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
Primary activities of national board members:

The national board helps to define AIGA’s mission and approve operational policies from year-to-year, which includes reviewing and approving the annual budget.

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.

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

  • Attending national and local AIGA events, being accessible at those events and listening to members
  • Keeping an ear out for any issues raised by members or chapter leaders and relaying those to AIGA management, while retaining an objective role in representing the board and management’s positions in conversations with members and chapter leaders
  • Setting an example for other professionals by giving through the fundraising options available to the AIGA membership
  • Developing and maintaining a communication link to the design community, acting as an advocate for AIGA and the board's mission, policies, and programs
  • Encouraging AIGA membership whenever possible
Time and travel commitments of national board members

The national board has a standing monthly Adobe Connect call that typically ranges from 30 minutes to one hour. 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 in order to keep current AIGA events top of mind.

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 in-person meetings three to four times each year. As stated above, board members are responsible for their own travel and accommodations costs.

The board typically schedules meetings to take place adjacent to three annual events that are critical to AIGA’s success in supporting members and chapters (the Retreat); recognizing the legacy of design excellence (the Gala); and providing thought leadership and inspiration to designers (the Conference). Board members should schedule time to attend both the board meeting and the events:

The AIGA Leadership Retreat in Baltimore, MD (May 31–June 2, 2018). This event moves around the country and will shift to the first week of September in 2019. Prior to the retreat a virtual incoming board orientation will be held to give new board members an overview of the organization and to familiarize them with board meeting procedure. 

The AIGA Design Conference Pasadena, CA (April 4–6, 2019). This event moves around the country, and will shift from the Fall to the Spring begining in 2019.

The AIGA Awards Gala in New York, NY (April 20, 2018). This year’s Gala does not fall under the incoming board term, though incoming board members can expect it to take place in 2019.

Occasionally, but not always, the board will schedule an additional meeting as necessary, in which case the date and location will be determined as a group. Usually a fourth meeting would be scheduled between the October and June meetings.

In the case that a board member misses two consecutive official board meetings, the president 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)

Board members must 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 two of AIGA’s annual signature events:

  • The AIGA Awards Gala (encouraged to purchase a Donor level ticket ($1,500) or table ($7,500+) and attend)
  • The AIGA Design Conference (encouraged to purchase a conference registration and attend) 
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
  • 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