BOARD OF DIRECTORS

WHO?

Voting: President (The CAHPERD President will serve as “Chair” of the Board of Directors), Past President, President-Elect, 6 Directors (Elected for 3 year staggered terms. Term limits apply: cannot serve more than 2 consecutive terms.) Quorum = 5
Non-voting: Executive Director, Treasurer, Parliamentarian and Chair of the Foundation

WHAT?

Supervise and direct the affairs of the Association, subject to the limitations and restrictions provided by the Bylaws and Constitution.
Appoint and remove the Executive Director of the Association, approve a contract of employment, and adopt policies that prescribe duties, compensation, working conditions, and benefits of support staff.
Approve the financial polices and annual operating budget, supervise receipts and expenditures and insure proper procedures for the safekeeping and accounting of all funds of the Association.
Approve funding for projects submitted by the Cabinet.
Approve the chairs and other persons of the standing and ad hoc committees as appointed by the President and designate to whom they shall report.
Provide for the maintenance of a complete record of the meetings of the Councils, Cabinet, and Board of Directors for the maintenance of membership records, and for the preparation of annual reports, finances and activities.
Determine policies governing the administrative services and publications.
Establish new geographical boundaries and/or modify existing ones.
Approve or revoke charters for local entities and for future professional (student) units of the Association.
Approve the liaison relationship of statewide or national organizations or agencies with the Association.
Submit a copy of all action items of the Board of Directors to members of the Association in each publication that follows a meeting.
Exercise and perform such other duties as may be prescribed elsewhere in the Bylaws.

WHEN?

Meets a minimum of three times a year (this does not preclude conference calls and e-mail communication)

COMPARISON WITH THE CURRENT STRUCTURE:

The primary differences are as follows:

The proposed BOD is smaller (fewer voting members). The current structure has 18 voting members and the proposed structure has 9.

Rationale: The proposal makes the numbers small enough so the BOD can function effectively and efficiently, yet large enough to represent the general membership. In the current structure, the BOD is composed of some leaders who represent their disciplines and have major responsibilities beyond governance (e.g. conference planning, writing, journal articles, awards) that are too much for a volunteer who is working full time to manage alone. In the proposed structure, the BOD provides an opportunity for those who want to be involved in governing. Any member may serve on the BOD, if elected, and governance becomes their primary responsibility.

The proposed BOD must be more responsive to the needs and interests of the membership because they cannot approve an annual budget before considering a prioritized list of projects sent forth by the Cabinet.

FREQUENTLY ASKED QUESTIONS:

Question: How will a balance of power in the Board of Directors be maintained?

Answer: All members of the Board of Directors must be elected by the membership of the Association. If the members feel that one district or one discipline is over-represented to the extent that a bias is evident, they will need to exercise their right to vote and vote to reduce the imbalance. Members with leadership potential or experience will be best suited for the BOD. Geography and discipline should not be an issue. If either becomes an issue, stricter qualifications and guidelines can be developed.

Question: Term limits - Can someone serve 2 consecutive terms, miss a term, then serve 2 more consecutive terms?

Answer: YES – as long as there is a break in service. (This will be re-evaluated if it becomes problematic.). A Director may not serve more than 2 consecutive terms without a break in service. The President’s terms are up after their three year cycle.

Question: How do you stagger the terms for Directors when the new structure starts, since they would all be elected at the same time?

Answer: Draw straws or self-select.