Open number of board seats
There are five core three-year seats that are filled annually, with a term through 2023. Additionally, unique to this year, there are three partial-term board seat vacancies that the committee will be filling this year, which include one two-year seat with a term through 2022 and two one-year seats with a term through 2021.

Attributes
For the board to effectively govern, it is essential for directors to represent a variety of skills, experience, perspectives and expertise. Considering the roles and contributions of departing and continuing board members, the incoming slate of directors should consist of individuals with Board-level leadership experience outside of AIGA who can best support four standing board committees that oversee the key functional areas of finance, governance, corporate relations, and member and chapter community.

Additionally, the board as a whole should embody the diversity that is reflective and representational of our national community as well as exemplary of and supportive to the changes we’re striving to make as a community.

Ideal attributes for 2020
AIGA seeks directors with demonstrated background / expertise in one or more of the following functional areas:

• Adjacent industry organization experience
• Business owner
• Corporate leadership
• Design Education
• Design practitioner
• Development experience
• Entrepreneur / new venture
• Expertise in Diversity, Equity & Inclusion / talent management
• Financial management or acumen
• Legal professional
• Nonprofit or association management
• Technology management

Attributes of diversity
This category of criteria consists of general attributes that should be considered in order to advance the diversity of points of view and stakeholder awareness. Nominees are not required to reveal personal information about themselves. The nomination form does however provide board candidates with the opportunity to share any different points of view they feel they might bring to the board should they wish to. A representative board would reflect a diverse range of the following attributes:

• Age
• Disability Status
• Discipline (note: this is not limited to disciplines within the design profession)
• Ethnicity
• Gender
• Geographic location
• Race
• Sexual orientation
• Socio-economic background
• Workplace

Treasurer
A Treasurer elect position must be filled in 2020. This position will shadow the outgoing Treasurer for one year, and may be filled by a sitting member of the board or by a new member recruited for this position. This person should have experience reviewing financial statements and budgets.

The Treasurer will chair the Board Finance Committee, and work directly with the Executive Director and CFO to monitor the finances of the association and to communicate to the board about the association’s overall financial health.

The primary role of the Finance Committee is to help the board fulfill its fiduciary responsibility to provide shrewd financial oversight, keep complete, current, and accurate financial records, and to ensure that the organization manages and invests its funds responsibly—in accordance with all legal requirements as well as the mission of the organization.

Specific duties include:

Financial Oversight

• Ensure the records of the association are accurate and complete
• Help the board understand the organization’s finances
• Act as the board’s eyes and ears in the financial operation
• Protect the association from actual or apparent conflicts of interest

Audit

• Review the draft audit and 990
• Present the audit report to the full board (if auditor does not)
• Recommend the hiring, retention, or firing of outside auditor
• Review the management recommendation letter and ensure follow up on any issues

Investments

• Investment policy with objectives of the investment portfolio and guidelines on asset allocation
• Ensure provisions of the policy are followed
• Review investment policy and update as necessary
• Hire and evaluate the investment managers

Time commitment required: monthly

• Orchestrate and facilitate remote, monthly Finance Committee meetings; preparation required
• Attendance, leadership, and participation in remote and in-person Board meetings; preparation required
• Attendance, leadership, and participation in remote Executive Committee meetings

Time commitment required: quarterly

• Review quarterly financials and investment results

Time commitment required: annually

• Participate in the strategic budget planning process with senior staff
• Review and approve annual budget. Recommend annual budget to the full board
• Meet with outside auditor and investment advisor
• Review and approve the audited financials
• Review the federal informational return (IRS Form 990) that is prepared for management by the outside auditors
• Report on investment performance to other members of the executive committee
• Participate in the annual performance review of the executive director that is conducted by the Executive committee

Other considerations

Board member participation
As leaders of a professional membership association, every member of the board is expected to participate in AIGA as an active member for the duration of their board service. Board members are strongly encouraged to join at the highest membership level that they are able, and to cover their own travel expenses and registration fees for AIGA meetings or events to the extent possible.

Representation from formal education sector
In each board cohort, the committee will aim to ensure that one member of the board is a full-time educator working design or a related field, a candidate with an expressed and principal interest in design education (pedagogy, curricula, theory, research) and demonstrated leadership in that community, or a candidate willing to be an active and accessible advocate for the Design Educators Community (DEC) Steering Committee, the DEC general membership, student group advisors, and education chairs within chapters.

Conflict of interest
We understand from time to time topics can arise over the course of board service that may provide the appearance of a conflict of interest. Each National Board member is expected to review and sign a Conflict of Interest statement at the start of their board service. Conflict of interest exceptions can be noted at any point during a board member’s term as board discussions arise or professional affiliations or relationships evolve or emerge. In such cases the board member must excuse themself from board discussion pertaining to any exceptions noted.

Policy on serving on national and chapter boards simultaneously
There is no reason that chapter board members should not be nominated and selected for service on the national board. This is not necessarily a conflict of interest. However, every national board member is expected to represent members as a whole throughout their service on the national board; and to respect both confidentiality and solidarity with national board deliberations and decisions. For this reason, and to ensure that all national board members can meet the expectations, norms, and ethical considerations of the national board, any nominee selected to serve on the national board while still serving on a chapter board, must resign one of the positions. This is not to say that the national board role is predominant; it simply means that it is not acceptable for any national board member to compromise the ethical and principled expectations of the national board position knowingly or unintentionally, as a result of conflicting responsibilities of other boards or positions.

Context
Nominating candidates to the AIGA National Board is essentially succession planning. As such, each slate must be considered within the following contexts:

• Does each candidate individually meet the requisite criteria? Does the slate as a whole represent a balance of expertise, experience, and point of view that AIGA is proud to stand behind?
• How well does the slate represent the broader community, its concerns and interests?
• Does the slate result in an overall board that meets the necessary attributes

Completing the nomination form

Any individual willing to participate and to fulfill the obligations of board membership may self-nominate by completing the nomination form by April 8, 2020. The nominee need not be a member at the time of nomination, but will be expected to become a member if approved. Each nominee is expected to complete the online form so that the nominating committee may consider the credentials of all candidates individually, as well as comparatively. Read the Board Responsibilities and the Board Conflict of Interest Policy to better understand the responsibilities of elected board members. If you have questions about the form or the nomination process, please contact the chairperson of this year's nominating committee.

The nomination form is designed to help the nominee prepare and present his or her qualifications in a consistent manner, and assures that the committee has the same information on all candidates.

The national Board helps to define and redefine AIGA's evolving vision, reviews and approves operational policies from year-to-year, and reviews and approves 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 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 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; and upholding and strengthening our values of diversity, equity and inclusion
• 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 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, or making valuable introductions between AIGA staff and personal contacts to leverage larger sponsor relationships

Board members must:

• 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
• Know the provisions of the organization's charter, Constitution and Bylaws, and policies, and ensure that they are being followed
• Select, evaluate, appoint and, if necessary, terminate the Executive Director
• Assist in raising adequate resources for the activities of the organization

Board members should not:

• Engage in the day-to-day operation of the organizationor make detailed programmatic decisions more appropriately left to staff
• Direct, evaluate or hire staff other than the Executive Director
• 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 monthly conference 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. Whenever possible, 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 to the extent possible. In order to encourage a diverse Board, some members' participation at in-person meetings may be subsidized from time to time.

Incoming Board members will participate in either an in-person or virtual orientation session in early July. The session provides new directors with an overview of the organization, board work and responsibilities, and Board Committee activities and participation, and is designed to encourage their full engagement in the board.

The board typically schedules in-person meetings to take place adjacent to any national events. In such cases, Board members should schedule time to attend both the board meeting and the events one of which is the AIGA Leadership Retreat. Occasionally, but not always, the board will schedule additional in-person meetings,  in which case the date and location will be determined.

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 maintain an active AIGA membership at the highest level that they are able for the duration of their board service.

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 to the extent possible.

National board members are expected to attend and support national AIGA events by purchasing an event 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

No AIGA director shall solicit or accept, directly or indirectly, anything of substantial monetary value (including any gift, gratuity, favor, loan, or other consideration) from any person, corporation, chapter, or other entity that has, or is seeking, a contractual, employment, financial or other beneficial relationship with AIGA, which relationship may be substantially affected by that director’s performance of his or her duties to AIGA.

AIGA shall not provide loans (or the equivalent, such as loan guarantees, purchasing or transferring ownership of a residence or office, or relieving a debt or lease obligation) to directors, officers, or trustees.

Each AIGA officer shall avoid any conduct that might result in the loss of public confidence in the responsible performance of AIGA functions, the impairment of AIGA efficiency or economy, or might reasonably give the appearance of:

• The extension of preferential treatment to any person, group, organization, or other entity
• The compromise or loss of complete impartiality of judgment and action
• The making or implementation of an AIGA decision outside of standard AIGA policies and guidelines

No AIGA director shall make use of, or permit others to make use of, any information obtained as a result of his or her relationship with AIGA, which information is not generally available to the public, whether for direct personal gain or for advice to others with whom he or she has family, business, financial or professional ties.

AIGA is effective only as long as it maintains the design community’s trust. All directors are required to perform in a manner that is consistent with these principles. Failure to do so may, in the interest of AIGA, be grounds for a request for resignation from the board.

I have read the AIGA conflict of interest statement and agree to abide by its provisions and have reported any necessary exceptions below.