Part 1 – GOVERNANCE

 

SECTION:  Governing Body

 

POL 1-001

Duties and responsibilities – Board of Directors

 

Effective date: May 1, 2010

Approval date: February 19, 2010

Last revised: February 19, 2010

Cancelled date: 

Reference: Bylaw VII, Sec. 1 & 5

BD 11/1989, 03/1994, 10/1997, 03/1998, 12/2002

Cross reference:

 

POLICY

 

The Board of Directors governs ARMA International.  The Board of Directors exercises corporate powers and controls the business affairs of the Association.  The Officers, the ten Elected Directors and the two Outside Directors are voting members of the Board of Directors of ARMA International.

 

GUIDING PRINCIPLES

 

1.   The composition and powers of the Board are defined in the Association Bylaws, as referenced above.

 

2.   Board Members are expected to:

(a)          Govern with outward vision and strategic leadership, rather than a focus on administrative detail

(b)          Participate in dialogue and discussion relating to the strategic focus of the Association and be part of the strategic planning process

(c)           Encourage diversity in viewpoints without preventing the expression of opinions

(d)          Support board-approved decisions

(e)          Actively support the growth and initiatives of the records and information management profession

 

3.   The Board cultivates a sense of group responsibility.  The Board, not the staff, is responsible for excellence in governing.  The Board is to be the initiator of policy, not merely a reactor to staff initiatives.  The Board uses the expertise of individual members to enhance the ability of the Board as a body rather than to substitute individual judgments for the Board’s values.  The Board allows no officer, individual, or committee of the Board to hinder or be an excuse for not fulfilling Board commitments.

 

3.   The Board directs, controls, and inspires the Association through the careful establishment of broad written policies reflecting the Board’s values and perspectives about ends to be achieved and means to be avoided.  The Board’s major policy focus is on the intended long-term effects outside the Association, not on the administrative or programmatic means of attaining those effects.

 

4.   The Board enforces upon itself whatever discipline is needed to govern with excellence.  Discipline applies to matters such as attendance, preparation, policy-making principles, respect of roles, and ensuring continuance of governance capability.  Continual Board development includes orientation of new Board Members in the Board’s governance process and periodic board discussion of process improvement.

 

5.   The Board monitors, reviews and discusses the Board’s process and performance at each spring board meeting.

 

6.   The Board focuses on outcomes and maintains the clear distinction between Board and Executive Director roles. The Board provides direction to the Executive Director, who then directs the staff of ARMA International to implement and manage the affairs and business of the Association.

 

7.   The Board has a fiduciary obligation to the members of the Association.  This is a position of trust, which requires that Board members always act in the best interests of the membership and the profession, and not in the best interest of the Board, individual members of the Board, or the individual Board member’s employer. 

 

8.   The Board uses discretion and good judgment in the use and expenditure of all Association funds and resources. 

 

 

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Questions about previous Policies & Procedures? Contact Connie Hardy, Corporate Secretary.