Responsibilities of board of directors

The board of directors is an elected body that holds the institution in trust for AIGA members past, present and future, with a guiding principle of leaving the institution stronger at the end of each director’s term than it was at the beginning. The board’s special responsibility is to see that the executive director, who serves as CEO, is managing the association in a manner that responds to the expressed needs of members and anticipated needs of the future profession. The board does not serve in an operational or managerial role.

Board members should:

• Determine the organization’s mission and set policies for its operation to establish its general course from year to year
• Establish fiscal policy and boundaries, including budgets and financial controls
• Provide adequate resources for the activities of the organization through a commitment to fundraising
• Select, evaluate, appoint and, if necessary, terminate the chief executive (executive director)
• Develop and maintain a communication link to the community by acting as an advocate on behalf of AIGA
• Ensure that the organization’s charter and bylaws are being followed
• Review and ratify executive committee actions

Board members should not:

• Engage in the day-to-day operation of the organization
• Direct, evaluate or hire staff other than the chief executive
• Make detailed programmatic decisions more appropriately left to staff
• Make any commitment of AIGA staff or financial resources except with the prior authorization of the chief executive
• Make any offer or commitment to allow exceptions to AIGA policies

Accountability guidelines

In general, the following guidelines are recommended for nonprofit organizations to reduce liability by strengthening the accountability of the board.

Board members should:

• Attend board meetings regularly
• Be familiar with the organization’s goals, objectives and programs
• Read preparation materials prior to each board meeting so that active, informed participation is assured
• Make sure the organization keeps a written, permanent record of all board official actions
• Be certain the organization is fulfilling all aspects of its nonprofit and tax-exempt status
• Exercise general supervision over the corporation’s affairs
• Know the budget, budget process and financial situation of the organization
• Pursue the warning signs that something is wrong and inquire if there is something you do not understand or if something comes to your attention that causes you to question a policy or practice
• Insist on meaningful board meetings with full disclosure of operating results
• Require the organization to engage competent legal counsel
• Require all committees to make reports at the board meetings, when appropriate
• Authorize appropriate indebtedness for major programs
• Know the directors and officers of the organization
• Avoid conflicts of interest
• Monitor the community and professional image of the organization
• See that the organization maintains a good credit and financial standing
• Review the organization’s insurance program

Specific expectations

The previously enumerated responsibilities of the board represent formal expectations of board members in virtually any nonprofit. In addition, the AIGA board has identified a number of additional expectations for all board members:

• Encourage your own studio professionals to become members through group membership
• Nominate at least one professional for the board as part of the regular nominating process, based on the criteria of the nominating committee
• Attend national and local AIGA events, be accessible at those events and listen to members.
• Set an example for other professionals by giving through the fundraising options available to the AIGA membership
• Identify one potential donor or sponsor every time you speak with the executive director or director of strategic alliances
• Encourage others to participate and to give
• During your term, take on one project that is not a redirection of existing resources or an imposition on the staff, yet adds to AIGA’s achievements
• Each board member is expected to give or raise $10,000 in discretionary funds (not including sponsorship) over his or her three-year term. Exceptions may be made for individual board members who are recruited to serve specific needs of the organization