Board of Directors

Board of Directors

Summary: The Board of Directors (BOD) has authority and responsibility for the governance of ILTA. The Board establishes policy and monitors implementation of policy by ILTA’s staff under the direction of the Executive Director. The BOD does not manage the business affairs of the organization, but may be called upon by the Executive Director for review of particular business matter decisions as warranted.

Number and Qualifications:  Pursuant to the bylaws, the authorized number of Directors shall be seven (7).

Composition of the Board: The BOD comprises the President; the Executive Vice President; the Secretary; the Treasurer; and three Directors who serve in positions designated by the Board.

Term: If duly elected, Directors may serve for up to three (3) consecutive two-year terms. Hereafter, there must be an interval of at least two (2) years between such consecutive terms before another term (or up to three consecutive terms) may begin. Each Director, including a Director appointed to fill a vacancy or elected at a special meeting of the corporation, shall hold office until expiration of the term for which he or she was elected or until the expiration of the term of the Director for whose vacancy an appointment was made and until a successor has been elected and qualified.

Compensation: Directors, other than the Executive Director, do not receive compensation for their services but may be reimbursed for expenses.

Board Member's Fiduciary Responsibilities: Members of the Board of Directors are the fiduciaries who steer the organization toward a sustainable future by adopting sound, ethical and legal governance and financial management policies and who ensure ILTA has adequate resources to advance its mission. The Board is tasked with setting the vision for the organization and providing the governance and oversight required to realize that vision. These governance principles make Board service fundamentally different from all other volunteer leadership roles.

Duty of Care
Exercise sound business judgment at all times
Observe due diligence in decision making

Duty of Loyalty
Avoid conflicts of interest

Duty of Obedience
Be faithful to the mission and strategic goals of the organization
Conform practices to the governing documents

These legal/fiduciary duties provide the framework for specific behaviors. Board member must:
  • Conform to state and federal laws
  • Guard against use of the organization assets or one's role for personal gain
  • Observe strict confidentiality of documents and discussions
  • Meet the financial obligations of Board service

What Board Service Entails

The Board has specific responsibilities to set the strategic goals and direction for the organization, leaving management of the business affairs of the organization to the Executive Director. To ensure sustainability and success of the association, generative dialog at the Board table is critical. Different points of view and the capacity to express them articulately and with passion are key to a vibrant future.

ILTA's Board is a "consensus Board," meaning that open discussion and input facilitate a process to move a majority to favor or disfavor a proposal or recommendation. "Consensus" does not mean that all are in agreement; however, once a plan has been agreed to by the Board, each Board member has a responsibility to support the goals that have been set forth.

There are specific actions and behaviors required of all Board members:
  • Attend and actively participate in Board meetings and conference calls, providing quality input on policies that serve the mission and purpose of the organization and its long-range plans, always seeking input from staff, volunteer leaders and members
    • There are four face-to-face meetings each year (usually in August, November, March and June)
    • There are monthly teleconferences
    • There may be special or ad hoc meetings called if circumstances warrant
  • Oversee the fiscal and legal accountability of the organization
  • Review and approve a yearly operating budget and associated plans as appropriate
  • Serve as an ambassador for the organization, attending events and acting as an advocate for the programs and services offered
  • Provide quality leadership capable of carrying out Board responsibilities through the recruitment and training of new organizational leadership
  • Ensure the integrity and honesty of the workings of the Board by:
    • Adhering to the standards of conduct documents in the Board of Directors Professional Code of Conduct;
    • Observing and, when appropriate, amending the bylaws, election and rotation of officers, and well-functioning committees; self-monitoring regarding conflict of interest issues; and acting with a primary dedication to the mission of the organization.

Criteria for Board Service

To be considered for Board service, an individual must meet the following minimum requirements:
  • Employed by a voting member entity in good standing
  • Commitment to participate in Board election process and, if elected, in-person meetings and conference calls as well as a formal orientation session
  • Previous experience as a contributor and/or volunteer within the ILTA community
The requirements noted above set the minimum threshold someone must meet in order to be invited to participate in the Board election process. There is much more expected of qualified candidates than these three basic criteria.

Following is a list of the knowledge, skills and attributes expected of a qualified Board member. Individual candidates will exhibit different combinations of these criteria and in varying degrees. The ultimate goal of the Board election process is to create a team of seven individuals whose combined characteristics make them the best team and well-suited to lead the organization together.
Knowledge
An effective Board member should demonstrate a solid understanding of the concepts and information critical to executing the role effectively through awareness of and/or experience in the following areas:

  • Knowledge of ILTA’s membership model and volunteer structure as well as the breadth of networking and educational opportunities provided by the organization
  • Understanding of the roles and responsibilities required of Board service including governance principles and the knowledge, skills and attributes expected of a Board member
  • Familiarity with the various stakeholder groups that make up the ILTA community including members, individual participants, vendors, and other associations and an awareness of how each contributes to and consumes ILTA’s products and services
  • Understanding of legal technology, market conditions and/or industry trends and their impact on ILTA’s members, especially within law firms and legal departments, as well as within the organization itself
  • Experience serving as an effective contributor, working with peers and/or ILTA’s professional staff
  • Financial literacy and business acumen including an understanding of the organization’s financial position and the Board’s fiduciary responsibilities in this area
  • Experience delivering and/or supporting products or services related to leveraging technology in the legal profession
Skills
An effective Board member should possess the following capabilities in order to execute the role effectively:

  • Think strategically about the current and evolving role of ILTA with regard to its membership and the broader legal community, challenging the status quo when appropriate
  • Differentiate between the oversight and strategic functions of the Board and the supervisory and execution functions of the professional staff and volunteers
  • Focus on setting the strategic direction of the organization and delegate the day-to-day management and execution of that strategy to the appropriate professional staff and volunteer leaders
  • Share and accept feedback with an eye toward contributing to the professional development of the individual, performance of the team and betterment of the organization
  • Mentor and/or coach peers and contribute to the development of future leaders of the organization
  • Work as part of a team to build consensus around strategic decisions and ultimately serve as an advocate for those decisions among the membership and broader community
  • Communicate in a manner that is consistent with the requirements of the situation and effectively reaches the intended audience
  • Engage respectfully with others with differing perspectives, opinions and backgrounds in a way that encourages productive dialog
  • Exercise sound judgment, act with discretion and maintain confidentiality, especially when dealing with potentially sensitive and/or controversial issues
Attributes
An effective Board member should possess the following qualities and traits that will contribute to the individual’s ability to effectively execute the responsibilities required of the role:

  • Demonstration of professionalism, integrity and the highest ethical standards and compliance with ILTA’s Professional Code of Conduct
  • Embodiment of ILTA’s core values and mission in both professional and volunteer interactions
  • Sense of service that places what is best for the organization and its members above any personal agenda or bias
  • Commitment to fully participate in Board activities including scheduled calls, in-person meetings and specific assignments
  • Passion for the on-going success of the organization, its members and the broader community

Evaluation

Candidates for Board service will be evaluated by the Talent Council in the context of the knowledge, skills and attributes described, with the goal of identifying a team that, together, is the best fit for the organization. These qualifications will not be viewed as a checklist to qualify or disqualify candidates as “good enough.” Rather, they describe the characteristics of high-performing Board members, which individual candidates will demonstrate in varying degrees.

This evaluation process is inherently subjective, as each candidate will offer a different combination of experience, talents, strengths and weaknesses that must be taken into account as a whole in order to recommend the best combination of candidates for the slate. The qualifications defined above, as well as any tools or forms developed by the Talent Council to aid their deliberations, should contribute to the consistency and relative transparency of this process.

The Talent Council will approach the evaluation stage of the process armed with a more complete picture of what each candidate may bring to the Board. Like the NomComms of the past, the Talent Council will take into account information gathered from the candidates in the form of written questionnaires and interviews, as well as feedback from the professional staff. In addition, the Talent Council will actively seek input from other volunteers who have worked side-by-side with candidates, as well as incorporate input offered directly by members throughout the year, not limited to the official election cycle. The additional insights from volunteers and members along with the staff feedback and candidates’ own words will allow the Talent Council to more thoroughly evaluate each candidate.