Thank you for expressing interest in serving on IDSA's Board of Directors. This guide provides an overview of the role, expectations and obligations of Board Members.
Overview
Serving is a Privilege
Thank you for your interest in learning more about serving on IDSA’s Board of Directors. Serving on the Board is a privilege and a distinct honor. There are many reasons why people decide to volunteer their time, talents and resources to an organization. Whatever yours may be, our hope is that you find it to be a uniquely challenging, yet thoroughly rewarding experience.
Purpose of the Board of Directors
Purpose of the Board of Directors IDSA’s Board of Directors is composed of 9 elected individuals who help lead the organization by establishing and furthering our strategic initiatives. This is done in close collaboration with IDSA’s Executive Director and IDSA’s full-time staff.
As described in IDSA’s Bylaws, Article VI:
The Board of Directors shall direct the affairs of the Society, determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its purposes and approve the annual budget of the Society. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board shall also prepare rules for the orderly conduct and procedure of business meetings of the Society’s membership, which rules shall not conflict with the provisions of these Bylaws.
And while the information in this document fills in missing information not required in our governing documents, we have taken great care to ensure nothing here violates or conflicts with these documents. Should any discrepancy exist between this document and the Bylaws, the Bylaws shall control.
Our Commitment to You
It’s through our commitment to you, that we developed this document. We hope you find it goes beyond the legalese of our Articles of Incorporation and Bylaws to outline everything you need to know from the time you express interest in serving through the time your term begins.
Serving on the Board of Directors
Regular Meetings
The Board of Directors meets several times a year, both in person and virtually. Expect full day, in-person meetings in January, May/June and in conjunction with the IDC. Virtual meetings are shorter and take place in November and December or as needed.
As a member of the Board, you are expected to be present in person or by telephone/ video conference to participate in discussions and vote on matters placed before the Board for action. A detailed package is provided in advance of each meeting with preparatory materials for the items for discussion. All Board members are expected to review this material and attend the meeting prepared to discuss the matters at hand.
After in-person Board meetings, you’ll often have time to kick-back and relax with fellow Board members.
(Members of the Executive Committee can expect additional, more frequent, calls throughout the year which serve to maintain an ongoing dialogue with the Executive Director and help provide guidance in between Board meetings).
Contribute Your Expertise
During discussions at Board meetings you will have the opportunity to represent your field of expertise and the perspective of your elected position. Each position on the Board of Directors serves a specific purpose, but decisions of the Board must always be made based on what is in the best interest of IDSA as a whole.
Attend major IDSA events
Members of the Board are encouraged to participate with their local chapters and community groups in furthering IDSA’s mission of education, community, information, and advocacy. Your physical presence is expected for the entire annual International Design Conference. Board members must purchase their own tickets to attend IDSA events.
Compensation
Board members serve in a volunteer capacity and do not earn salaries or receive stipends for their work. IDSA will pay for travel expenses related to in-person Board meetings and extend discounts to events (similar to those offered to other key volunteers of the society) when applicable and only in accordance with IDSA policies.
Ongoing Workload
The amount of time you’ll spend on IDSA activities depends largely on the position you hold. On average, you can expect to dedicate a few hours each week.
Transparency
IDSA values dialog and strives to uphold an open line of communication with its membership and the design community at large. We work carefully to plan communications with our membership in a structured, timely, and strategic way.
Fiduciary and Legal Duties
The law imposes upon members of our Board a fiduciary responsibility to conduct yourself in a manner that is at all times consistent with the best interests of IDSA and its membership. As a member of the Board, you hold a position of trust within the organization. In that role as a fiduciary, you are bound by the following continuing duties:
Duty of Diligence
To act with a level of due care and competence that is expected of a board member.
Duty of Obedience
To perform in accordance with applicable statutes, IDSA’s Articles of Incorporation, Bylaws, and other Board enacted policies.
Duty of Loyalty
To be faithful to the organization, its mission and its members; avoiding any conflict of interests.
IDSA has enacted a Conflict of Interest policy which is distributed to each new Board member. The policy explains what is deemed a conflict of interest and how and when to report a real or perceived conflict. Each year Board members are expected to sign a Conflict of Interest updated disclosure form. It is important that each member of the Board avoid situations that present a conflict of interest or even the reasonable perception of a conflict of interest. It remains the ongoing duty of each Board member to promptly disclose what he or she believes is or may be a conflict of interest.
Confidentiality
Members of the Board of Directors are reminded that Board matters (e.g., meetings, pre-meeting materials, discussions, and strategic initiatives) are often extremely sensitive in nature. While IDSA values transparency between its members and the design community, Board matters should be treated as strictly confidential until such time as the Board as a whole makes a determination that such matters or materials are appropriate to share. This includes financial and other details concerning the organization: its donors, staff, clients or membership.