Governance Process

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Governance Process

The board’s official connection to the operating organization, its achievement, and conduct will be through a Chief Executive Officer except for: (a) The educational content of the annual conference, and (b) The perpetuation of the Endowment Fund. Only decisions of the board acting as a body are binding on the ED.

  1. Decisions or instructions of individual board members, officers, or committees are not binding on the ED except in rare instances when the board has specifically authorized such exercise of authority.
  • The Board of Directors, through the Program Committee, retains the authority to select the educational content of the Annual Meeting.
  • The Board of Directors, through the Finance Committee, retains control of the Endowment Fund

(a) The Board of Directors will generate income to the Endowment Fund with Fundraising.
(b) The Board of Directors will determine, annually, the amount of money to be released to the Program Committee for the Annual Meeting.

2. In the case of board members or committees requesting information or assistance without board authorization, the ED can refuse such requests that require, in the ED’s opinion, a material amount of staff time or funds or are disruptive.

(a)The ED will provide the necessary financial reports to the Finance Committee in order for the committee to fulfill its obligations.

(b)The ED is the board’s only official link to operational achievement and conduct, so that all authority and accountability of staff, as far as the board is concerned, is considered the authority and accountability of the ED.

1. The board will develop policies instructing the ED to achieve certain results, for certain recipients at a specified cost. These policies will be developed systematically from the broadest, general level to more defined levels and will be called Ends Policies. 2. The board will develop policies that limit the latitude the ED may exercise in choosing the organizational means. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations policies. 3. As long as the ED uses any reasonable interpretation of the board’s Ends and Executive Limitations policies, the ED is authorized to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities. 4. The board may change its Ends and Executive Limitations policies, thereby shifting the boundary between board and ED domains. By doing so, the board changes the latitude of choice given to the ED. But as long as any particular delegation is in place, the board will respect and support the ED’s choices. Systematic and rigorous monitoring of ED job performance will be solely against the only expected ED job outputs: organizational accomplishment of board policies on Ends and organizational operation within the boundaries of board policies and Executive Limitations. 1. Monitoring is simply to determine the degree to which board policies are being met. Data that do not do this will not be considered to be monitoring data. 2. The board will acquire monitoring data by one or more of three methods:

(a) by internal report, in which the ED discloses compliance information to the board,

(b) by external report, in which an external, disinterested third party selected by the board assesses compliance with board policies, and (c) by direct board inspection, in which a designated member or members of the board assess compliance with the appropriate policy criteria.

3. In every case, the standard for compliance shall by any reasonable ED interpretation of the board policy being monitored. 4. All policies that instruct the ED will be monitored at a frequency and by a method chosen by the board. The board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule.