Board Member Orientation Manual - Air Barrier Association of America

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ABAA Board of Directors Orientation ManualMEETING SCHEDULE & POLICIESThe following is a brief outline of the ABAA annual meeting schedule. All meetingdates are subject to change.ANNUAL GENERAL MEETING (AGM)Occurs once per year, not more than 15 months following the date of the last AGM.BOARD OF DIRECTORSMeetings of the Board of Directors typically take place via conference call and areheld on a quarterly basis towards the end of the month following the last quarter.Meetings may be rescheduled as face-to-face meetings if deemed necessary by themajority of the Board of Directors with locations TBA.COMMITTEE MEETINGSMeetings of the ABAA Committees occur on a bi-monthly basis with the exception ofthe Terminations & Flashing Committee which meets monthly on the 4 th Thursday ofeach month and the Whole Building Air Tightness Committee which meets weekly.Meetings are typically held via conference call with face-to-face meetings scheduledas deemed necessary. All face-to-face meetings also have conference callcapabilities.BOARD MEMBER COMPENSATIONBoard memberships are volunteer positions. There is no remuneration for timespent working on committees or attending meetings. However, ABAA may be ableto compensate reasonable expenses associated with attending meetings. Approvalfor such compensation is handled on a case-by-case basis and is subject to theauthorization of the Executive Director and Treasurer or Chairman. Applications forcompensation must be made PRIOR to incurring expenses and authorization forsuch compensation shall depend on the availability of funds.COMMITTEE MEETING ATTENDANCE / EMAIL BALLOT REQUIREMENTSAt the April 29, 2011 Board of Directors Meeting, the Board reached the followingconsensus:“If a committee voting member misses two (2) consecutive meetings or fails to returntwo (2) consecutive email voting ballots or fails to participate in a combination ofthese consecutives events (i.e. misses one (1) meeting and then fails to return one(1) email voting ballot), the company shall lose its voting privileges until the nextmembership year i.e. January 1 st , however, they would still have a voice on thecommittee.As well, the company can have a primary voting member appointed to a committeeand can also choose to have a secondary voting member appointed who could acton behalf of the primary member if they are unable to participate in a meeting orcannot return an email voting ballot. This shall apply to all ABAA committees and beeffective immediately as of today’s date, April 29, 2011.”2013 Board of Directors Orientation Manual Page 26 of 59
ABAA Board of Directors Orientation ManualINTRODUCTION TO BOARD GOVERNANCEAs a director, you may or may not bring previous experience in board governancepractices to the table. Effective governance practices relate to how an organizationcan effectively lead an organization.* The following sections on basic board governance have been taken from thepublication Office of the Manitoba Auditor General “Enhancing Board Governance inNot-For-Profit Organizations” February, 2005.A literature review of leading practices in board governance reveals a number ofmodels and approaches for governance, all of which build upon the four pillars ofgood governance (Figure 1):STEWARDSHIP – As stewards, boards act for others, have authority over theirorganization, and are trustees of the organization’s mandate as well as itsresources. A board therefore has ultimate authority for its organization. As a resultof this stewardship, a board needs to honor the trust that has been placed in it.LEADERSHIP – Governance fulfils a leadership function in society. As leaders,boards are expected to reflect the value system and priorities of the community fromwhich they are drawn. Through the board, individuals accept the challenge todevelop positive relationships, ensure respect between parties, and build a sense ofbelonging in the group.RESPONSIBILITY – Having a fiduciary responsibility, boards are expected tomanage the resources of the organization efficiently and effectively to accomplishthe desired aim. Board members are expected to be reliable, and to allowappropriate factors and considerations to affect their judgment, includingconsideration of the effect of their decisions on others. They are also expected todevote the personal time and energy to ensure that governance is appropriate andadequate.ACCOUNTABILITY – Boards are ultimately accountable for the actions of theirorganization. Accountability is the responsibility to answer for the discharge ofresponsibilities that affect others in important ways. It requires that boardsunderstand who is responsible for what, what performance is to be achieved, andwhat information needs to be shared to ensure appropriate decision-making.2013 Board of Directors Orientation Manual Page 27 of 59
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Board Member Orientation Manual - Air Barrier Association of America

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