Board Officer Responsibility

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.	Template:Suggestions - Not sure this is exactly clear in current state