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Constituting the Board
This is the second in a multi-part series on how I would approach the establishment of a Domain Name Association. I must say that the feedback has been fantastic to date and that the discussion has been really valuable. I would encourage everyone to take part in the discussion.
The role of the board is to monitor the progress of the association so that it is in line with the guiding principles and vision. The following diagram illustrates the position of the board with respect to the principles and membership.
The board has 3 primary responsibilities:
1. Financial prudence and good governance to ensure that the organisation is solvent.
2. Fulfilling the vision via policies that benefit the different membership classes (more on this later).
3. Empower the executive with the necessary resources to meet the policy objectives
Members of the board may be part of a subcommittee that is involved in management tasks but when they report back to the board they need to act as directors.
In board meetings all directors of the association have a fiduciary responsibility to leave their external objectives (ie. personal and possible employer) and to work for the betterment of the association. This means that at times individuals may find themselves in a conflict of objectives. If this is the case the director will need to notify the board of a possible conflict and have it minuted that they have excused themselves from future deliberations on that particular issue. Typically, this will also involve the individual leaving the board meeting physical for a short time.
Issues such as the one above will need to be addressed as a part of the code of conduct that each and every director would need to sign prior to becoming a director.
Board Structure
Other than the CEO all board positions are for a maximum term of 2 years. Any director can serve for a maximum of 3 consecutive terms (ie. a total of 6 years) prior to having to rotate off the board. After being off the board for a term they may then offer their candidacy for election. This will then force a rotation in the board and ensure that fresh ideas are constantly being brought forward by new directors.
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