Responsibilities of board of directors

Filed Under: About AIGA , governance

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.

Confirmed board members of AIGA are committed to a variety of obligations and responsibilities. Most of these are traditional in nature and are listed here. However, one obligation warrants special attention. Each board member is expected to maintain an AIGA membership at the Trustee or Design Leader level for the duration of his or her term.

Board members should:
  • Define the organization's mission, and approve operational policies for AIGA's general course from year to year
  • Approve fiscal policy and boundaries, including budgets, and financial controls
  • Assist in raising adequate resources for the activities of the organization
  • Select, evaluate, appoint and, if necessary, terminate the chief executive (executive director)
  • Ensure that the provisions of the organization's charter, bylaws, and policies are being followed
  • Develop and maintain a communication link to the design community, acting as an advocate for AIGA and the board's mission, policies, and programs
  • Encourage co-workers to become members of AIGA
  • 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
  • Keep management informed of any issues raised by members or chapter leaders, while retaining an objective role in representing the board and management's positions in conversations with members and chapter leaders
  • Set an example for other professionals by giving through the fundraising options available to the AIGA membership
  • Take responsibility to lead a project that is consistent with AIGA's goals and objectives, and is not a redirection of existing resources nor an imposition on the staff. Past examples include fundraising, content development, launching member-based initiatives, etc.
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 all board meetings and participate in informal monthly board calls
  • Attend the annual Leadership Retreat (June)
  • Be familiar with the organization's goals, objectives, and programs
  • Read board agenda and supporting materials prior to each board meeting to assure active, informed participation
  • Make sure the organization keeps a permanent record of all board minutes and official actions
  • Be certain the organization is fulfilling all aspects of its nonprofit and tax exempt status
  • 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
  • Authorize appropriate indebtedness for major programs
  • Know the directors and officers of the organization
  • Adopt and follow sound business policies and practices
  • Avoid conflicts of interest
  • Monitor the community and professional image of the organization
  • See that the organization maintains good credit and financial standing
  • Review the organization’s insurance program