CAA Task Force on Governance - New pages [en]

Board Officer Responsibility

2015-02-06T17:39:33Z

MGolden: Straw Man to move this forward

Basic Duties of all Board Members
Care, Loyalty, Obedience
(Detail each)
Mission, Values, Vision

BOARD GOVERNANCE
1. STRUCTURE
Oversight Board and Project Leadership and Staffing
A. Oversight structure
i. President
ii. Vice President
iii. Secretary
iv. Treasurer
B. Committee structure
i. Awards
ii. Publishing
iii. Convention
iv. Development
v. Cohort Oversight
vi. Advocacy
vii. Finance
viii. Governance
2. RESPONSIBILITIES
A. Executive committee – President, Vice President, Secretary, Treasurer, (Suggestion: Past-President)
i. Review ED Performance
ii. Review Board Performance
iii. Emergency action on behalf of Board or ED
B. President –
i. Runs Meetings
ii. Coordinates Executive Committee Work
iii. Sets Agenda for Meetings
iv. Coordinates Times and Dates for Meetings with ED
v. Assures Committee Work is Completed
vi. Assures that Board Members with Conflict of Interest or appropriately excluded from either participation of topic or voting on conflicted motion
vii. Regularly Meeting with ED and Senior Staff
C. Vice-President
i. Fills in at all meetings when President is Absent or unable to perform duties
ii. Support President as agreed to coordinate and review particular Committee Work and Performance
iii. Suggestion; Vice-President becomes next President of the Organization
D. Secretary
i. Assure that all Board Members receive Date and Time information for meetings
ii. Assure that all Board Members receive Meeting Minutes in a timely manner
iii. Responsible for taking and or editing Board Minutes
iv. Responsible for making sure all Board Members are aware of duties
v. Assure all Board Members have signed and submitted their annual Conflict of Interest Statements
vi. Responsible to make President aware of potential conflicts on issues being acted on by the Board
E. Treasurer
i. Responsible for leading the Finance Committee
ii. Responsible for leading the Investment Committee
iii. Responsible to make sure all Board Members receive timely updates on organization Finances, including monthly P&L, Balance Sheet, Statement of Cash Flows, Audit Reports
iv. Responsible for the review of all Financials in concert with Finance Committee and CFO
v. Responsible for review of Audit Report in concert with Finance Committee, CFO and Independent Auditor
vi. Responsible to report to Board in concert with CFO to Board on Finance Committee Reviews of Financials
3. COMMITTEE CHAIRS
A. Awards
i. Would like to understand how the Awards Chair interacts with Award Committees and how much work this entails
ii. May require more than one Chair for Awards if too much for work
B. Publishing
C. Convention
D. Development
E. Cohort Oversight – {{Suggestion: This responsibility should be divided up as it seems like it is overwhelming for one Board Member… Board Member should not have more than 3 cohort groups to provide connectivity to the Board. Board should decide whether the Cohort Group is critical to the running of CAA. If so, then it is direct oversight from the Board member who is assigned the cohort group. If it is tangential, then the Board Member assigned is the Board Liaison to the Group and not its oversight}}
i. It will require that the Cohort group remain active and not be the responsibility of the Board if it can remain active
ii. It will provide the Board with more direct contact with these Committees and Cohort Groups
iii. It will allow more Board members to actively participate in the activities of leading the CAA
iv. It will reduce the amount of work required of just one Board member to be responsible for all the work of all the Committees and Cohort Groups

F. Advocacy
i. {{Suggestion: This is a critical role for CAA and it may have to be divided up to more than one Board Member as well: Connection to and support of so many pivotal groups: Americans for the Arts, NAEA, Alliance of Artist Communities, FATE?, Art Placemaking Groups; State Government; Federal Government; etc. – would like to speak to DeWitt about this}}
ii. Value in creating tools for all members of CAA to broaden their approach to advocacy and to provide resources for members to both join together, but also how to improve their local advocacy for the arts as well.
G. Finance
i. Monthly Financials
ii. Review Year End
iii. Review Audit
iv. Review Investments
v. Recommendations and review of Senior Staff Leadership and adherence to benchmarked processes for supporting appropriate salaries
H. Governance
i. This should be an active Board Committee and not an activity that is only done during strategic planning initiatives
ii. Assist in making sure that all members are aware that there is an active committee willing to continually look at the practices of the CAA itself
iii. Support any issues raised by members of CAA as to the organization acting in an ethical manner
iv. Create proposals for the Board and the membership for regular review of critical governance issues
1. By-Laws
2. Committee Structure
3. Adherence to Regulations and Best Practices
a. Open transparent processes
b. Provide mechanisms for dialogue with issues of membership
4. Propose to Board path to revisiting Mission, Values and Vision
a. {{Suggestions - Not sure this is exactly clear in current state}}

Board Candidate Presentations and Elections

2015-02-04T15:43:25Z

LDowns: Created page with "Subcommittee Notes: Board Candidate Presentations and Elections Nicole De Armendi, Linda Downs and Vanessa Jalet I. Nominating Candidates for the Board A. There are two pr..."

Subcommittee Notes: Board Candidate Presentations and Elections

Nicole De Armendi, Linda Downs and Vanessa Jalet

I. Nominating Candidates for the Board
A. There are two problem areas in the process. It is necessary and desirable to have an open nominating process but CAA is currently NOT targeting well enough those members who really have an understanding of CAA. The process is rather scattershot. CAA needs a “leadership ladder” where people who are active in CAA, like working on a committee, can then move into a position on the Board.
B. CAA does currently draw on recommendations from PIPS committee Chairs, from Board members, from members of the Affiliated Societies, and from the Nominating Committee itself. Currently, three Board members are automatically put on the Nominating Committee and they often are not officers. And further, CAA’s President is not included on the Nominating Committee. This was probably set up in order to guard against cronyism but there has been little evidence of that.
C. Perhaps the president could be ex officio on the Nominating Committee as the Executive Director is currently.
II. Leadership training
A. CAA could establish leadership training to be held in the summer for members who are interested in taking on administrative responsibilities at their university or at CAA. Courses focused on the responsibilities of department heads, deans, provosts and the CAA Board. Current Board members could mentor PIPS committee members, editorial board members and jurors to encourage Board leadership. The course could be taught by present department heads, deans, provosts and CAA Board members.
B. Establish an appointed position for an emerging professional who has taken the leadership training program. This position could be part of the appointed directors or an ex officio position in order to bring the perspective of young professionals to the Board.
III. VOTING
A. The percentage of CAA members who vote is very small – under 4%. Many CAA members when queried say they don’t vote because they don’t “know” the candidates, even though CAA presents the candidates with personal statements, narrative bios, photos, videos and a recommendation from a CAA member.
B. Members don’t realize the Board represents them, their views, there is no incentive to vote. It is necessary to reframe the issue: How to communicate to members that CAA is more than just an annual conference and a place to interview for a job? What does CAA offer its members and how can members shape the organization? (the Board is the gateway)
i. Publicize the significance of CAA projects and initiatives for everyone in the arts (advocacy, codes for best practices, programs, etc.)
ii. List the benefits of membership beyond just conference attendance, job opportunities, and CAA publications (reinforcing statement listed above)
iii. Start a campaign, “What can CAA do for you”
iv. Get people involved
v. “Ask a Board member” session
vi. Make use of social media
vii. A raffle that every 50th person who votes gets a free membership?

C. It was concluded that the problem is not in presenting the candidates – little morecan be done than is being done now. It is not the candidates who lack visibility but the Board of Directors itself that lacks visibility. How to present the Board members? CAA’s Newsletter is often overwhelming with information. You don’t want just another item in the newsletter. The Board or even the Committees can seem to be elite and distant, how to connect the members to the Board.
i. What about spreading out the Board meetings over the entire Annual Conference – meet an hour each day of the Conference? (Some organizations do this very successfully.) Could one meeting be devoted to a Question and Answer period from general CAA members?
ii. On our website, could we have an occasional section of what the board members are up to? What are they doing?
iii. A webinar with the board members
iv. A participatory Board meeting – with CAA general members
v. Put up photos – post faces to names
vi. Have an UPDATE section – a place where new policies are posted.
vii. A publicity committee
viii. Social communications site (CAA is close to a decision on this)
ix. Could be open or closed discussion sites
x. “Ask Me about CAA ” buttons during the Annual Conference
IV. FAIR USE DISSEMINATION
A. Organize an occasion at universities around the upcoming dissemination of the Fair Use code which will be announced on June 9, 2015.

2-4-15

Task Force Timeline

2015-01-30T18:19:44Z

Mgoodman: Created page with "*December 15, 2014 – First Task Force Meeting *February 11, 2015 – Second Task Force Meeting at the Annual Conference, New York Suite, New York Hilton 9:30 – 10:30 am..."

*December 15, 2014 – First Task Force Meeting
*February 11, 2015 – Second Task Force Meeting at the Annual Conference, New York Suite, New York Hilton 9:30 – 10:30 am – Reports on preliminary investigations and recommendations from subcommittees (conference call numbers will also be provided?)
*Late April 2015 – Third Task Force Meeting – Subcommittees submit recommendations-conference call
*Late May 2015 – Fourth Task Force Meeting – First Draft of Recommendations is prepared by the chair and staff and distributed for review- conference call
*July 2015 – Fifth Task Force Meeting to finalize the recommendations to the Board of Directors
*September 2015 – Finale recommendations are prepared as a resolution by chair and staff, reviewed by the CAA counsel and submitted to the Board.
*October 25, 2015 – Board reviews the resolution and votes

*November 2015 – If By-Law changes have been recommended they are sent to the CAA membership for review and a vote
*February 2016 – The membership vote on the By-Law change is announced and implemented in March 2016

Governance Structure Examples

2015-01-30T18:19:13Z

Mgoodman: Created page with "*[http://www.aaanet.org/sections/ http://www.aaanet.org/sections/] *[http://www.aaanet.org/sections/interestgroups.cfm http://www.aaanet.org/sections/interestgroups.cfm] *[htt..."

*[http://www.aaanet.org/sections/ http://www.aaanet.org/sections/]
*[http://www.aaanet.org/sections/interestgroups.cfm http://www.aaanet.org/sections/interestgroups.cfm]
*[http://www.historians.org/about-aha-and-membership/governance/divisions http://www.historians.org/about-aha-and-membership/governance/divisions]
*[http://www.historians.org/about-aha-and-membership/governance/committees http://www.historians.org/about-aha-and-membership/governance/committees]
*[http://www.mla.org/governance/delegate_assembly http://www.mla.org/governance/delegate_assembly]
*[http://www.mla.org/policies_for_divisio http://www.mla.org/policies_for_divisio]
*[http://www.arteducators.org/about-us/governance-structure http://www.aiga.org/About/ http://www.arteducators.org/about-us/governance-structure http://www.aiga.org/About/]

Subcommittee Recommendations and Notes

2015-01-30T16:44:59Z

Mgoodman:

*[[Leadership Ladders]] – Helen Frederick and Larry A. Silver
*[[Board Officer Responsibility]] – Mark Golden and Guna Nadarajan
*[[Appointed Director’s Responsibilities and Expectations]] – Helen Frederick and Jack Risley
*[[Equitable Distribution of Responsibilities of Officers]] – DeWitt Godfrey and Mark Golden
*[[Nomination Committee, Selection of Candidates to the Board]] - Thomas Lawson and Denise Mullen
*[[Board Candidate Presentations and Elections]] – Nicole De Armendi and Linda Downs

Resources

2015-01-30T14:16:08Z

Mgoodman:

[http://www.collegeart.org/about/bylaws CAA By-Laws]

[https://services.collegeart.org/eweb/caa_docs/committees/COM-BoardCommitteeHandbook.pdf Board and Committee Policy and Procedures Handbook]

[[Governance Structure Examples]]

[[Task Force Timeline]]

Main Page

2014-12-17T17:00:22Z

Mgoodman: /* CAA Task Force on Governance */

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* [[Subcommittee Recommendations and Notes]]
* [[Resources]]