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. AIGA's Board is a working board, actively participating in leadership and governance, however, the Board does not serve in an operational or managerial role.

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 their term.

Primary activities of national Board members:

The national Board helps to define and redefine AIGA's evolving vision, reviewing and approving operational policies from year-to-year and reviewing and approving the annual budget.

National Board members are expected to act as brand ambassadors for AIGA during their term of service, and after their service. In general terms this means:

  • Supporting the organization's vision of a global community of design advocates and practitioners that advances design as a professional craft, strategic advantage and vital cultural force by connecting practitioners, enthusiasts and patrons; advocating for the value of designers and design in business, government, media and the public; enhancing professional development; defining global standards and ethical practices; inspiring designers and the public; establishing criteria for design education that meets the needs of the profession; making powerful tools and resources available and accessible; celebrating and enhancing the value of design; mobilizing a global design movement; and upholding our values of diversity and inclusion: ability diversity, age diversity, discipline diversity, gender diversity, geographic diversity, racial diversity and workplace diversity
  • Balancing future orientation with appreciation of AIGA’s past legacy and evolving vision
  • Developing and maintaining active communication with the design community, acting as an advocate for AIGA and the organization’s vision, policies, and programs
  • Attending national and local AIGA events and being accessible at those events: listening to members, supporting and encouraging dialogue with the chapters, regions, councils and task forces
  • Keeping Board leadership and professional 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
  • Encouraging colleagues to become active members of AIGA, and encouraging AIGA membership whenever possible
  • Setting an example for other professionals by giving through the fundraising options available to the AIGA membership
  • Actively participating in Board Committee work to support AIGA's goals and objectives: Committees have clear charters tied to the strategic plan and are key elements of the Board’s structure, providing all members with focused work and responsibilities
  • Board Committee Chairs work in coordination with each other through the Executive Committee and support full board participation in decision-making
  • In addition to Board Committee work, Board members may be asked to take responsibility to lead projects as defined by the Board while avoiding redirection of existing resources and/or imposition on the staff. Examples include fundraising, content development, supporting and launching member-based initiatives, etc.
  • In addition to Board Committee work, Board members are also called on to help secure adequate resources for the activities of the organization, which may mean assisting AIGA staff with sales outreach or fundraising, contributing money or time to AIGA events or programs, making valuable introductions between AIGA staff and personal contacts to leverage larger sponsor relationships, or leading an initiative or project
Board members should:
  • Review and approve fiscal policy and boundaries, including budgets, and financial controls, and approve operational policies for AIGA's general course from year to year
  • Assist in raising adequate resources for the activities of the organization
  • Select, evaluate, appoint and, if necessary, terminate the Executive Director
  • Nominate at least one professional for the board as part of the regular nominating process, based on the criteria of the nominating committee
  • Know the provisions of the organization's charter, bylaws, and policies, and ensure that they are being followed
Board members should not:
  • Engage in the day-to-day operation of the organization
  • Direct, evaluate or hire staff other than the Executive Director
  • 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 full Board and the Executive Director
  • Make any offer or commitment to allow exceptions to AIGA policies
Time and travel commitments of national board members

The national board has a standing monthly Zoom call that typically ranges from one to two hours. While not all monthly calls are designated as official board meetings, for which attendance is required, board members are encouraged to participate in every call and meeting.

For both the calls and the official meetings, board members should schedule sufficient time in advance to review the call agenda and supporting materials to assure active, informed participation. Supporting materials can often be substantial, consistent with the fiduciary and governing responsibilities of a board of an established national institution. The materials will be provided no later than a week before the scheduled meeting.

The national board holds regular in-person meetings three to four times each year. While participation by conference call is possible, in-person attendance is preferred. Board members are expected to make their own travel and lodging arrangements, and to cover their own travel and event registration costs. In order to encourage a diverse Board, some members participation at in-person meetings, i.e. educators, chapter leadership representatives, etc., may be subsidized from time to time.

The board typically schedules in-person meetings to take place adjacent to two annual events that are critical to AIGA’s success in supporting members and chapters (the Leadership Retreat); and providing thought leadership and inspiration to designers (the Design Conference). Board members should schedule time to attend both the board meeting and the events:

The AIGA Leadership Retreat will be in Atlanta, GA this year (August 23–24, 2019). This event moves around the country and is typically scheduled for late Summer. Prior to the Leadership Retreat a virtual incoming Board orientation will be held to give new Board members a current overview of the organization and board work, review these Responsibilities, familiarize them with Board Committee activities, discuss Committee participation, and encourage their full engagement in the board. 

The AIGA Design Conference will be in Pittsburgh, PA (Spring 2020). This event moves around the country, and takes place annually in the Spring.

Occasionally, but not always, the board will schedule additional in-person meetings,  in which case the date and location will be determined as a group. If a board member misses actively participating in two consecutive official board meetings, the Board President and Board may ask them to step down.

Financial obligations of board members

Each national board member is expected to join AIGA at one of two membership levels for the duration of their three-year board term:

Trustee ($2500/year, $7,500 over three years)
Leader ($500/year, $1,500 over three years)

As stated above, Board members usually cover their own travel and accommodations costs for all in-person board meetings (typically three to four per year). While AIGA may be able to offer preferential hotel rates for some of these meetings, it will be up to board members to book their own rooms and cover all hotel costs as well as flights, and travel expenses.

National board members are expected to attend and support the AIGA Design Conference by purchasing a conference registration and actively participating in the event and its promotion. 

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 in-person Board meetings and participate in monthly Board calls
  • Support the organization's goals, objectives, and programs
  • Read Board agenda and supporting materials prior to each Board meeting to assure active, informed participation
  • Ensure the organization keeps permanent records 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. Leadership is often defined as having answers, or taking charge, however, one of the most important forms of leadership that Board members undertake is simply to ask substantive questions
  • Insist on meaningful Board meetings with full disclosure of operating results
  • Communication and transparency: good communication is a key to effectiveness. Board members are encouraged to ask hard questions and get honest and complete answers
  • Know and build relationships with the directors and officers of the organization and Board colleagues: Boards are social groups and each has its own distinctive culture. Boards that work well have incorporated governance and personal initiative into their organizational culture. They have enthusiasm, momentum, and flexibility. Effective leadership boards foster environments where directors trust and respect one another, communicate clearly and often, know their organizations well, care deeply about mission, and understand their legal and moral responsibilities, respect is crucial. Respect among the current Board for each other and for the Executive Director comes from acknowledging and honoring their mutual responsibilities for their work and for the organization. The AIGA Board should be a group that each member is proud to be part of
  • Learn from conflict and constructive debate: willingness and ability to work through conflict strengthens the Board and the organization. The ability to disagree productively is one sign of a strong board culture. Constructive debate and dialogue results in decisions that are more fully thought out; diverse perspectives are encouraged
  • Require the organization to engage competent legal counsel
  • See that the organization maintains good credit and financial standing
  • Review the organization’s insurance program
  • Review and authorize appropriate indebtedness for major programs and contracts
  • Adopt and follow sound business policies and practices
  • Avoid conflicts of interest for the organization and its members
  • Build high expectations into the culture; there are clear expectations that service to the board is a serious and demanding job