Section 1.1: Board of Directors
I. Fiduciary Responsibilities
A. Duty of Care - Board members must make informed and well-reasoned decisions in the best interest of ASSP. To meet this expectation, board members must actively participate in meetings, review relevant materials, seek expert advice when necessary and exercise due diligence in overseeing the organization’s operations and financial health.
B. Duty of Loyalty - Board members must prioritize the interests of the organization above any personal or financial interests. Board members should avoid conflicts of interest, disclose any potential conflicts and refrain from using their position for personal gain. All decisions should be made in good faith to benefit the organization and its stakeholders.
C. Duty of Obedience - Board members must ensure that the organization complies with its mission, bylaws, policies and applicable laws and regulations. Board members should act within their authority, uphold the organization’s purpose and ensure that its resources are used appropriately to advance its goals.
II. Roles and Responsibilities
As the highest leadership body of the organization and to satisfy its fiduciary duties noted above, the Board of Directors is responsible for providing strategic direction, overseeing policies and ensuring that the organization fulfills its mission in alignment with its values and legal obligations. Board members also serve as ambassadors and stewards – supporting governance and accountability.
A. Key Responsibilities of the Board of Directors
In addition to the roles and duties outlined in the bylaws, the Board of Directors are accountable for the following duties:
- Set the strategic direction for the organization
- Determine the organization’s mission and vision
- Establish organizational values
- Align operational plans with strategic plans
- Measure progress against strategic plan
- Ensure necessary resources
- Ensure adequate financial resources
- Enhance the organization’s public image
- Hire capable executive leadership
- Provide oversight
- Oversee financial management in conjunction with the Finance Committee
- Minimize exposure to risk
- Provide legal and fiduciary oversight
- Assess its own performance as the governing body of the organization
- Evaluate the CEO
B. Individual Board Member Expectations
- Know the organization’s mission, policies, programs and needs
- Read and understand the organization’s financial statements
- Serve as advocates and ambassadors for the organization and fully engage in identifying and securing the financial resources and partnerships, as directed, necessary for the organization to advance its mission
- Leverage connections, networks and resources, as directed, to develop collective action to fully achieve the organization’s mission
- For each board meeting, the member shall
- Thoroughly review the prepared materials in advance of the meeting
- Block the meeting time on his/her/their calendars to ensure attendance at all meetings
- Actively and conscientiously participate
- Follow the organization’s bylaws, society operating guidelines, policies and board resolutions
- Understands the staff role is to implement programs and services based on the strategic direction that has been set.
- Sign an annual conflict-of-interest disclosure and update it throughout the year as needed. Potential conflicts should be disclosed prior to committing themselves to an activity so that the Board can vote to confirm if a conflict exists. Also. Board members must disclose potential conflicts before meetings and actual conflicts during meetings.
- Maintain confidentiality about all internal matters of the organization
C. Time Commitment and Meeting Expectations
- Term of office: 3 years, July 1 – June 30
- Average hours per month: 20, including Two 2-day in-person board meetings, 2 virtual board meetings, 4-6 Executive Committee meetings and attendance at ROC, PDC and Leadership Development activities.
- Society funded travel to budgeted in-person Board business, which may include:
- ASSP’s annual Professional Development Conference
- ASSP’s in person Leadership Development Conference
- In person Board meetings
- Regional Operation Committee meeting(s) (if designated)
- Other approved ASSP or Industry events
III. Criteria for Candidates of ASSP Office
In addition to the Board level competencies identified by the Nominations and Elections Committee each year, Board members should also exhibit the characteristics and qualifications outlined in SOG 6.8 Criteria for Candidates for ASSP Office.
Approved By | Date: Board of Directors | 1/2026
Replaces Edition Dated: 1/2023
Next Revision Due: 1/2029