030 BOARD OF DIRECTORS

030-001        Members of the Board

Overview of Duties

The Board of Directors determines and implements Association policies. Each member of the Board of Directors:

1. Becomes fully informed on key areas of activity of the Association.

2. Provides guidance and direction to the Executive Committee and Executive Director on achieving the objectives of the Association.

3. Acts at all times in what the member believes to be the best interests of the Association.

4. Acts to preserve the assets of the Association.

5. Promotes the purposes for which the Association was formed.

6. Recommends nominees for Association offices to the chair of the Nominating Committee and recommends possible program reviewers to the program chairs of annual conferences and regional conferences.

Responsibilities

Refer to Bylaws 1.1.4, 1.3.2, 1.4.6, 3.2.1 and 3.7.2.

Evaluation of the Association

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

1. Receives and reviews reports at the meeting held at the annual conference, including:

• Financial performance report
• Auditor’s report (when appropriate, typically every three years)
• Committee reports
• Regional Vice Presidents’ reports
• Editors’ reports.

2. Is polled on extraordinary actions required between meetings of the Board.

Board Meetings

Refer to Bylaws 1.1.3 and 1.1.10.  Members who are not able to physically attend the annual meeting should participate by conference call or video/web conference. Board members may not send substitutes to represent them.

Extraordinary Actions

The Board empowers the Executive Committee to carry out the business of the Association within certain guidelines (see 050-001 Empowerment of Executive Committee, Business between Meetings). The Executive Committee refers any extraordinary items to the Board

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 Vice President, in conjunction with items 010-001 of the Operational Guidelines.

Recommendations for Courses of Action

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

Incoming Board Members

At least 90 days prior to the annual conference, the Vice President and the Executive Director collaborate to invite incoming Board members to observe the Board meeting at the annual conference before they take office. The Executive Director sends them the packet of materials distributed to Board members and/or makes online links available to the documents.

Term Limits

Members of the Board of Directors shall serve up to two consecutive four-year terms with the possibility of reelection after being off the Board of Directors for four years.

 

030-002        Regional Vice Presidents

Overview of Duties

Refer to Board of Directors (030-001) and Bylaws 2.2.4, 2.5 and 3.2.2.

Term Limits

Refer to Bylaws 1.3.4, 1.3.5 and 1.4.10.

RVP Incentive Award

Regional Vice Presidents may apply for the RVP Incentive Award in order to fulfill these duties as well as request up to $750 for travel to their Region’s Regional Conference and up to $750 for travel to the Board meeting at the annual conference.  RVPs living outside of the United States, or RVPs on different continents other than the conference location, in any given year, may request an adjustment for travel. When the annual conference is held in North America, RVPs from North America may be reimbursed up to $750 for travel and RVPs from outside of North America may be reimbursed up to $1,250 for travel. In years when the annual conference is held outside of North America, all RVPs may be reimbursed up to $1,250 for travel.

Regional Conferences

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 the Conference on College Composition and Communication (CCCC) and the National Business Education Association (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. Program chairs follow the practices and policies in the Guidelines for ABC Program Chairs.

Publicity. As soon as the information is available, each Regional Vice President notifies the Executive Director of the location, date, and contact information of the general chair and program chair of the regional conference. Regional Vice Presidents are encouraged to work with program chairs and the Executive Director to publicize regional conferences to all members well before deadlines for proposal/ paper submission. The program chair for each regional conference distributes information to the Board, members in the region, and others from inside and outside the region who might attend the conference.

Financial Matters. While the Board does not require regional conferences to make a profit, expenses should be minimized and income maximized as much as possible. Advertising from authors and publishers, a surcharge for nonmembers, and a discount for early registrants are part of good financial management. If necessary, regional conference organizers obtain advances from the Executive Director to cover organizing expenses. Regional Vice Presidents, working with the regional program chairs, provide the Executive Director with a financial report within 30 days after the regional conference.

Award Nominees and Potential Committee Members

Regional Vice Presidents send names of potential nominees for the Board of Directors and awards to the chair of the Nominating Committee. Regional Vice Presidents send the names of potential committee members to the Vice President. All submissions are due by April 1 each year.

Regional Ambassadors

Regional Vice Presidents may work with Ambassadors (to encourage membership in certain parts of the region). Ambassadors may apply for up to $750 to travel to the Region’s regional conference. Ambassadors are appointed by the Board at the request of the RVP. Appointments are for two years and can be renewed.

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 Vice President:

1. A status report to the Executive Committee is due April 1 each year.
2. A financial report of the regional conference is due 30 days after that conference.
3. An annual report to the Executive Board is due September 1 before the Board meeting at the Annual Conference for inclusion in the packet to Board members.

Meetings

Board Meeting. As officers of the organization and members of the Board of Directors, the Regional Vice Presidents are invited to participate in the Board meetings. RVPs who are not able to attend the meeting at the Annual Conference in person must inform the Executive Director and plan to participate by conference call or video/web conference. RVPs may not send substitutes as representatives.

Regional Vice Presidents’ Meeting. Four times a year the Regional Vice Presidents meet with the Vice President to coordinate regional activities, discuss membership, and promote the interests of the Association. RVPs not able to attend the in-person meeting at the Annual Conference must inform the Vice President and plan to participate by conference call or video/web conference. Incoming RVPs who will begin their terms on January 1 after the conference are invited to participate in the RVP meeting at the Annual Conference to help with their transition to their new position.

Regional Meetings. During the annual conference, regional meetings are arranged as part of the conference schedule. Regional Vice Presidents lead these meetings to share information with their regional members and elicit their input about regional activities and other issues related to the organization. RVPs not able to attend must inform the Executive Director and plan to participate by conference call or video/web conference.

030-003        Executive Committee

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. The Executive Committee provides leadership and direction for the Association.

Responsibilities

Refer to Bylaws 2.8 and 3.3.4).

Executive Committee Meetings

Refer to Bylaw 2.5.2.

Annual Conference

The Executive Committee chooses the program chair(s) and local arrangements chair(s), if any, for annual conferences.

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.

 

030-004        Immediate Past President

Overview of Duties

In addition to the duties as a member of the Board of Directors (030-001) and as a member of the Executive Committee (030-003), the Immediate Past President chairs the Nominating Committee. At Board and Executive Committee meetings, the Immediate Past President or designee takes minutes of the meeting and has the responsibility to notify affected individuals of actions taken by the Board.

The Immediate Past President, in coordination with the President, will conduct an annual performance review of the Executive Director (ED).  Newly appointed EDs will be reviewed every year for the first two years, and then every two years afterwards in a manner mutually convenient for all three persons; an exception to this policy would occur if the ED, the Executive Committee, or the Board request an annual review. They will report their evaluation along with any recommendations to the Board of Directors during the meeting at the Annual Conference.

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 “Immediate Past President,” serves as a member of the Board of Directors and of the Executive Committee and fulfills the normal responsibilities of the Immediate Past President.

 

030-005        President

Overview of Duties

The President is the Chief Executive Officer of the Association. Refer to Board of Directors (030-001), Executive Committee (030-003) and Bylaws 2.2.1, 2.5.3, 2.6.3, 3.3.1, 3.3.4, 3.7.3 and 4.3.1.

The President consults with the Executive Director and annual conference program chair(s) as outlined in the Guidelines for ABC Program Chairs.

Oversight

Each term, the President will charge the Vice President with review of the Bylaws. The charge will include recommending any necessary changes, as specified by 030-007 in the Operational Guidelines.

The President, in coordination with the Immediate Past President, will conduct an annual performance review of the Executive Director in a manner mutually convenient for all three persons. They will report their evaluation along with any recommendations to the Board of Directors during the Board meeting at the Annual Conference.

Agenda for Executive Committee and Board Meetings

The President prepares the agenda for all meetings of the Executive Committee and Board meetings.

The President circulates a draft agenda to all members of the Executive Committee and Board requesting that they add agenda items, if required, and 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.

 

030-006        Vice President

Overview of Duties

Refer to Board of Directors (030-001), Executive Committee (030-003) and Bylaws 2.7.1, 3.3.1, 3.3.2, 3.3.3 and 3.3.5.

In addition, the Vice President maintains and updates a record of committee assignments to help track ABC member participation in committee activities.

Oversight of Interest Groups

The Vice President initiates interest groups by either (a) designating a member as a coordinator of an interest group and asking the member to convene a group or (b) granting recognition to an interest group that applies for recognition. By April 1 and within 30 days after the annual conference concludes, the Vice President receives status reports from Interest Group coordinators and determines whether the interest groups meet the criteria for continued recognition or should be dissolved.

Operational Guidelines Revisions

The Vice President works with the OG and Bylaw Committee to review and update the Operational Guidelines and Bylaws and recommend changes when necessary. At least 60 days before the meeting at the Annual Conference, the Vice President invites Board members to propose any changes they deem 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. These sections are shaped by the Vice President in response to advice from the Board and the Executive Committee and to the Association’s needs.

Letter to Outgoing Chairs

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

Meeting with Regional Vice Presidents

The Vice President meets quarterly with the Regional Vice Presidents, one of which will be at the annual conference, to provide guidance and support, as necessary.

Invitation to Incoming Board Members

At least 90 days prior to the annual conference, the Vice President and the Executive Director collaborate to invite incoming Board members to observe the Board meeting at the annual conference immediately before they take office.

 

030-007        Executive Director

Overview of Duties

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.

Procedure for Appointment and Reappointment

If the Executive Director chooses to resign from the position or if the Executive Director’s performance is found to be less than satisfactory, the President will appoint a task force that will review the recommendations from the previous three years’ reports as they complete the following tasks:

1. Review the Executive Director’s job description for continued appropriateness.

2. Produce a list of qualifications for the position.

3. Prepare a position announcement.

4. Submit its report to the Executive Committee within 90 days.

The President will:

1. Establish a search committee.

2. Formally announce the search and publish the position announcement.

Candidates must be available for interviews by the search committee; finalists will be interviewed by the Executive Committee. The Executive Committee will present acceptable candidates to the Board of Directors, who will select the Executive Director by majority vote.

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, refer to Bylaws 1.1.9, 1.2.1.5, 1.4.1, 2.4.1, 2.4.2, 2.4.3, 2.4.4, 2.4.6, 3.2.2, 3.4, 3.5.2, 3.7.1 and 3.7.3.

Additional Duties

The Executive Director also:

1. Informs award sponsors of the names of the recipients of the awards.

2. Maintains a current copy of the Bylaws and Operational Guidelines, incorporating any changes approved by the membership or the Board, respectively.

3. Has access to digital data and takes measures for maintaining the security of ABC data.

4. Makes online links available to materials for the Board meetings to current and incoming Board members.

5. Notifies the Nominating Committee of any resignations of officers or Board members.

6. Provides a compilation report of the Association’s financial status to the Executive Committee, to the Finance Committee and to the Board of Directors at the Annual Conference meeting.

7. Works with the Executive Committee to propose sites for the annual conference for Board approval; identifies suitable hotel locations for the selected sites.

8. Serves as the General Chair of the annual conference (060-001).

9. Maintains the archives of the organization.

Duties Regarding an Executive Direction Transition

When there is a change of Executive Directors, the outgoing Executive Director works with the Executive Committee to ensure that an orderly transition to the incoming Executive Director occurs. Such a transition includes:

1. Ensuring that all records relating to ABC financial, membership and tax are on a shared drive co-owned by the ED and the president. Upon transition of ED, any additional documents that are not on the shared drive are transferred within 30 days for the past two and current calendar years.

2. Forwarding all mail upon receipt and working with the U.S. Post Office to transition all mail.

3. Assisting with change of name on all accounts.

4. Coordinating for shipment of ABC archives (all data older than three calendar years).

5. Providing a file with all relevant data for prior conference planning and records of all minutes.

6. Providing a list of all steps involved in planning for annual conference.

 

030-008        Elections

Procedure for Elections

The Nominating Committee nominates at least two people for each election for Vice President, at least two people for each Regional Vice President whose term is expiring, and at least two people for every Director at large member to be elected. The Nominating Committee interviews all candidates for all elected officers (Vice President, RVPs, and Directors-at-Large) before they are added to the slate. In nominating Directors at Large the Nominating Committee considers specific ABC leadership needs, including the chairing of Committees.

The Board considers for approval each individual nominee. A single nominee cannot run for two positions simultaneously nor serve in two concurrent positions with terms that overlap.

Members of the Board may 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 emailed to all members. Members vote electronically.

Breaking a Tie

The Board of Directors decides any tie vote by additional ballot (Bylaw 1.4.8).

Dissemination of Results

The Executive Director notifies candidates and publishes the results of the election (030-007).

 

030-009        Resignations

Resignations from the Board of Directors

Refer to Bylaws 2.6 and 2.6.1.

Resignations from the Executive Committee

Upon a 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.

Inability to serve before Taking Office: Vice President

Should a winning candidate for the office of Vice President, before taking office, be unable to serve—whether because of resignation, death, or other inability—the Executive Committee shall appoint the candidate receiving the second largest number of votes to serve for the full term. If none of the candidates is able to serve, a special election shall be held to elect a new Vice President.

Filling Vacancies Created by Inability to Serve

If a Regional Vice President is unable to serve, a new Regional Vice President will be elected as soon as possible and will serve a four-year term regardless of the amount of time remaining on the previous person’s term. If a Director-at-Large is unable to serve, the procedure for electing a replacement will be started at the Board meeting at the Annual Conference; the Director-at-Large will serve a four-year term regardless of the amount of time remaining on the previous person’s term.