Board of Directors

RUNNING YOUR CHAPTER-BOARD OF DIRECTORS

The Board of Directors are elected from the membership of the chapter to lead the chapter's efforts during their term. The Board is responsible for:

Meeting the needs of the members.
Maintaining a relationship with the global organization.
Ensuring the current and future operation of the chapter.

Officers of the Board can include (President, Vice-President or President-Elect, Secretary, and Treasurer) or, depending on the chapter's need, there could be more officers; often the Immediate Past-President and a Second Vice President are included as Board Officers. Volunteer leader role descriptions should be developed and put in writing. These descriptions outline the main responsibilities of the officer. Having these in written format helps to enlist volunteers, communicate the importance and role of the office, and outline expectations for volunteers.

When considering candidates for positions on the board, note that only members actively employed as in-house counsel within the chapter's service region are eligible for board leadership positions.

ACC states in its mission that we “promote diversity and inclusiveness within ACC and the in-house community as a whole.”

Chapters play an important role in this effort and we are promoting best practices that encourage nominating committees to recruit diverse volunteer leaders each year. A diverse contingent of volunteer leaders will bring new ideas, expanded networks, as well as fresh program and sponsorship ideas, and create the backbone to a strong chapter board.

We typically recommend, that the nominations committee looks at the qualification and prior engagement of candidates, but also focuses on creating a balanced board, looking at the following dimensions:

Gender
Age/Generation
Seniority level
Industry
Local/National organizations vs. multinational companies
Individual member vs. Corporate member
Local vs. expats (as applicable)

Chapters should create a Board Matrix assessing the skillset and diversity of their current Board composition and identify strategic opportunities for growth. Consider using this example.

BASIC BOARD PRINCIPLES AND REQUIREMENTS

Duty of Care - Each board member has a legal responsibility to participate actively in making decisions on behalf of the organization and to exercise his or her best judgment while doing so.
Duty of Loyalty - Each board member must put the interests of the organization before their personal and professional interests when acting on behalf of the organization in a decision-making capacity. The organization’s needs come first.
Duty of Compliance - Board members bear the legal responsibility of ensuring that the organization complies with the applicable federal, state, and local laws and adheres to its mission.

Developing & Structuring a Board/Committee Meeting Agenda

Provide a comprehensive agenda, incorporating details such as start and end times, meeting location, a list of attendees, and an outlined agenda for discussion, or action.
Additionally, consider offering the option for a virtual meeting to accommodate remote participation, adding flexibility to the meeting format. If the meeting includes a virtual component, provide clear instructions for accessing the virtual platform.
Strategically organize agenda items to enhance efficiency. Initiate discussions with topics that foster unity and collaboration within the board or committee. Prioritize mentally demanding subjects early in the session, while avoiding consecutive clusters of challenging topics. Conclude the meeting with unifying topics to leave participants with a sense of productivity and teamwork.
Maintain a balanced approach to timing by considering preferences for timed or untimed agendas. Use key times for breaks and meals as markers to convey the anticipated pace of discussions. Exercise caution to prevent overloading the agenda and allocate ample yet reasonable time for each item.
Enhance clarity by providing background information for each agenda item. Clearly specify whether an item is for discussion only, or if actionable steps are expected. Identify the individual responsible for presenting each agenda item.
Appoint the secretary (or a deputy in tehir absence) to take minutes and document action items throughout the meeting, ensuring a comprehensive record.

*Adapted and updated from "Developing & Structuring a Board/Committee Meeting Agenda" by from John F. Schlegel's, Enhancing Committee Effectiveness, p. 9.

Annual Affirmation Requirement

ACC requires that the members of chapter boards sign a conflict-of-interest statement to ensure that they conduct their personal affairs in such a manner as to avoid any possible conflict of interest with their duties and responsibilities.

Here is an example of a conflict-of-interest statement to be signed any board members:

Sample Conflict-of-interest Statement

SAMPLE VOLUNTEER LEADER ROLE DESCRIPTIONS

President

The President shall preside over all meetings of the Board.In his/her absence, a temporary presiding officer shall be elected from among the members of the Board present at the meeting.The President shall appoint the initial Chair of each functional committee of the Chapter and the Chair and all members of special committees unless it is specially provided or otherwise ordered by the Board.The President shall exercise general supervision over all of the affairs of the Chapter and ensure the Chapter's compliance with ACC's requirements for active chapters. More Details.

Vice President (or President-Elect)

The Vice President shall perform such duties as from time to time may be assigned by the Board or the President.At the request, or in the absence of the President, the Vice President shall perform the duties of the President.Upon the expiration of the President's term or the President's resignation or removal, the Vice President shall move to office of President. More Details.

Secretary

The Secretary shall keep a record of all official records, proceedings and correspondence of the Chapter and the Board.The Secretary shall send notices of meetings to the members of the Chapter or the Board, prepare ballots or execute the manner of election prescribed by the Board for the election of officers and directors.The notice shall include the names of all candidates recommended by the Nominating Committee and the members of the Chapter.The Secretary is responsible for the administrating the rules governing membership, maintaining a membership roster of the Chapter, sending necessary and required reports to the national headquarters of ACC and performing all other duties ordinarily expected of a Board Secretary. More Details.

Treasurer

The Treasurer shall perform the duties ordinarily associated with this office, including maintaining accurate records of receipts and disbursements as prescribed by ACC and prescribing those procedures to be followed by committees with respect to their finances. Monthly, the treasurer shall report on the state of the chapter's finances to the board, and annually the treasurer shall attend the required financial training held by ACC, submit the required annual financial report, submit the required annual budget. The Treasurer shall make payments only for bills properly approved by the President or the Board. Disbursements of an amount in excess of $1,000.00 shall be pre-approved by the President and Treasurer.In the absence or incapacity of the Treasurer, the power to sign checks may be delegated by the Board to one of its members. More details.

Nominations Committee

The Nominations Committee plays a pivotal role in shaping the future of your chapter. Actively seeking and identifying qualified individuals for volunteer leadership positions, the committee strives to ensure a balanced and diverse board that reflects a spectrum of skills and stakeholder perspectives. Adhering to chapter bylaws and policies, they oversee the nominations process, maintaining transparency and fairness at every step. Engaging in strategic long-term planning, the committee proactively identifies potential leaders, contributing to a seamless leadership succession. More details.

Program Committee

The Program Committee shall be comprised of at least two (2) members who shall arrange for topics, speakers and formats for various types of meetings.The Committee shall submit a program for the following year to the Board for approval prior to the beginning of the calendar year. More details.

Membership Committee

The Membership Committee shall be comprised of at least two (2) members who shall identify eligible candidates for membership through personal contact and other means to encourage those individuals to attend Chapter events and to join ACC and implement additional activities to promote membership retention.The Committee shall also develop programs or activities to showcase the resources and benefits offered by ACC, and report membership numbers to the board monthly. More details.

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