Board Governance Guidelines

Board of Directors Governance Guidelines

Kansas Professional Grant Association
November 13, 2014

The Kansas Professional Grant Association’s Board of Directors is nominated by the current board members and presented to the current association members for election.  The Board reviews the organization’s strategies, financial objectives and operating plans.  The Board also plans for management succession of Board member positions. 

To help discharge its responsibilities, the Kansas Professional Grant Association’s Board of Directors has adopted the following guidelines on significant governance issues.

Size, Composition, and Independence of the Board

1. Size of the Board

The Board periodically reviews the size of the Board and determines whether any changes are appropriate, the current sense of the Board is that twelve members will constitute a full board.  However, the Board would be willing to amend the size of the Board in order to accommodate the availability of an outstanding candidate.

2. Membership Qualifications and Board Balance

The Board is responsible for periodically determining the appropriate skills, perspectives, experiences, and characteristics required of Board candidates, taking into account the organization’s needs and current make-up of the Board.  This assessment should include knowledge, experience, and skills in areas critical to understanding the Organization and its business; personal characteristics, such as integrity and judgment.  Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as a Board Member and that he or she devotes the time necessary to discharge his or her duties as a Board Member.

The Board is responsible for selecting its members and nominating them for election by the association’s members and for filling vacancies on the Board. The Board, or Nomination Committee, will recommend to the Board nominees for election, based on the need for new Board members identified by the Board or Nomination Committee. In selecting individuals for nomination, the Board or Nomination Committee will seek the input of the President of the Board and will consider individuals recommended for Board membership by the Organization’s members in accordance with the Organization’s Bylaws and applicable law.  The Board or Nomination Committee will determine if any Board members have relationships with preferred candidates who can help initiate contact with such candidates.  Prospective candidates will be interviewed in person by the President of the Board and one other member of the Board or Nomination Committee.  During the selection process, the full Board will be informally kept informed of progress.  The Board or Nomination Committee will meet to consider and approve final candidate(s) and seek Board endorsement of the selected candidate.   The Board or Nomination committee will establish guidelines for screening preferred candidates.  Once a candidate is selected to join the Board, the President of the Board will extend the invitation to join the Board on the Board’s behalf.

3. Term Limits

The Board does believe it should establish term limits.  Term limits would help ensure fresh ideas and reduce the possibility of burnout or a decrease in commitment to the Organization.  Term limits will be set at 3 years.  A Board member will serve for three consecutive years.  They will then rotate off the Board.  Three Board members will rotate off of the Board every year.  Board members may serve more than one term but they may not serve consecutive terms in the same office or position.  This process would allow for continuity of leadership and still bring new members and their perspectives to the Organization.

4. Conflicts of Interest

The Board determines on a case-by-case basis whether a conflict of interest exists. 

Board Roles and Responsibilities

5.   Business Judgment; Indemnification

The basic responsibility of the Board is to exercise its business judgment in good faith to support the Organization.  In discharging that obligation, Board members should be entitled to rely on the honesty, professionalism, and integrity of their fellow Board members. 

The Board is also entitled to have the Organization purchase reasonable Board liability insurance on their behalf, to the benefits of indemnification to the fullest extent permitted by law and the Organization’s Articles of Association.

Board Leadership

6. Selection of President and Vice President of the Board

The Board will select a President of the Board.  The President of the Board will serve for a one-year term.  The President of the Board will serve for an additional year as an ex-officio Board member.  This additional year will be outside the term limit guidelines established above.  After the one year as an ex-officio Board member, the former President will rotate off the Board.

The board will also select a Vice President of the Board.  The Vice President also serves as the President Elect during his/her one-year term as Vice President.

7. Selection of Other Board Officers

The Board will select members of the Board to serve in an official capacity as Treasurer, Secretary, Membership Chair and Program Chair.  The persons selected to serve in one of these capacities will serve for one year.  This year of service is included in their three term of service on the Board.  

8. Authorization Guidelines

Consistent with the Board’s power to delegate to the Board Officers the day-to-day operations of the Organization’s business, the Board believes that the allocation of responsibilities and authority currently in place is appropriate, although the Board may alter the authorizations in the future. 

9. Assessing the Board’s Performance

The Board believes that regular evaluations of the overall performance of the Board should be conducted.  This is best accomplished, in the Board’s view, by the entire Board under the leadership of the President of the Board.  The President of the Board is responsible for determining the performance criteria and process to be used for the evaluation and for conducting the evaluation.  The purpose of these evaluations is to enhance the effectiveness of the Board as a whole. 

10. Strategic and Operating Plans

At least once a year, the Board will review the Organization’s strategy and operating plans.  The review of the Organization’s strategic plan ordinarily will occur at the Board’s March meeting, and the review of the Organization’s financial and capital plans ordinarily will take place at the October meeting.  The Board will regularly monitor the Organization’s performance with respect to these plans. 

Meetings

11. Frequency and Length of Meetings

The Board believes that three regular meetings a year are appropriate; however, the Board may determine that additional meetings are needed to deal with pressing issues.  The meetings can be expected to last one and one-half hours.  Currently, they are set for the last Tuesday evening of March, June, and September.

12. Meeting Agenda

The President of the Board will prepare the agenda.  The agenda will set forth a general agenda of items to be considered by the Board at its specified meeting and will be provided to the entire Board.