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030 Board of Directors

Overview of Duties

The Board of Directors determines and implements Association policies.

Each member of the Board of Directors
  • Fully informs himself or herself on key areas of activity of the Association
  • Provides guidance and direction to the Executive Committee and Executive Director on achieving the objectives of the Association.
  • Acts at all times in what he or she believes to be the best interests of the Association.
  • Acts to preserve the assets of the Association
  • Promotes the purposes for which the Association was formed.
  • Recommends nominees for Association offices to the chair of the Nominating Committee and recommends possible program reviewers to the Program Chairs of annual conventions and regional conferences.
Bylaws. The bylaws specify that the Board of Directors
  • Evaluates Association activities, approves Operational Guidelines, and recommends courses of action to the Executive Committee and the Executive Director (bylaw 1.1.4).
  • Has the authority to create, eliminate, and redefine regions (bylaw 1.3.2.).
  • Has the authority to make nominations in addition to those of the Nominating Committee (bylaw 1.4.6).
  • Considers each nominee separately and approves a list of candidates (bylaw 1.4.6).
  • Approves the site for the annual convention (bylaw 3.2.1).
  • Sets or confirms the stipend for the Executive Director (bylaw 3.7.2).

Evaluate Assocation

To evaluate the activities of the Association, the Board of Directors

  • Receives and reviews reports at its annual meeting.
  • Receives and reviews a report following the mid-year Executive Committee meeting.
  • Is polled on extraordinary actions required between meetings of the Board.
Annual Meeting. The Board meets at least once a year. (Bylaw 1.1.6 makes provision for special meetings other than the meeting at the annual conference.) A board member who is unable to attend the annual meeting notifies the Executive Director.

At the meeting held at the annual convention, the Board considers many reports, including

  • Financial performance.
  • Proposed budget.
  • Auditor's report.
  • Committee reports.
  • Regional Vice Presidents' reports.
  • Editors' reports.
Mid-year Report from Executive Committee. The Executive Committee meets in mid-year (bylaw 2.6.2.) and mails a report on that meeting to members of the Board of Directors. (See 050-002 Report on Mid-Year Executive Committee Meeting, Business between Annual Meetings.)

Extraordinary Actions.The Board empowers the Executive Committee to carry on the business of the Association within certain guidelines (see 050-001 Empowerment of Executive Committee, Business between Annual Meetings). The Executive Committee refers any extraordinary items to the Board by mail, e-mail, fax, or telephone (bylaw 1.1.5).

Operational Guidelines Approval and Amendment

Members of the Board provide written notice of proposals to amend the Operational Guidelines at least 45 days in advance of the annual meeting to

  • The First Vice President for inclusion in the agenda.
  • The Second Vice President (who reviews the Operational Guidelines).
  • The Executive Director for inclusion in the annual meeting package.

Recommend Courses of Action

Recommendations to the Executive Committee and the Executive Director appear as items in the minutes of the annual meeting of the Board of Directors.

Regions: Create, Eliminate, and Redefine

The Board has the authority to create, eliminate, or redefine regions (bylaw 1.3.2).

Nominations

Additional Nominations. Members of the Board have the authority to make additional nominations during consideration of the Nominating Committee's report at the annual meeting.

The nominator presents, at or before the Board meeting, in support of such a nomination, a two-page vita comparable to those furnished in support of the Nominating Committee's nominations (format and content to be specified) and evidence that the nominee is willing to serve if elected.

Approval of Slates. The Board considers each nominee individually andapproves or rejects that person for inclusion on the ballot.

Incoming Board Members

The Second Vice President invites incoming Board members to observe the Board meeting at the annual convention immediately before they take office. The Executive Director sends them the packet of materials distributed to Board members.

Overview of duties

In addition to their duties as members of the Board of Directors, Regional Vice Presidents have the specific duty to represent the best interests of their regions.

The bylaws specify that Regional Vice Presidents

  • Represent the best interests of their regions at Board of Directors meetings (bylaw 2.5).
  • Foster the objectives of the Association within their regions (bylaw 2.5.1)
  • Oversee regional conferences (bylaw 2.5.1)
  • Nominate members of their region for offices and awards (bylaw 2.5.1).
  • Select sites and times for regional meetings in conjunction with the Executive Director (bylaw 3.2.2).

Regional Conferences

Locations. Regional Vice Presidents strive to set the locations for regional conferences three years in advance.

Dates. Regional Vice Presidents check with the Executive Director on meeting dates so as to preclude, as much as possible, two regional conferences on the same day.

If possible, Regional Vice Presidents schedule ABC conferences so as not to coincide with the meeting dates of such conferences as CCCC and NBEA.

Joint Conferences Encouraged. If they so desire, Regional Vice Presidents arrange joint conferences with other regions and /or other associations.

Program Chair. Regional Vice Presidents name program chairs for their regional conferences three to five years in advance if possible.

Publicity. As soon as the information is available, each (continued) Regional Vice President notifies the Executive Director of the location, date, and the names, addresses (including telephone and fax numbers and email addresses) of the general chair and program chair of the regional conference.

A year before the conference, each Regional Vice President sends camera-ready copy for a one-half page ad for inclusion in the Quarterly to the Executive Director.

The Program Chair for each regional conference sends mailings to the entire Board of Directors, members in the region, and others from inside and outside the region who might attend the conference.

Financial Matters. Regional Vice Presidents bear in mind that the Board expects regional conferences to make a profit. Advertising from authors and publishers, a surcharge for nonmembers, and a discount for early registrants are part of good financial management. ABC's Conference Planning Brochure is a good source of information.

If necessary, regional conference organizers obtain advances to coverorganizing expenses from the Executive Director.

Regional Vice Presidents, working with the regional meeting chairs, provide the Executive Director with a financial report within 30 days after the regional conference.

Nominees and Potential Committee Members

Regional Vice Presidents send the names of potential nominees for the Board of Directors and awards to the chair of the Nominating Committee and the names of potential committee members to the First or Second Vice President by the designated date (usually a month before the Executive Committee Meeting in March or April) each year.

Regional Membership Committees

Each Regional Vice President names a regional membership committee to work to increase membership in the region. The Board allocates up to $100 a year for each committee to defray the cost of a regional newsletter or other membership-building activities.

Reports

Each Regional Vice President submits the following reports of the region's activities and contributions to the ABC budget to the Executive Director:

  • a mid-year report to the Executive Committee--30 days before the mid-year meeting
  • a financial report of the regional conference--30 days after that conference
  • an annual report to the Executive Board--45 days before the annual meeting for inclusion in the packet to Board members.

Meetings with First and Second Vice President

During the annual convention, the Regional Vice Presidents meet with the First and Second Vice Presidents to coordinate regional activities, discuss membership, and promote the interests of the Association.

Overview of duties

The Board of Directors empowers the Executive Committee to run the Association between meetings of the Board of Directors as provided for in Section 050 Business between Annual Meetings.

The Board directs specific actions to be undertaken by passing motions at the annual meeting of the Board of Directors.

The Executive Committee ensures that the actions are completed as specified.

Leadership and Direction

The Executive Committee provides leadership and direction for the Association

Bylaws

The bylaws provide that the Executive Committee is responsible for:

  • The orderly succession of Executive Directors (bylaw 2.9).
  • Causing the bylaws to be reviewed when the appointment of a new Executive Director becomes necessary (bylaw 2.9.1).
  • Reviewing the performance of ad hoc committees annually and appointing new chairs if progress is deemed inadequate (bylaw 3.3.2).

Mid-Year Meeting

The Executive Committee's mid-year meeting is held in conjunction with one of the regional conferences. After the meeting, the Executive Director submits a summary of the Executive Committee's discussion to each member of the Board of Directors.

Annual Convention

The Executive Committee chooses the Program Chair(s) and Local Arrangements Chair(s), if any, for annual conventions.


Determining Ability to Serve

The Executive Committee determines when absence or disability prevents one of its members from carrying out the duties normally associated with an office.

Overview of duties

In addition to the duties as a member of the Board of Directors and as a member of the Executive Committee, the Past President chairs the Nominating Committee.

Succession

If the immediate Past President is unable to serve the remainder of a term of office due to absence or disability, the Executive Committee appoints another previous president of the association to fill the vacancy. The person appointed carries the title "Past President," serves as a member of the Board of Directors and of the Executive Committee, and fulfills the normal responsibilities of the Past President.

Overview of duties

The President is the Chief Executive Officer of the Association. In addition to the duties as a member of the Board of Directors and as a member of the Executive Committee, the bylaws provide that the President

  • Presides at meetings of the Board of Directors and Executive Committee (bylaw 2.3.1).
  • Calls special meetings of the Executive Committee (bylaw 2.6.3).
  • Arranges to fill vacancies on the Board of Directors (bylaw 2.7.3).
  • Publishes a list of committee members and charges for committees (bylaw 3.3.2)
  • Creates ad hoc committees (bylaw 3.3.5)
  • Authorizes reimbursement for expenses (bylaw 3.7.1).
  • Recommends bonuses for headquarters staff (bylaw 3.8.3).
  • Receives and processes proposals for bylaw changes (bylaw 4.2).

Parliamentarian

The President appoints the parliamentarian for meetings.

Oversight

The President will appoint a two-person committee, which will include the second vice-president, to review the bylaws yearly and suggest changes. Changes will be submitted to the Executive Director 45 days in advance of the annual convention in accordance with Bylaw 4.3.1.

 

Agenda for Annual Meeting of Executive Committee
The President prepares the agenda for the annual meeting of the Executive Committee (EC).

Time Required for Items

The President circulates a draft agenda to all members of the Executive Committee requesting that they indicate the time required for items for which they are responsible. Adequate time is allowed for members to reply and for the final agenda to be ready to reach EC members about 30days before the annual meeting.

Other Agenda Items

The President asks EC members to add agenda items, if required, when they receive the draft agenda.

Overview of duties

In addition to the duties as a member of the Board of Directors and as a member of the Executive Committee, the bylaws state that the First Vice President

  • Performs the functions of the President should the President be unable to do so (bylaw 2.3.2).
  • Appoints committee chairs, chair of the Publications Board (bylaw 3.3.1), and chair of the Web Board (bylaw 3.6) for the following year when he or she will serve as President.
  • Appoints committee members and charges committees (bylaw 3.3.4) ) for the following year when he or she will serve as President.
  • Consults with the President on committee chair appointments (bylaw 3.3.2).
  • Encourages members to serve on committees(bylaw 3.3.3).

Agenda for Annual Meeting

The First President prepares the agenda for the annual meeting of the Board of Directors.

Time Required for Items. The First Vice President circulates a draft agenda to all members of the Board and Committee Chairs requesting that they indicate the time required for items for which they are responsible. Adequate time is allowed for members to reply and for the final agenda to be ready to reach Board members about 30 days before the annual meeting.

Other Agenda Items. The First Vice President asks board members to add agenda items, if required, when they receive the draft agenda.

Committee Membership and Charges

The First Vice President is responsible for appointing committee members and chairs, and making committee charges at least 45 days before the start of the committee year.

The First Vice President is responsible for appointing the chairperson of the Publications Board from among elected members of the Publications Board.

The First Vice President is responsible for appointing the chairperson of the Web Board.

Oversight of Interest Groups

The First Vice President initiates interest groups by either (a) designating a member as a coordinator of an interest group and asking him or her to convene a group or (b) granting recognition to an interest group that applies for recognition. Within 30 days after the annual convention, the First Vice President receives reports from Interest Group coordinators and determines whether the interest groups meet the criteria for continued recognition or should be dissolved.

Letter to Outgoing Chairs

The First Vice President writes to outgoing committee chairs thanking them for their service to the Association.

Meeting with Regional Vice Presidents

The First and Second Vice Presidents meet with the Regional Vice Presidents at the annual convention to provide guidance and support, as necessary.

Overview of duties

In addition to the duties as a member of the Board of Directors and as a member of the Executive Committee, the Second Vice President

  • Performs the functions of the First Vice President should the First Vice President be unable to do so (bylaw 2.3.3).
  • Encourages members to serve on committees and reports any interest to the First Vice President (bylaw 3.3.3).
  • Makes changes in the committee sections of the Operational Guidelines to reflect changes directed by the Board of Directors at the annual meeting or by the President should an ad hoc committee be appointed.

Committee Membership

The Second Vice President assists the First Vice President to evaluate proposals for committee membership and charges.

Operational Guidelines Revisions

The Second Vice President reviews and updates the Operational Guidelines and recommends changes when necessary. Changes become effective upon approval by the Board of Directors.

The Board does not vote on revisions made to the committee sections of the Operational Guidelines to reflect changes made at the Board of Directors meeting or by the President when an ad hoc committee is appointed.

Bylaw Revisions

The Second Vice President reviews the bylaws and recommends any necessary revisions.

Meeting with Regional Vice Presidents

The First and Second Vice President meet with the Regional Vice Presidents at the annual convention to provide guidance and support, as necessary.

Letter to Incoming Board Members

The Second Vice President invites incoming Board members to observe the Board meeting at the annual convention immediately before the they take office.

Overview

The Executive Director is the Chief Administrative Officer and Chief Financial Officer of the Association.The Executive Director is responsible for the day-to-day operations of the Association.

Duties specified in Bylaws

In addition to the duties as a member of the Board of Directors and as a member of the Executive Committee, the bylaws provide that the Executive Director

  • Maintains and makes available to all members the minutes of meeting of the Board and records of mail, email, fax, and telephone transactions (bylaw 1.1.9).
  • Appoints honorary members nominated by dues-paying members (bylaw 1.2.1.5).
  • Nominates and obtains Board approval for continuing honorary memberships (bylaw 1.2.1.5).
  • Serves as nonvoting ex officio member of the Nominating Committee (bylaw 1.4.1).
  • Appoints tellers to count votes for elections of directors and officers (bylaw 1.4.8).
  • Publishes the names of persons elected (bylaw 1.4.9).
  • Serves as managing director of all regular and special publications of the Association (bylaw 2.4.1).
  • Oversees all regular and special funds (bylaw 2.4.2).
  • Serves as ex officio member of the Publications Board, with full voting privileges (bylaw 3.4).
  • Coordinates production of special publications with the Publications Board (bylaw 3.5.2).
  • Authorizes reimbursement for expenses (bylaw 3.8.1).
  • Recommends bonuses for headquarters staff (bylaw 3.8.3).

Additional Duties

The Executive Director also

  • Informs sponsors of ABC awards of the names of the recipients of those awards.
  • Maintains a current copy of the Bylaws and Operational Guidelines, incorporating any changes approved by the membership of the Board, respectively.
  • Compiles and mails materials for the annual meeting to current and incoming Board members about 30 days before the meeting.
  • Notifies the Nominating Committee of any resignations of officers or Board members.
  • Serves as General Chair of the annual convention.

Procedure For Elections

The Nominating Committee nominates two people for each election for Second Vice President or Regional Vice President and at least one-and-one-half people for every at-large Board member to be elected.

The Board considers for approval each individual nominee.

If they so desire, members of the Board nominate additional candidates from the floor, providing they have the nominee's consent to run and a two-page vita or a brief biographical statement.

All candidates approved by the Board will be presented to the membership. The ballot indicates clearly how many candidates each member may vote for.

The Executive Director ensures all relevant information about the candidates is posted on the website and mailed/emailed to all members. Members may vote electronically or return ballots by mail, email, or fax.

Breaking a Tie

The Board of Directors decides any tie vote by a mail, email, fax, or telephone ballot (bylaw 1.4.8).

Dissemination of Results

The Executive Director notifies candidates and publishes the results of the election.

Resignations from the Board of Directors

The Board considers that board members who miss two annual meetings have resigned.

Any Board member who can no longer serve so indicates by submitting a resignation to the President (bylaw 2.71).

Resignations from the Executive Committee

Upon majority vote of the Executive Committee, the Committee considers that any Executive Committee member whose absence or disability prevents carrying out his or her duties has resigned.

Notification of Nominating Committee

When a vacancy is created by a resignation, the Executive Director notifies the chair of the Nominating Committee so that the Committee is able to begin the work of nominating candidates to fill any vacancy.

Terms of Persons Filling Vacancies Created by Resignations

A Regional Vice President elected to fill a vacancy resulting from resignation will serve a four-year term regardless of the amount of time remaining on the previous person's term. A replacement Director at Large will serve until the end of the next annual convention.

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©2002 Association for Business Communication
Dr. Betty S. Johnson Executive Director Association for Business Communication PO Box 6143, Nacogdoches, Texas 75962-0001, Telephone: 936-468-6280 Fax: 936-468-6281 Email:abcjohnson@sfasu.edu