Board Member Governance

INTRODUCTION

No incoming board member is expected to have previous board experience. This guide has been created to help incoming directors understand their roles, rights, and responsibilities associated with board participation.

SECTION 1 – BOARD OF DIRECTORS’ GOLDEN RULE

The Board operates for the benefit of and is accountable to the membership, its volunteers and staff.

This board does not operate for the benefit of any individual board member, their financial interests or their egos. Membership to the board carries responsibilities and requires work to sustain and grow a vibrant organization. Furthermore, the Board’s role is not to punish members, but to help them reach the best possible outcome for all parties.

SECTION 2 – ETHICAL LEADERSHIP

Ethical leadership increases trust between the GMA’s board of directors, and its membership and the general public. The board recognizes the important balance between transparency and privacy. The GMA is committed to transparency as long as it does not infringe on valid privacy concerns that protects board members, general members, employees, and volunteers, bearing in mind risks of conflict, integrity of personnel and their reputation, privacy of children, and prohibitive costs.

Strengthening ethics and accountability is a continuous process requiring a firm commitment from all board members and its general membership. Over time, discussion within the entire organization and the meteorite community may result in the refinement of the principles presented here, the Code and the GMA’s bylaws. Such discussions are valuable and demonstrate the organization’s commitment to working together to improve its overall value and attractiveness to new and existing members.

SECTION 3 – INTERNAL BOARD INTERACTIONS AND CONDUCT

The board has a responsibility to create an environment in which there is open, robust and professional deliberation in all interactions. Furthermore, all directors are expected to respond in a timely manner to ensure efficient operation of the Board. Directors must also carefully review the facts and information presented, and make an independent decision based on the merits of the information presented. Asking follow-up questions, clarifying statements and rules, questioning assumptions, and constructively agreeing/disagreeing with other directors is not only expected but required to achieve the best possible outcomes.

However, once the discussion phase is over and the board moves to a vote, then all members agree to move on to the next phase or next board matter with no further discussion. This concept is called “disagree then commit.”  On the rare occasion that new and material information surfaces after the vote (no set time limit), then that information may be brought up to the board if the information may change the Board’s vote sufficiently as to change the outcome of the previous vote.

If a director does not know the answer to a question or understand aspects of a discussion, they should disclose their limitation and seek further guidance. A fully engaged board must fully understand the issues they are presented with. The Board shall make a reasonable effort to support that director.

Personal attacks or emotional responses will not be tolerated. Board members that participate in such behavior could face censure or removal.

Every board member is encouraged to initiate discussions on any subject. Ideas that pass by affirmative action requiring financial support, or significant effort on the part of the board or a board member will need to be prioritized as part of other ongoing activities with a target completion date and an “owner” that will lead the project. Fresh ideas are critical to the success of the organization. As such, any idea presented by a board member should be respectfully considered. In cases where the idea is flawed, consider the intent behind the idea, and modify the concept appropriately. Don’t tell the board it can’t be done, tell them how it can be done.

SECTION 4 – DISCLOSURE AND REPORTING POLICIES

One of the important duties of the board is to balance the need for transparency while ensuring the privacy of its members.

Board will publish the following documents with no restrictions:

  1. Articles of Incorporation
  2. Federal Tax Exemption Application
  3. Annual Information Returns
  4. Annual Financial Statements

Board will publish its “Governing Documents” with no restriction:

  1. Bylaws (and associated documents)
  2. Code of Ethics
  3. Board Member Governance
  4. Board Elections
  5. Membership Committee
  6. Conflicts of Interest Policy

Board will publish the following documents for members only:

  1. Budget for upcoming fiscal year. (per year)
  2. Finances. (quarterly)
  3. Secretary’s Report. (quarterly)
    1. Motions and status of votes
    2. Number of complaints closed and number still open. Outcome of complaint (resolved, unresolved no further action, member disciplined, member removed, etc.)
    3. New member welcome and acknowledgement
    4. Note: Vote results shall be communicated to the membership as having only passed or failed, even if the vote was carried unanimously.
  4. Report from committee and council chairs. (quarterly)
  5. President’s Report. (annual)
    1. Should include goals for the following year.
    2. Recognition of donors.
    3. Any non-confidential information deemed appropriate to share with the membership.

“Board Confidential” information, documents or actions

The Board Confidential items listed below are never to be revealed to the membership. Confidentiality extends indefinitely beyond a Board member’s term. Any breach will be considered a serious violation of a Board governance leading to possible removal from the Board or expulsion from the Organization.

  1. Details of any complaints.
  2. Details of any board discussions or any director’s individual vote.
  3. Any information which infringes on a member’s right to privacy.
  4. Name of any applicant who was not granted membership in the organization.

SECTION 5 – BOARD MEMBER EXPECTATIONS

  1. All board members must be well-versed in the mission, its governing documents, activities, and the historical perspective of the nonprofit.
    1. All new board members will undergo training and must sign a document stating they have read and understood the governing documents. For foreign board members, a translated copy will be provided as possible.
  2. Nearly all meetings will be virtual and conducted via email in order to accommodate members located in various locations around the world.
    1. Clear and timely communication is paramount for the proper functioning of this board. This is especially true for our organization that holds its meeting by email.
    2. Can nonprofit boards legally vote by email? The short answer: Yes, and Texas requires only majority written consent. (https://blueavocado.org/board-of-directors/can-nonprofit-boards-vote-by-email/)
    3. Minimum discussion periods facilitating Board member participation are defined in the Bylaws. A board member who neither participates in the discussion nor votes will be considered absent unless the board was told in advance that member is unavailable. Acceptable reasons include but are not limited to travel, vacation, illness, family issues, etc. Under special circumstances a board member may inform the board after an incident.
  3. Hierarchy of laws and rules
    1. Country of residence laws
    2. State/Provincial laws
    3. Organization published rules and guidelines
    4. Robert’s Rules of Order (only those rules specifically identified in this document)

SECTION 6 – UNDOCUMENTED CUSTOMS

Customs as defined by Robert’s Rules of Order are considered by the Organization to be unenforceable guidelines and do not constitute a rule. The board shall operate on a clear set of rules and guidelines, and should a need arise to add, edit or clarify a rule, then the board may update this and associated documents as per the requirements stated in that document.

The organization follows general parliamentary procedures as documented and identified below.

SECTION 7 – GUIDELINES FOR CONDUCTING BOARD OPERATIONS ONLINE

There are two types of work the Board performs online: general discussions of issues and approving official business. Sometimes a general discussion relates or leads to a motion. The following guidelines should be followed when working with motions. Directors are expected to read and respond to related email messages in a timely manner.

  1. Moving a Motion
    1. Motion
      1. Formal proposal by a Board member to take a certain action.
      2. Example 1: I move we start discussing the budget.
      3. Example 2: I move to approve the budget for this coming year.
    2. All discussion related to a specific motion must follow the same email thread
      1. Adhering to this requirement is critical to enable the secretary to keep a proper record of Board activities.
      2. Should other topics arise, then new email threads should be created in order to not conflate topics.
    3. Before starting a new topic of discussion or starting a vote a motion must be made, and the motion needs to be seconded by a director to enable the Board to go to next step.
      1. Example 1: I second the vote.
      2. Example 2: I second that we begin discussing the topic.
  2. Discussion
    1. The discussion period is defined in the Bylaws. A shorter period may be established as long as all directors able to vote will do so. Discussion can also happen during the voting period.
    2. Since we are not all online every day, we need to allow reasonable time for people to discuss the issue/motion.
    3. Discussion time can be extended by simple majority of all board members.
  3. Making Amendments to a Motion
    1. If amendments are deemed friendly by the mover, discussion then moves to the amended motion.
    2. If amendments are not friendly, then the proposed amendment will be discussed and voted on.
  4. Voting
    1. Formal indication of a choice between two or more candidates, or courses of action.
      1. Example 1: I vote to approve the budget.
      2. Example 2: I vote to accept the slate of officers.
    2. The GMA always strives for consensus. However, if after the discussion period ends or all discussion has ended (whichever comes first) and there is no clear consensus among directors, then the President or other Officer shall move the motion to a vote.
    3. In the case of a vote, the president or mover of the motion circulates a new email with a new subject. The subject should say “MOTION: [topic].” Directors vote by sending an email with “MOTION on xxxx.” YES/NO/ABSTAIN. Directors are not encouraged to abstain from voting and will be asked to explain the abstention.
      1. Abstention
        1. While it is the duty of every member who has an opinion on the question to express it by their vote, they cannot be compelled to do so. They may prefer to abstain from voting, though they know the effect is the same as if they had voted on the prevailing side.( http://www.rulesonline.com/rror-08.htm)
      2. Failure to vote will be marked as an absence of the meeting per rules above.
    4. All votes not related to membership approval or complaints will be made public on a quarterly basis. The information will be released simply by stating the Motion and whether it passed or failed. Individual votes of board members will not be released.
    5. Rescind (often called Repeal or Annul) a Vote:
      Requires 2/3 vote as long as nothing has yet been done as a result of that vote. If action has been taken as result of vote, then vote may not be rescinded.
      1. http://www.roberts-rules.com/parl20.htm
      2.  http://www.rulesonline.com/rror-06.htm#37 
    6. Report votes and status:
      Secretary shall report the votes in favor and against a motion, the status (pass or fail) and note number of missing votes and abstentions.
  5. Suggestions
    1. Discussions need to follow the same thread/subject line. So always respond to the latest email in a given thread and Keep the Subject Line the Same.
    2. We all read a lot of email, so keep it concise and clear.
    3. Short emails; use bullet points.
    4. Indicate at the start what the email is about: a title, a summary, etc.
    5. Always include your name on the email; if is long, put your name at the top.
  6. No one can vote on a question in which they have a direct personal or pecuniary interest. Yet this does not prevent a member from voting for himself for any office or other position, as voting for a delegate or for a member of a committee. Should there exist a direct personal or pecuniary interest, then the Board member shall recuse themselves from the vote.
    1. (http://www.rulesonline.com/rror-08.htm)
    2. Recuse: Remove oneself from participation to avoid a conflict of interest.

SECTION 8 – ELECTIONS OF NEW BOARD MEMBERS

Read Board Elections document.

SECTION 9 – COMPLAINTS

Unless approved by the officers of the board, no board member may proactively contact someone believed to have broken rules or anyone else that may be associated or involved in the potential matter. Should approval be granted, any contact other than email requires that the investigating board member provide a complete summary of the discussion (whether by phone, pm, text or any form of communication other than email) within 48-hours. Email correspondence will be immediately sent to the board officers.

Gathering evidence through publicly available sources does not require board preapproval.

Any board member who has a substantive relationship or a conflict of interest with any and all parties involved in the complaint or investigation must immediately make that information available to the rest of the board and the board must decide if that board member may be included in the discussion, allowed to vote in the final decision, or recuse the board member entirely from the process. In the event of a complete recusal, the board officer in charge of managing the complaint will immediately create a sub-board that excludes such board member(s).

Unless the complaint involves an officer of the board, all complaints must go through standard procedures. Complaints are to be sent to the officers using the email address complaints@gmeta.org.

Complaints involving the President will be sent to the Secretary using the email address secretary@gmeta.org.

Any complaints involving any other officer will be sent to the email address president@gmeta.org.

Complaint Process Guidelines

  1. Unless the complaint is against the President, the President will preside and manage all aspects of the complaint. If the complaint is against the President, the Secretary will preside and manage all aspects of the complaint. This person is referred to as Presiding Officer.
  2. Presiding Officer will determine if a sub-board is warranted.
  3. Regardless of source of complaint, the source should have their email acknowledged within 48 hours including their complaint has been received and the Board has initiated review.
  4. The officers of the board will evaluate the merits of the complaint and decide to either dismiss, escalate to the rest of the board, or work to propose a solution quickly and fairly in the case of easily resolved matters.
  5. Regardless of decision, the source will be notified by the board of the action taken and, if needed, provide a timeline for the resolution of the complaint.
  6. From this point forward, the Presiding Officer will be responsible for the timeline and any additional actions.

SECTION 10 – GENERAL DUTIES OF OFFICERS, AND BOARD MEMBERS WITH COMMITTEE OR COUNCIL CHAIR ROLES

Succession planning is important especially in the case that board roles may change year to year. As such, it is the duty of any officer to keep a record of any activity that may require instructions, login information, milestone dates, etc. Though a person’s judgment and style can never be fully replaced, the goal should be to always be planning for one’s replacement.

SECTION 11 – TIMELINE AND MAJOR ACTIVITIES DURING THE YEAR

Read Board Activities Timeline document.

AMENDMENTS AND REVISIONS

This document may be amended by a simple majority of all directors then in office, and only in the period between the seating of new officers and the second to last Sunday in September (per the BoD Elections document). Such action is authorized only at a duly called and held meeting of the Board of Directors setting forth the proposed bylaw revisions with explanations and consequences the changes may have. All directors must attest that they understand the changes and the impact of those changes prior to their vote.

Any changes to this document must be noted, explained and made available to the general membership within seven (7) days of the passing vote.

This guide is based in part on the document found here and the publicly available and shareable CRFC guidelines document.

This document was last modified on Jan. 10, 2021.