Role of the ACC Board
The main responsibilities of the Board are to:
- Establish the general direction of the organization through the formulation of the organization's mission, operating philosophy and strategic plan and ensuring accomplishment of the organization's mission.
- Oversee the association's management and general operations.
- Maintain the financial position and strength of the association.
- Establish and maintain the organizational structure of the association.
- Approve association public policy positions.
ACC is a non-profit organization that relies on the volunteer efforts of members. The measurement of success for ACC and its Board is ACC's ability to attract and retain members through the provision of needed services to its members.
Role of the Director
The main responsibilities of each director are to:
- Ensure that the Board fulfills its role.
- Participate in Board & Chapter activities.
- Maintain regular attendance at Board and Board committee meetings.
- Represent the association to the members and the public.
Each director represents the entire membership and should fulfill his or her responsibilities in a manner that serves the best interest of the association as a whole, rather than a narrow segment of the membership.
Selection of Directors
In considering nominees for election to the Board, ACC's diversity goals should be kept in mind and the following qualifications should be sought:
- Active participation and demonstrated interest in ACC.
- Experience and leadership as in-house counsel.
- Membership in association subsets such as large or small department, geographical location, and type of law department position held.
No single individual is required to meet all of these criteria, but all individuals should be able to fulfill the responsibilities set forth above under the role of the director.
Board Self-Assessment
The Board of Directors shall establish a formal program for Board self-assessment. The responsibility for this program shall rest with the Board Affairs committee.
The Functional Relationship between the Board and the Association Staff
The division of functions between the Board, as such, and the association staff should be modeled on that found in most corporate organizations. That is, the Board is responsible for the overall direction of the association and the oversight of the association's finances and management, but the actual operations of the association are the responsibility of the staff. In a well run association such as ACC, this can be a fluid line with respect to individual matters, but we believe it is the appropriate guiding principle for ACC.
Meeting
Board and Board Committee Meetings: The present practice of three Board meetings annually is appropriate. However, Board committee meetings should be scheduled on an as needed basis by the committee chairman and need not be automatically scheduled in connection with each Board meeting. The contents of Board and committee meetings involve significant issues related to the Board or committee fulfilling their main functions. In addition, with the goal of being a knowledge-based organization in mind, Board and committee members should have sufficient information and time to consider that information prior to making decisions or recommendations.
Board Rules and Procedures
- The Board seeks to operate under procedures designed to increase its ability to focus on major issues and avoid purely administrative matters. This includes the use of consent calendars (with appropriate advance notice to Board members) and the delegation to committees of appropriate decision making responsibility with reports of those decisions to the Board for the record.
- Each Board member shall attend at least one out of three consecutive Board meetings and one out of three consecutive committee meetings.
- Board meetings shall be open to any member of the association wishing to attend. As appropriate, the Chair shall retain the right to move meetings to executive session.
Size of Board: The Board believes that the present size of the Board (26) is appropriate for this association. This is a matter of balancing the need for a representative Board against the need for an efficient Board. Implementation of the procedures set forth above should result in an efficient Board. If Board efficiency becomes a problem, then the size of the Board shall be revisited.
Nominating Committee
The Chair of the Board of Directors shall annually designate and appoint a Nominating Committee or subcommittee which shall consist of at least seven members who shall be selected from the then-members of the corporation, a majority of whom shall themselves be members of the Board of Directors. In designating and appointing the members of the Nominating Committee, the Chair must ensure that the Nominating Committee reflects the geographic dispersion, the type and principal business interest of the organization clients of the members, and the size of the law department in which the members are engaged in the active practice of law.
The immediate past Chair of the Board of Directors shall serve as Chair of the Committee, provided that he or she shall be a member of the Board of Directors. In the event the immediate past Chair is unable to serve as chair of the committee, the Chair of the Board shall designate a chair, who shall be a member of the Board of Directors.
A quorum of the Committee shall consist of a majority of the members thereof.
The Nominating Committee shall, pursuant to Article III, Section 3 of the Bylaws, propose annually a slate of nominees for election to the Board of Directors, and pursuant to Article IV, Section 2 of the Bylaws, propose annually a slate of nominees for election to the offices of Chair, Vice Chair, Secretary and Treasurer and the Chairs of such board committees, as designated by the Board. In January of each year, or as soon as possible thereafter, the Nominating Committee shall solicit nominations by publishing a notice to the membership of the corporation and by corresponding with Chapter Presidents, ACC Committee Chairs and past and current Board members requesting submission of the names and qualifications of candidates. Prior to July 31 of each year, the Nominating Committee shall create a slate of candidates. The Committee shall notify candidates who are on the slate and members who submitted candidates who are not on the slate and shall publish the names of all nominees in the next appropriate global publication of the corporation.
In addition, if any member of the corporation presents to the Nominating Committee, at least 30 days prior to the election, a petition signed by 75 members of the corporation, the Nominating Committee shall include the name of such member on the final slate of candidates proposed to the Board of Directors pursuant to Article III, Section 3 of the Bylaws.
