ESA Governing Board Roles and Responsibilities
ELECTED OFFICER POSITION DESCRIPTIONS
- All members of the Governing Board—presidents, vice presidents, secretary, and members-at-large—share a collective responsibility for ESA. (See below.)
- The officers of the board—presidents, vice presidents, and secretary—have additional leadership duties, primarily related to supporting the Governing Board and managing a portfolio of specific standing committees. (See Committee Leadership Manual. Please note that this document is tentative pending final review by the ESA Council.)
- Officers serve as liaisons between their designated standing committees and the Governing Board, and they help align committee work with ESA’s strategic plan and annual priorities. (The Governing Board members-at-large are ex officio, voting members of the Nominations Committee and the Long Range Planning Grants Committee.)
- Vice Presidents and the Secretary nominate standing committee chairs, and the President appoints them. Standing Committee chair nominate their committee members, and the Vice President appoints them. The President and Executive Director serve as ex officio, non-voting members of all standing committees.
- Vice Presidents and the Secretary work closely with the Executive Director and program directors in an advisory capacity to help shape policy and strategy and to support implementation of major programs.
- Officers do not have the authority to make financial commitments on behalf of ESA, unless specified in the annual budget or otherwise approved by the Governing Board.
Collective Board Responsibilities
- Set direction by
- formulating the mission and providing a strong vision for the organization; and
- establishing the goals of the Society, and then delegating the details of accomplishing these goals to volunteers, the Executive Director, and by extension the professional staff.
- Ensure adequate resources by
- providing and helping to identify the external resources necessary to accomplish these goals; and
- hiring a single employee, the Executive Director, who is tasked with advancing the mission and achieving the goals set by the Governing Board (Professional staff are hired and supervised by the Executive Director).
- Provide oversight by
- assessing the Society’s progress in reaching goals established by the Governing Board (If the Governing Board thinks something is not functioning optimally or goals are not being achieved, it should use the oversight function of the Executive Director to ask tough questions and hold the Executive Director accountable. The Governing Board should not move into an operational or management role as a body.);
- evaluating financial policies, approving the annual budget, and reviewing periodic financial reports;
- exercising its legal responsibility for the Society, and ensuring compliance with federal and state regulations; and
- supporting, evaluating, and, as necessary, terminating the Executive Director. An extensive performance review process is carried out by the President, President-elect, and two other Governing Board members each year.
- Managing itself and ESA’s governance system by
- orienting new Governing Board members, and assessing Governing Board performance; and
- maintaining up-to-date governance structures, policies, and procedures related to elections and to committees, sections, and chapters.
Additional Functions: According to ESA Bylaws, the Governing Board is also responsible for:
Committees, Sections & Chapters
Expectations of Individual Governing Board Members
All members of the Governing Board are expected to fulfill the following requirements:
- Be informed regarding the business of the Society and exercise independent judgment for the benefit of the organization.
- Participate in all scheduled meetings of the Board, in-person and electronically. In order to prevent financial duress for Governing Board members, support for travel is provided as outlined in the Meeting Travel & Reimbursement Policy.
- Be familiar with the bylaws and other governance policies and procedures of the Society, adhere to the content of these documents, and act accordingly.
- Disclose any conflicts of interest. Conflicts are not inherently bad, but they must be openly disclosed. Governing Board members will be reminded of the policy at the beginning of each meeting, and the Conflict of Interest Policy Agreement Form must be signed each year.
- Maintain confidentiality. Confidentiality permits creation of a climate of trust, which ensures that all Governing Board members feel comfortable sharing their opinions.
- The deliberations of the Board must remain confidential, unless the Governing Board specifically decides otherwise. This includes the specific statements and opinions of Governing Board members.
- The decisions of the Board, are not confidential. Minutes of the meetings, prepared by the Secretary, are made publicly available (published in the ESA Bulletin) and represent the only official public record of meetings of the Board.
- The content of executive sessions is explicitly confidential, except for the outcome of any votes as documented by the Secretary in the minutes. The expectation of confidentiality remains during non-executive sessions.
- Note: In the case of legal action taken against the Society, personal notes, emails, and communications of Governing Board members could be subpoenaed. This should be taken into account when documenting or communicating Governing Board activities and decisions.
- Be a team player yet maintain their independent thoughts and opinions. Maintain civility during governance discussions. Support the actions of the Governing Board. While each Governing Board member has a vote, once the vote is taken, all members must all support the final decision to ensure the success of the ESA.
- Support the Executive Director.
- Serve as a member of the ESA Council.
- Be responsive to and represent the members. Exhibit a passion for the mission of the Society and care and concern for the needs of the community the Society serves.
Responsibilities of Presidents
- Serve as primary spokesperson for the Society in collaboration with the Executive Director
- Chair the Governing Board
- Appoint standing committee chairs based on nominations from designated Vice President or Secretary
- As needed, charge standing committees through Vice President or Secretary to whom the committee reports
- Appoint special committees, including—when needed—Transition & Search Committee for Executive Director (See also Transition Plans for ESA)
- Serve as non-voting, ex-officio member of standing committees
- Serve as a voting member of the Executive Review & Compensation Committee and appoint additional Governing Board members
- Receive reports from whistleblowers and coordinate investigations, and receive and investigate complaints of ethical or sexual harassment concerning the Executive Director (See also Whistleblower Protection Policy)
- Assume duties of the President if President is not able to do so
- Chair the Governing Board if President is not able to do so
- Serve on the Nominations Committee and Executive Review & Compensation Committee
- Assume duties of the President if the President and President-elect are unable to do so
- Chair the Governing Board if the President and President-elect are unable to do so
- Chair the Nominations Committee and Executive Review & Compensation Committee
Responsibilities of Vice Presidents
Vice President for Finance
In collaboration with the Executive Director and Chief Financial Officer,
- Develop fiscal and investment policy
- Review annual budget
- Conduct long-term fiscal planning
- Oversee business, finances, and management of Society
Vice President for Science
- In collaboration with the Executive Director and Associate Director of Science, provide guidance related to policy and strategy of ESA’s scientific programs
- Chair the Committee on Science
- Represent the following work groups on the Governing Board:
- Science Committee
- Meetings Committee
- Publications Committee
- Editors-in-Chief of Society journals
- Vegetation Classification Panel
- Recommend chairs for the above committees and Panel, to be appointed by the President
- Appoint members to the above committees, based on nominations from committee chairs
Vice President for Public Affairs
- In collaboration with the Executive Director and Director of Public Affairs, shape policy and strategy related to public affairs, international affairs, and public policy
- Chair the Public Affairs Committee
- Appoint members to the Public Affairs Committee
- Represent the Public Affairs Committee on the Governing Board
Vice President for Education and Human Resources
- In collaboration with the Executive Director and Director of Education & Diversity Programs, shape policy and strategy related to ESA education programs and ESA’s activities around recruitment, professional development, and recognition of members
- Chair the Committee on Diversity and Education
- Represent the following work groups on the Governing Board:
- Committee on Diversity and Education
- Awards Committee
- Professional Ethics and Appeals Committee
- Board of Professional Certification
- In collaboration with the President and Professional Ethics & Appeals Committee Chair, address complaints about ethical misconduct (See also Procedures for Ethical Complaints)
- Recommend chairs for the above standing committees, to be appointed by the President (excluding the Board of Professional Certification)
- Appoint members to the above standing committees, based on nominations from the committee chairs (excluding the Board of Professional Certification)
Responsibilities of the Secretary
- In collaboration with the Executive Director, keep records of meetings, policies, and procedures related to the Governing Board and Council
- Report Governing Board actions to the Council
- In collaboration with the President and Executive Director, develop Governing Board and Council agendas
- Oversee election process upon completion of the work of the Nominations Committee (See also Nominations & Elections Manual)
- Chair the Teller’s Committee
- Represent the following committees on the Governing Board:
- Teller’s Committee
- Historical Records Committee
- Recommend chair for Historical Records Committee, to be appointed by the President
- Appoint members to the Historical Records Committee, based on nominations from the committee chair
- Maintain familiarity with the Bylaws and Policies & Procedures Handbook (See also Bylaws and Policies & Procedures Handbook)
Responsibilities of the Board of Professional Certification
The primary objectives of the Society’s Certification Program are (1) serving the needs of ecologists who wish to establish and validate their credentials in the context of their ecological activities, (2) guiding biologists, government agencies, courts and the public in defining minimum standards of education and experience for professional ecologists, and of encouraging all practicing ecologists to meet such standards, (3) creating and maintaining public confidence in the advice and opinions of Certified Ecologists as educated and experienced professionals, and (4) assisting the public in identifying ecologists.
The Certification Program is administered by the Board of Professional Certification, which is responsible for:
- Establishing a procedure for critical peer evaluation based upon defined minimum education, experience and ethical standards,
- Reviewing and approving applications for certifications, and
- Censuring, suspending, and revoking certifications.