Board of Directors American Speech-Language-Hearing Association

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1 Board of Directors American Speech-Language-Hearing Association Operational Guidelines The Board of Directors (BOD) represents and is accountable to the membership of the American Speech-Language-Hearing Association (ASHA). The BOD works to fulfill its obligations to the membership, the Association, and the professions of audiology and speech-language pathology. The BOD bases decisions on the following considerations: (a) how the issue fits into the Strategic Pathway, (b) expected outcomes and performance measures, (c) the return on investment, and (d) whether it is the best use of Association resources. The BOD also takes into account (a) what it knows about the members wants and needs, (b) what is happening in the environment that is relevant, (c) what is the Association s capacity and does the Association have the right strategic position to address the issue, and (d) the ethical implications of the BOD s choices. The operational guidelines below are designed to ensure that the BOD s leadership of the Association is consistent and that the BOD s communication with the membership is optimal. The full BOD is responsible for: Planning Approving the Association's mission and vision statements and reviewing the Association s performance in achieving it. Assessing annually the ever-changing environment in which the Association operates and approving the Association's Strategic Pathway in relation to it. Ensuring that adequate resources are in place to achieve the outcomes identified in the Strategic Pathway. Reviewing and approving the Association's program plans and directions. Reviewing annually the performance of the BOD and initiating steps to improve its performance. Operations Reviewing the results achieved by staff as compared with the Association's mission, the Association's program plans, and the Strategic Pathway, as well as in comparison with those of similar organizations. Ascertaining that the financial position of the Association is adequate for its current needs and the implementation of the Strategic Pathway by approving the Association's annual budget. Approving major actions of the Association, such as capital expenditures relating to the association domicile or association management computer systems or major changes in programs and services. 1

2 Establishing the dates and agendas for BOD meetings and conference calls. Establishing the schedule and nature of BOD representation and presentation(s) at Association meetings. Identifying, establishing, and determining the need for alliances and/or liaison relationships with related professional organizations. Selecting and approving consultants to be used for BOD projects. Audit Ensuring that the BOD and its committees are adequately and currently informed of the financial position of the Association through reports and other methods. Ensuring that published reports properly reflect operating results and the financial position of the Association. Ascertaining that the Association has established and observes appropriate policies, including those required by law, to maintain the confidentiality of information entrusted by ASHA to volunteer leaders and ASHA staff. Reviewing compliance with relevant regulations affecting the Association. Communications Supporting publicly the majority decision, regardless of a BOD member s personal perspective on the issue. Recognizing the autonomy of individual BOD members and respecting the right of each to independent thinking, expression of opinions, and votes. Providing candid and constructive criticism, advice, and comments to the President, other BOD members, and the Chief Executive Officer. In addition to the responsibilities of the full BOD, the President: 1. Serves as the official spokesperson for the Association to individuals and groups. 2. Represents the Association at functions inside and outside the Association unless she or he delegates this task to another person (usually a member of the BOD). 3. Chairs BOD meetings. 2

3 General Guidelines for Conducting Business via an Asynchronous Electronic Meeting 1. The ASHA President shall serve as the presiding officer of asynchronous electronic meetings of the BOD. 2. A proposed timeline for discussing and acting on a resolution/motion shall be established by the Chief Executive Officer (CEO) or her representative in consultation with the President and communicated to the BOD at the beginning of the processing of any resolution/motion based on the following considerations: a. The resolution/motion content, urgency for acting on same, and internal and external timing demands; b. Whether the ASHA membership must be notified of the resolution/motion (i.e., a bylaws change) using an ASHA communication vehicle available to all members. NOTE: The proposed timeline can be modified by the BOD based on the resolution/motion complexity and subsequent BOD discussion. 3. The process for discussing and acting on resolutions/motions shall include the following: a. The resolution/motion shall be posted and discussion shall begin. b. At a designated time, discussion on the resolution/motion shall stop, and voting shall begin. 4. The President shall have the authority to move to postpone a resolution/motion at any time it is under consideration to an upcoming BOD meeting (face-to-face or conference call) based on (a) resolution/motion complexity, (b) determination by the BOD that it is in the best interest of ASHA to postpone taking action on the resolution/motion. 5. Each message posted by a BOD member or Facilitating Team (FT) member shall be a message written by the BOD or FT member. Forwarding a message from an individual who is not a BOD or FT member is prohibited. 6. Voting shall be conducted only during the voting period, which shall be a minimum of 3 days whenever possible. 7. The President shall have the authority to rule that a message is out of order and to notify the BOD of the ruling. 8. For those resolutions/motions that address issues related to a specific ASHA council, board, committee, or Special Interest Group, the BOD liaison and corresponding FT member shall be responsible to provide clarification and information to the BOD. 9. A quorum shall be 51% of the members of the BOD eligible to vote. The number of votes cast, including abstentions, determines verification of a quorum. 3

4 Relationship of the BOD to National Office Staff: 1. An important aspect of the CEO s job is to facilitate the work of the BOD. BOD members are encouraged to contact the CEO to coordinate staff efforts in getting work projects implemented and completed, to serve as a sounding board for ideas generated by BOD members, and to request the CEO s ideas for addressing issues or concerns identified by BOD members. The CEO also is encouraged to engage in a dialogue with BOD members on issues of mutual interest and to seek the ideas of BOD members. 2. BOD members should feel free to contact staff regarding matters related to ongoing projects and committee activities. 3. When new projects are proposed, these initially should be discussed with the CEO, particularly when projects may require significant time commitments by staff. This procedure allows the CEO to monitor the work of staff and ensures accountability. 4. Requests for copies of documents or reports can go directly to staff or the Board of Directors Manager. 5. Staff are accountable to the CEO, although staff may work closely with BOD members on various projects. 6. The CEO reports to and is accountable to the BOD. 7. Members of the Facilitating Team (FT; comprising the CEO, Chief Staff Officer for Audiology, Chief Staff Officer for Communications, Chief Staff Officer for Multicultural Affairs, Chief Staff Officer for Operations, Chief Staff Officer for Science and Research, and Chief Staff Officer for Speech-Language Pathology) participate fully and equally in discussions with the BOD but do not have the right to vote. 8. BOD members should strive to work with National Office staff as members of the same team working toward a common goal or objective. 9. If a BOD member experiences difficulty with a staff member, the following steps may be taken: a. The BOD member may talk with the staff member; b. If the difficulty is not resolved, the BOD member has the option of talking with the FT liaison or with the CEO; c. If the problem remains unresolved after the BOD member has talked with the FT liaison or CEO, the President should be consulted; the President will work with the CEO to resolve the difficulty. 4

5 Point of Information Members of the BOD may not be elected or selected (i.e., in the case of the NSSLHA National Advisor, which officer is appointed by the National Student Speech Language Hearing Association) for a BOD office in any year during which they serve on the BOD. A volunteer leader with a conflict of interest may make a presentation at the BOD or committee meeting, but after the presentation, such person must recuse himself or herself from any further discussions or voting and shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the conflict of interest. This also applies to meetings held online or by conference call. February 8, 2008 Updated 11/2/12 Updated 3/27/13; Approved 4/9/2013 Updated 6/14/14; Approved 7/8/14 Updated 1/22/15 5

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