By Kenneth Semien Sr.
(Note from the Board of Publications Chair: On behalf of the ACB Board of Directors, Kenneth Semien Sr. has prepared the following description of expectations, policies, and procedures which guide officers and directors as they work to govern ACB and assure the organization’s prosperity and effectiveness. ACB’s Board of Directors encourages all candidates for election to the ACB Board to read and become familiar with the helpful information Kenneth provides here.)
Objective
It’s essential that we provide tools for success in support of a member serving well in any capacity. It’s in our best interest to refrain from assuming that a member knows the fundamentals of board service.
Members who are considering the option to seek a board position are encouraged to allow adequate time for building a foundational understanding of how and why the organization was established, how it functions, and how they can make the most impactful contributions to strengthen and sustain the organization.
Existing board members play a critical role in the transfer of knowledge and in setting a welcoming, inclusive atmosphere for new board members.
It is an initiation to board service; an introduction to the organization, its mission, and programs; clarification of future time and financial demands; an opportunity to get to know other team members; and a chance to form an educated foundation for the coming years on the board.
Board members act as trustees of the organization's assets and must exercise due diligence and oversight to ensure that the organization is well-managed and that its financial situation remains sound.
It’s imperative that board members comply with three fiduciary duties: care, obedience and loyalty. If board members understand and embrace these responsibilities, they can fulfill those duties and hold their fellow board members accountable to do the same.
This starts with an understanding of the fundamental legal duties of each individual board member, which include:
Duty of Care — Each board member has a legal responsibility to participate actively in making decisions on behalf of the organization and to exercise their best judgment while doing so.
Duty of Loyalty — Each board member must put the interests of the organization before their personal and professional interests when acting on behalf of the organization in a decision-making capacity. The organization’s needs come first.
Duty of Obedience — Board members bear the legal responsibility of ensuring that the organization complies with the applicable federal, state, and local laws and adheres to its mission.
But these are just the starting point, as the board has responsibilities that go far beyond these three legal duties.
At times, the board will deal with sensitive information about members, clients, donors, employees, contractors, and volunteers. Confidentiality is important to an organization’s credibility and reputation, and board members should understand their responsibilities in this area.
Orientation is vital to serving well.
Commitment is paramount when you enter the realm of service on the board of directors. It’s important to realize that scheduled board meetings require a quorum to conduct business; therefore, choose wisely when you accept such a responsibility. Accountability leaves no room for excuses when it comes to completing accepted assignments.
As elected officials, we must remember that we are obligated to work with and on behalf of our members.
The Board makes decisions collectively, and a single board member has no authority to act on behalf of or bind ACB unless duly and specifically authorized to do so.
Board members may participate in board meetings in person or by electronic or telephonic means. (Refer to additional notes below in regard to financial responsibilities.)
Board members are urged to prepare in advance to ensure that they are able to participate in scheduled and emergency meetings. Becoming skilled in using the Internet, smartphone or tablet apps, and telephone systems would strengthen the ability to communicate.
New board members might also undergo orientation or training sessions to familiarize themselves with the organization's operations, culture, and strategic priorities. It’s important for board members to continuously educate themselves and stay updated on relevant issues and developments in the organization and blindness field.
Key Service Indicators
- Understanding the mission, vision, and core values of the organization is crucial for effective board membership.
- Awareness of legal and ethical responsibilities of board membership, including fiduciary duties, confidentiality, and conflicts of interest are very important.
- Gain an understanding of the organization’s financial statements, budgeting process, and financial health.
- Familiarity with the organization’s governance structure, constitution and bylaws, and decision-making processes.
- Understanding and commitment to promoting diversity, equity, inclusion, and accessibility within the organization and its activities.
- Ability to think strategically and contribute to long-term planning and goal setting.
- Effective communication skills, both in listening and expressing ideas, to collaborate with other board members and stakeholders.
- Willingness and ability to work collaboratively with other board members, affiliates, committees, and staff.
- Understanding the importance of advocacy and outreach efforts to advance the organization’s mission and goals.
- Demonstrated commitment to fulfilling board duties and making time for board meetings, committee work, and other responsibilities.
Overseeing the Organization’s Legal Obligations
The board verifies that all filing requirements and tax obligations are completed, including that the Form 990 is completed and filed on time and employment taxes are withheld and paid. To avoid intermediate sanctions, the board is expected to document and justify financial transactions, including executive compensation.
Approving the Budget
The annual budget approval process creates the framework for organizational management. Securing necessary funding is part of a viable budget. Examining financial statements regularly and comparing actual figures to the projected ones allows the board to verify that the financial health of the organization remains on track. The board should question major variances.
As a board member you need to have a general knowledge and reasonable access to the organization’s records that pertain to the responsibilities of the board. This could include the articles of incorporation, the original bylaws and any amended copies, 501(c)(3) determination letter, tax records, bank records, audits, meeting minutes, etc.
Preparing to Serve
A designated group email list has been established for use by board members. New board members will be given access at an appropriate time following the ACB conference and convention. This list is private, and all communication should remain private and confidential. Messages should not be forwarded, and no one should receive a carbon copy of any communication.
A board member may serve no more than two four-year terms.
Become familiar with and maintain easy access to the ACB Mission, vision, and core values. Visit www.acb.org to access an array of important information that may be needed to reference. Consider reading the Frequently Asked Questions in support of member requests that may arise.
Obtain your personal copy of the organization’s governing documents. Download your copy of the current ACB Constitution and Bylaws by clicking on the link below, then scroll to the bottom of the live document to access the download link.
https://www.acb.org/consitution-bylaws
Reference to Board Service
Article IV of the ACB Constitution provides a description of existing guidance for officers and directors.
Note that the ACB Constitution and Bylaws include a table of contents that make it easier to access specific areas of reference.
Accept the responsibility of:
- Assisting the organization in achieving its goals, objectives, and full potential.
- Become familiar with ACB’s resource development committee and its endeavors as you provide financial support and gain support through others.
Established Meetings
The pre-convention board meeting generally takes place on Friday, prior to the opening of the ACB conference and convention.
The fall board meeting generally takes place during the latter part of September; however, this is determined through negotiations with the particular hotel in which the ACB conference and convention is being held the next year. The ACB Convention Coordinator is authorized to negotiate the appropriate meeting date, while being in consultation with the ACB President.
The annual budget meetings generally takes place on Monday during the first two weeks of December, and focuses on expenses and the convention.
According to the ACB Constitution, a specially called board meeting can be held with a 7-day advance notice. Refer to Article IV, Section H.
Meetings may include an executive session to receive a briefing on legal and financial matters or to vote on or simply consider important confidential issues. It is most imperative that each board member clearly understands that every issue discussed while in executive session must remain private and confidential.
Voting on Agenda Items
Board members will be given the opportunity to read and review documentation or have issues presented for consideration prior to a vote. When a motion is made and seconded, board members will proceed to discussion, then a vote is taken. Options provided are a “yes” when in favor, “no” when not in favor, or a board member may choose to abstain from taking a position on the particular matter.
Note: In the best interest of the organization, board members are to strongly consider recusing themselves from a decision-making process based on personal or financial impact to them.
Other references include, but are not limited to the following:
Strive to participate in ACB projects, special events, ACB Community meetings, affiliate and committee programming, etc.
Board members are encouraged to subscribe to the ACB Conversation list in an effort to be informed about what members are expressing in regard to operating practices, policies and procedures, and other matters they deem important. Subscribe by sending a blank email message (no content in the subject line or in the body of the message) to: [email protected].
Board members are required to:
- Sign the Confidentiality Policy during each term of service.
- Sign the Conflict of Interest Statement on an annual basis.
- Participate in the selection of the Executive Committee on an annual basis.
- Participate in the selection of the ACBES Board of Directors when appropriate.
- Participate in the selection of the budget committee on an annual basis.
- A designated Dropbox folder has been established to hold important board member material and special references in preparation for board meetings and training sessions.
- Consider opting into serving as a Board Liaison with a presidential appointment to state and/or special-interest affiliates. Affiliates are now given the option to opt in as well.
- Board members are periodically appointed to serve on a task force, work group, subcommittee, or special panel.
- Board members are commonly asked to speak during affiliate conventions.
- Become familiar with the most recently adopted Policy on Prohibited Conduct.
Contributions
End of year board member financial contributions demonstrate board support to the organization, and benefits foundation or grant requests. (no specified amount is required)
Members of the ACB board of directors incur expenses related to travel, lodging, and meals to participate in board meetings and other organizational activities.
Board members may elect to request a stipend to participate in person in order to offset a portion of the expense. This stipend is not an entitlement; it was created to offset the expense of travel and allow more individuals to participate in person.
Stipend to Attend Board Meetings
To receive the board stipend, each officer, director, or the Board of Publications representative to the board must submit their receipts for travel, lodging, and meals to ACB’s Chief Financial Officer for reimbursement. As of February 2021, the stipend was adopted to be $1,000.
This stipend includes air and ground transportation, hotel lodging based on double occupancy, daily per diem excluding where ACB is paying for the meals. If the actual receipts are below the $1,000 stipend, reimbursement will be for actual expenses incurred to attend the board meeting.
In July 2022 the stipend was increased to recognize any economy class air fare amount booked at least 30 days in advance that exceeds $500 as being added to that stipend, and that this policy be reviewed again in 18 months.