Board Member Responsibilities
A Board of Directors of any group has four primary responsibilities:
- Organizational Governance
- Assurance of Executive Performance
- Board Governance
- Linkage with the Membership
These four functions are elaborated below, and specific manifestations related to EDUCAUSE are elaborated under each section. The purpose of this document is to attempt to clarify philosophical and operational expectations for current and prospective members of the Board of Directors of EDUCAUSE.
The Board must create, and modify when appropriate, the written governing policies of the association. These policies include the definition of goals, the definition of executive limitations and responsibilities, financial planning, asset protection, an appropriate code of conduct, Board operations and performance.
- The Board is responsible for setting the strategic directions of EDUCAUSE. The Board, in conjunction with the EDUCAUSE executive staff, define the directions, programs, services and outreach efforts of the association. The Board has responsibility for approving the annual Program Plan and the associated budget, which defines the EDUCAUSE programs and initiatives for each fiscal (calendar) year. The budget which is approved will include a merit pool for staff salary increases.
- The entire Board will review and approve any and all actions of the Executive Committee of the Board, which is empowered to act between Board meetings, and under circumstances when a full Board meeting is not possible.
- Board members of EDUCAUSE have the ultimate fiduciary responsibility for the association, and are responsible for assuring that the association is fiscally sound and operated within procedures and policies that are sound, prudent and ethical.
- The Board has responsibility for determining member dues for the association.
- The Board must approve all expenditures and contracts in excess of $50,000.
ASSURANCE OF EXECUTIVE PERFORMANCE
The Board does not do the work of the association, but it must assure that this work is done. The work of the association is carried out through delegation to the Chief Executive Officer. The performance of the association is monitored by the Board with internal and external reports, and through the ongoing performance appraisal of the CEO.
- The Board has responsibility for the selection and termination of the President and Chief Executive Officer of EDUCAUSE. The Board shall annually review and evaluate the performance of the President, provide written and oral feedback to the incumbent in this position, and set his or her annual salary. The President serves at the pleasure of the Board.
- The Board has ultimate responsibility for the association, but it is important that all Board members recognize that management is the responsibility of the staff of the association. The Board's primary roles are to define policy and to set direction for the association.
The Board creates the policies and procedures for the governance of the Board. The Board takes the necessary steps to ensure that the members of the Board are knowledgeable about the association, including its culture and norms, the profession, the higher education enterprise which it serves, and the roles, responsibilities and performance of the Board. The Board nurtures the development of Board members as a cohesive working group, and regularly monitors its performance as a Board.
- It is incumbent on each Board member to express his or her individual viewpoint in any and all discussions. However, once the Board collectively arrives at a position, it is expected and appropriate that all Board members publicly express their assent and support for the decisions of the Board.
- Board members are not expected, nor will they be asked to participate in fund raising, dues solicitations, etc. On some occasions, as a part of the entire Board, a member may be asked to sign a Board letter of support for a grant application, but no active solicitation of any kind of philanthropy is involved in this role.
- A board member of EDUCAUSE is expected to attend all Board meetings. Normally, there are four Board meetings annually: one in late January (associated with the ELI meetings), one in May (associated with the Policy Conference), one in August (at the EDUCAUSE office in Boulder, CO), and one in October or early November (associated with the annual meetings of EDUCAUSE). While it is understood that other commitments will occasionally preclude attendance, failure to attend three consecutive meetings, or 50% of the meetings over a two year period shall constitute cause for removal from the Board.
- All Board members are expected to have read the Board Agenda Book, and all supporting materials prior to each Board meeting, in order to maximize the quality of the discussion, and to reduce the length of Board meetings as much as possible.
LINKAGE WITH THE MEMBERSHIP
The Board must develop and maintain healthy relationships with the membership, and, through linkages, help the association keep in touch with current issues and set strategic directions.
- All Board members should clearly understand that their role is to act in the broad best interest of the EDUCAUSE membership, supporting directions that serve all members and types of institutions. Board members should not act in a limited or representative role reflective of a given constituency with which they are or have been affiliated.
- It is expected that all Board members will act as emissaries for EDUCAUSE, helping the association make connections with various constituencies that a given Board member may have special connections, and occasionally represent the association in making presentations, etc.