws and regulations and its internal governance documents and policies, including: dedicating the organization’s resources to its mission, insuring that the organization carries out its purposes and does not engage in unauthorized activities, and complying with all appropriate laws.
- The duty of care requires officers and directors to exercise reasonable care in performing functions for ISRI. This includes being familiar withthe organization’s finances and activities and participating regularly in its governance. In carrying out this duty, directors must act in “good faith” using the “degree of diligence, care, and skill” which prudent people would use in similar positions and under similar circumstances. In exercising the duty of care, officers and directors should, among other things (including what is outlined in the ISRI Best Practices for Board Members):
- Maintain in confidence any information ISRI desires to keep confidential and treats as confidential. This obligation to maintain confidentiality continues indefinitely, even beyond the time when the term of the officer or director expires.
- Attend Board and committee meetings and actively participate in discussions and decision-making such as setting of policies. It is important to note that a director must carry out his or her duties personally and cannot give a proxy vote to another. Carefully read the material prepared for Board and committee meetings prior to the meetings and note any questions they raise.
- Read the minutes of prior meetings and all reports provided, including financial statements and reports by officers. Make sure his orher vote on a particular proposal (especially a vote opposing a proposal) is completely and accurately recorded. Do not hesitate to suggest corrections, clarification and additions to the minutes or other formal documents, so that they accurately reflect what transpired.
- Make sure to get copies of the minutes of any missed committee or Board meeting(s) and read them in a timely manner.
- Review financial reports prepared by management.
- Participate in strategic planning discussions for the future of the organization.
- Encourage diversity among Board members. Diversity will help ensure a Board committed to serve the organization’s mission with a range of appropriate skills and interests.
- Be involved in the selection and periodic review of the performance of the organization’s officers. The Board is responsible for as certaining whether these individuals have the appropriate education, skills, and experience to assume a key position and then evaluating their performance.