Board of Directors Responsibilities


Board of Directors Responsibilities


Authority and Responsibility

The Board of Directors is the legal authority for the IIBA Oklahoma City Chapter.  As a member of the Board, a Director acts in a position of trust for the organization and is responsible for the effective governance of the organization.
Requirements of Board membership include: 
1.      Commitment to the work of the IIBA
2.      Knowledge and skills in one or more areas of Board governance: policy, finance, programs, personnel, and advocacy
3.      Willingness to serve on committees
4.      Attendance at Board meetings
5.      Attendance at meetings of assigned committees
6.      Attendance at the Annual General Meetings
7.      Attendance at membership meetings
8.      Support of special events
9.      Support of, and participation in, special events
10.    Financial support of the IIBA 



Directors are elected by the membership at the Annual General Meeting.  Directors serve for a two-year term.  Directors may be released at the end of the elected term by resigning, or according to the IIBA Oklahoma City Chapter bylaws. 

The President shall be limited to one consecutive term with no term limits for other elected officer positions. Elections will be staggered so that approximately half of the officer(s) are elected each year to provide continuity.  The following chart illustrates the election rotation with the column representing the year of election:

Odd Year Elections  Even Year Elections
 President  VP Administration
 VP Finance  VP Member Services
 VP Professional Development  VP Marketing & Communications


General Duties

A Director is fully informed on organizational matters, and participates in the Board’s deliberations and decisions in matters of policy, finance, programs, personnel and advocacy. 

The Director must: 
1.      Approve, where appropriate, policy and other recommendations received from the Board or its standing committees
2.      Monitor all Board policies
3.      Review the bylaws and policy manual, and recommend bylaw changes to the membership
4.      Review the Board’s structure, approve changes and prepare necessary bylaw amendments
5.      Participate in the development of the IIBA Oklahoma City Chapter’s organizational plans and annual review
6.      Approve the IIBA Oklahoma City Chapter’s budget
7.      Support and participate in evaluating Director performance
8.      Assist in developing and maintaining positive relations among the Board, committees and the community to enhance the IIBA Oklahoma City Chapter’s mission 
Board of Directors Responsibilities (Bylaw 7 of the IIBA OKC Chapter Bylaws)
Section 1: The Chapter shall be governed by the Board of Directors.  The Board shall be responsible for carrying out the purposes and objectives of the Chapter.  
Section 2: The Board shall consist of the officers of the Chapter elected by the membership plus the past President.  All Officers shall be members in good standing of IIBA and of the Chapter. 
Section 3: The Board shall exercise all powers of the Chapter, except as specifically prohibited by these Bylaws, the IIBA Bylaws and policies, and the laws of the jurisdiction in which the organization is incorporated/registered.  The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these Bylaws and IIBA Bylaws and policies, and to exercise authority over all Chapter business and funds. 
Section 4: The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the Board Secretary.  A quorum shall consist of no less than one-half of the membership of the Board at any given time.  Each member shall be entitled to one (1) vote and may take part and vote in person only.  At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means.  Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. 
Section 5: The Board may declare an officer position to be vacant where an officer ceases to be a member in good standing of IIBA or of the Chapter by reason of non-payment of dues, or where the officer fails to attend three (3) consecutive Board meetings. An officer may resign by submitting written notice to the President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of the written notice. 
Section 6: An officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board. 
Section 7: If any officer position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position.  In the event the President is unable or unwilling to complete the current term of office, an Interim President will be appointed by the remaining Board members. This appointment shall be in effect for the remainder of that term. 
Section 8: If and when the board can convene a quorum the Board has the power to:
-         propose changes to bylaws (See Bylaw 11)
-         amend objectives- commit the local chapter to contractual arrangements
-         exercise disciplinary action up to and including termination of any individual member for violation of a bylaw or an IIBA bylaw
Section 9: If the membership is dissatisfied with actions taken by the board, a petition signed by 60 percentage of the membership, can be submitted to the President and the issue(s) will be tabled at a special meeting of the members or the next scheduled member meeting, for action.