Responsibilities of board of directors

Adopted May 1994 with specific expectations added in April 2000

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 the AIGA
• Ensure that the organization's charter and by-laws are being followed

Board members should not:

• Engage in the day-to-day operation of the organization
• Hire staff other than the chief executive
• Make detailed programmatic decisions more appropriately left to staff

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 to assure active, informed participation
• Make sure the organization keeps a written, permanent record of all Board minutes and 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
• 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
• Identify and 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

Specific expectations
The responsibilities of the Board listed here represent formal expectations of Board members in virtually any nonprofit. 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. Visit at least two chapter Boards of directors (both yours and one other chapter). After any visit, report any issues and innovators that are apparent at the chapter level to the staff Board liaison.
• 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, as well as potential corporate partnerships
• 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
• Write an illustrated essay on one of your design heroes for posting on the AIGA web site
• 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.

Role restrictions
The Board should be aware of several distinctions in authority.

Board members should:

• Have a sense of personal accomplishment from achieving outcomes without being personally vested in individual projects
• Recognize that national Board members should not create work for the staff--the organization's strength lies in its volunteerism, from the Board down, and the staff are involved principally in process-oriented support activities
• Recognize that individual Board members ?initiatives cannot make claims on financial resources outside of the annual budget
• Avoid making demands on individual staff members or act as if staff members are accountable to the Board member--Board members can accept (and expect) assistance, but should deal with the executive director if there are performance problems, since they may result from competing priorities Board members