Board Mem­ber Descriptions:

Mem­ber, Board of Directors

Pur­pose
A mem­ber of the Board of Direc­tors is respon­si­ble for ensur­ing that that the Soci­ety ful­fills its mis­sion by plan­ning for the future, mon­i­tor­ing cur­rent oper­a­tions, and eval­u­at­ing the orga­ni­za­tion. A board mem­ber must ful­fill the fidu­cia­ry respon­si­bil­i­ties of the board of direc­tors, mak­ing cor­po­rate deci­sions that pro­tect the pub­lic interest.

Key Respon­si­bil­i­ties
Advance the mis­sion of the Society
— Active­ly pro­mote the mis­sion of ORGANIZATION, con­tribut­ing ideas and expertise.
— Keep up-to-date on devel­op­ments in the organization’s field.
— Be informed about the organization’s mis­sion, ser­vices, poli­cies, and pro­grams; inform oth­ers about the orga­ni­za­tion, and work to enhance the orga­ni­za­tion’s pub­lic image.

Select the Exec­u­tive Direc­tor through an appro­pri­ate process
— Pro­vide ongo­ing sup­port and guid­ance for the exec­u­tive staff.
— Annu­al­ly review performance.

Ensure effec­tive orga­ni­za­tion­al planning
— Deter­mine and mon­i­tor the organization’s pro­grams and services.
— Par­tic­i­pate in the devel­op­ment of a strate­gic plan to accom­plish the mis­sion, over­see its imple­men­ta­tion and eval­u­ate its success.

Active­ly par­tic­i­pate in all board activities
— Attend in per­son or by phone quar­ter­ly board meetings.
— Review agen­da and sup­port­ing mate­ri­als pri­or to board and com­mit­tee meetings.
— Serve on a com­mit­tee and peri­od­i­cal­ly take on spe­cial assignments.
— Sug­gest nom­i­nees to the board who can make sig­nif­i­cant con­tri­bu­tions to the work of the board and to the organization.
— Assess the board’s performance.

Ensure ade­quate resources
— Man­age resources effectively.
— Car­ry out the fidu­cia­ry respon­si­bil­i­ties of the board, such as review­ing the organization’s annu­al finan­cial state­ments, select­ing an audi­tor and receiv­ing the auditor’s report.
Fol­low con­flict-of-inter­est and con­fi­den­tial­i­ty policies.

Elect­ed by
The mem­ber­ship at the annu­al meeting

Term Length
Three-year terms, with the pos­si­bil­i­ty of two terms, after which time a one-year hia­tus before pos­si­ble reelec­tion to the board

Time com­mit­ment
Month­ly meet­ings for the Exec­u­tive Board, quar­ter­ly for oth­er Board mem­bers; addi­tion­al time required for com­mit­tee work and oth­er board commitments.

Reports to
Board President

Executive Board Responsibilities

Pres­i­dent
Assure that the Board ful­fills its respon­si­bil­i­ties to the organization.

Bylaws Descrip­tion:
Arti­cle IV, Sec­tion G. The Pres­i­dent shall have exec­u­tive super­vi­sion over the activ­i­ties of the Soci­ety with­in the scope pro­vid­ed by these by-laws, shall pre­side at all meet­ings and report annu­al­ly on the activ­i­ties of the Soci­ety. The Pres­i­dent shall appoint the chair­man of stand­ing com­mit­tees, with the excep­tion of the Old North Church Com­mit­tee, as well as any spe­cial com­mit­tees. In con­junc­tion with the chair­man of a stand­ing com­mit­tee, the Pres­i­dent will des­ig­nate their pri­ma­ry respon­si­bil­i­ties with the approval of the Board of Direc­tors. He/she will active­ly work with the Exec­u­tive Board in devel­op­ment of pro­grams and agendas.

Respon­si­bil­i­ties:
• Chair meet­ings of the board and exec­u­tive committee.
• Call spe­cial meet­ings if necessary.
• Serve as ex offi­cio mem­ber of all committees.
• Work in part­ner­ship with the exec­u­tive direc­tor to achieve the mis­sion of the orga­ni­za­tion and make sure board res­o­lu­tions are car­ried out.
• Com­mu­ni­cate any con­cerns man­age­ment has regard to the role of the board or indi­vid­ual board mem­bers. Com­mu­ni­cate to exec­u­tive direc­tor the con­cerns of the board and oth­er constituencies.
• Appoint all com­mit­tee chairs and with the exec­u­tive direc­tor rec­om­mend who will serve on committees.
• Assist the exec­u­tive direc­tor in prepar­ing the agen­da for board meetings.
• Work with the staff to recruit board mem­bers and oth­er need­ed volunteers.
• Con­duct new board mem­ber orientations.
• Over­see search­es for the exec­u­tive direc­tor. Rec­om­mend salary for con­sid­er­a­tion by the appro­pri­ate committee.
• Coor­di­nate peri­od­ic board assess­ment with the staff.
• Peri­od­i­cal­ly con­sult with board mem­bers on their roles help­ing them assess their performance
• Annu­al­ly focus the board’s atten­tion on assess­ment of its own struc­ture, role, and rela­tion­ship to management.

Vice Pres­i­dent of the Board
Func­tion: Stand in for the chair if he/she is unavailable.

Bylaws descrip­tion:
Arti­cle IV, Sec­tion H. The Vice-pres­i­dent shall assume the duties of the Pres­i­dent in case of absence, inca­pac­i­ty or res­ig­na­tion of the Pres­i­dent. He/she will active­ly work with the Pres­i­dent in devel­op­ment of pro­grams and agen­das for annu­al and pub­lic meetings.

Respon­si­bil­i­ties
• Attend board meetings.
• Attend exec­u­tive com­mit­tee meetings.
• Car­ry out spe­cial assign­ments as request­ed by the board president.
• Under­stand the respon­si­bil­i­ties of the board pres­i­dent and be able to per­form these duties in his/her absence.

Sec­re­tary of the Board
Func­tion: Main­tain all board records and ensure their accu­ra­cy and safety.

Bylaws Descrip­tion:
Arti­cle IV, Sec­tion I. The Sec­re­tary shall keep the min­utes of the meet­ings of the Soci­ety and of the Exec­u­tive Board and receive and file min­utes of the stand­ing com­mit­tees and any spe­cial com­mit­tees of the Society.

Respon­si­bil­i­ties
• Attend board meetings.
• Attend exec­u­tive com­mit­tee meetings.
• Review board minutes.
• Assume respon­si­bil­i­ties of the chair in the absence of the board chair and vice chair.
• Pro­vide notice of board meet­ings and com­mit­tee meet­ings when such notice is required.

Trea­sur­er of the Board
Func­tion: Serve as finan­cial offi­cer of the organization.

Bylaws Descrip­tion:
Arti­cle IV, Sec­tion J. The Trea­sur­er shall be respon­si­ble for the safe­keep­ing of the funds of the Soci­ety and for main­tain­ing ade­quate finan­cial records. The Trea­sur­er shall work col­lab­o­ra­tive­ly with the Trea­sur­er of the Old North Church Com­mit­tee and des­ig­nat­ed indi­vid­u­als from the oth­er stand­ing com­mit­tees or spe­cial com­mit­tees in han­dling funds des­ig­nat­ed for their spe­cif­ic use and approved pur­pos­es. With the excep­tion of the Old North Church Com­mit­tee, the Trea­sur­er shall deposit all monies solicit­ed, unso­licit­ed and fund raised with a reli­able bank­ing com­pa­ny in the name of the Society.

Respon­si­bil­i­ties
• Attend board meetings.
• Attend exec­u­tive com­mit­tee meet­ings and chair the finance committee.
• Assure that the orga­ni­za­tion is fol­low­ing appro­pri­ate finan­cial poli­cies and that qual­i­fied staff or con­sul­tants per­form finan­cial func­tions. Under­stand reg­u­la­to­ry and legal require­ments for finan­cial account­ing and stan­dards of prac­tice for non­prof­it organizations.
• Assure that accu­rate finan­cial records for the orga­ni­za­tion are being kept
• Sub­ject to the direc­tion of the board, endorse for deposit notes, checks, and drafts received by the organization.
• As ordered by the board, dis­burse orga­ni­za­tion­al funds and issue checks and drafts in the name of the organization.
• Man­age, with the finance com­mit­tee, the board’s review of an action relat­ed to the board’s finan­cial responsibilities.
• Assist the exec­u­tive direc­tor in prepar­ing the annu­al bud­get and pre­sent­ing the bud­get to the board for approval.
• At spec­i­fied report­ing peri­ods, and upon request, pro­vide the pres­i­dent and the board with an account of trans­ac­tions by the trea­sur­er and of the finan­cial con­di­tion of the organization
• With the exec­u­tive direc­tor, select an inde­pen­dent audi­tor, review the annu­al audit, and answer board mem­bers’ ques­tions about the audit.