Board of Directors

Summary: The Board of Directors (BOD) has specific responsibilities to set goals and direction for the organization. They do 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.

Directors: The 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.

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.

Duties and Responsibilities of Board Members

All Director Positions:
• Oversee the fiscal and legal accountability of the organization 
• Review and approve a yearly plan of operations and operating budget 
• Serve as an ambassador for the organization, attending events and acting as an advocate for the programs and services offered 
• Attend and 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, in conjunction with staff, officer and member input 
• Provide quality leadership capable of carrying out board responsibilities through the recruitment and training of new board members 
• Ensure the integrity and honesty of the workings of the board by:  
            - adhering to standards of conduct; 
            - observing and, when appropriate, amending the bylaws, election and rotation of officers
            - self-monitoring regarding conflict of interest issues; and 
            - acting with a primary dedication to the mission of the organization
• Inspire volunteer leaders to attain goals and pursue excellence; Identify opportunities for improvement and make constructive suggestions for change 
• Consistently acknowledge volunteer leader’s contributions; Motivate volunteers to work together in the most efficient manner; Mitigate conflict and communication problems 
• Challenge volunteers to develop as leaders while serving as a role model and mentor

Fiduciary Responsibilities:
Board members serve in a fiduciary role. They are to represent, to the best of their ability, not only any membership segment that elected them, but also the membership as a whole and the organization itself. All of that is senior in importance and obligation to one's own (or one's employer's) self-interest. Specifically, board members are charged with these obligations:

Legal Obligations: 
• Operate in accordance with the organization's mission and bylaws 
• Conform to state and federal laws 
• Guard against use of the organization by board members for personal gain 
• Recognize the importance of confidentiality of documents and discussions

Financial Obligations: 
• Provide fiscal oversight 
• Review annual operating budget

Board Legal Responsibilities:
• Duty of Care 
        • Good business judgment at all times 
        • Due diligence in decision making 
• Duty of Loyalty 
        • Avoid conflicts of interest 
• Duty of Obedience 
        • Faithful to the mission and goals
        • Adherence to governing documents

Boards set the strategic direction of the association and review/modify the overall mission and goals. Different points of view and the capacity to express them articulately and with passion are fundamental to a vibrant future. Once a plan has been agreed to by a board, that board has a responsibility to support the goals that have been set forth.

Attending Board Meetings:
• Four face-to-face meetings each year (usually in August, November, March and June) 
• Monthly teleconferences 
• Special or ad hoc meetings called if circumstances warrant

Recruiting Future Leaders: 
• A responsibility of board members is to identify and mentor future leaders

Recruiting Members: 
• Board members should serve as an ambassador for the organization 
• Board members should attend ILTA regional and peer group events, seeking out and soliciting new membership when appropriate 
• Board members should work with other officers and staff in educating active members about the benefits of ILTA membership in order to retain members 

What Are the Criteria for Board Service?
Anyone whose name appears on our ballot must be qualified to lead the organization. The objective and subjective criteria used by the Nominating Committee to determine a candidate's qualifications are:

Objective Criteria: 
• Prior service as an officer of the corporation
• Adherence to organizational requirements while serving in the prior position 
• Good attendance record for all conference calls and meetings while serving in the prior position 
• "Presence" in the organization through any of the following: contributions in publications, posting on e-groups, speaking at meetings, on webinars or at the annual conference 
• Regular attendance at the annual conference, regional events and/or webinars provided by the organization 
• Agreement to attend all orientation meetings for nominees 
• Agreement to read and acknowledge an understanding of the duties of directorship 
• Agreement by employing firm or company to support the candidate 

Subjective Criteria: 
• Professional demeanor 
• Ability to work within a goal-oriented, results driventeam 
• Ability to convey ideas with respectfulness 
• Respect for protocol and history of the organization 
• Ability to put aside personal objectives in deference to the needs of the membership 
• Ability to provide leadership and strategic direction for the organization

Desired Skills and Experiences
The desired skills and experiences listed below will be utilized by the Nominating Committee to assist with the selection of candidates for board elections:
 
Individual Skills:
• Leadership
• Strategic thinking
• Interpersonal communication
• Positive influence
• Loyalty
• Business acumen
• Fiduciary responsibility
• Interviewing (may be required to interview candidates for various officer roles)

Collective Skills: 
• Prior service as an ILTA leader 
• Global mindset 
• Financial (business) experience
• Governance knowledge and experience 
• Strategic planning experience

Glossary of Terms:
Business Acumen. Demonstrated knowledge of sound business practices; ability to make an insightful assessment of the external business landscape with the keen awareness of how success can be achieved — and then monitoring execution of the strategy to deliver the desired results.

Fiduciary Responsibility. Duties of due care, loyalty and acting in good faith.

Financial Experience. Demonstrated experience in financial principles and analysis (ability to approve a budget; experience in reading financial statements).

Global Mindset. An approach which is open to universal concepts and implications of decisions on a global scale.

Influence. Demonstrated ability to inspire, influence and develop others while managing conflict.

Leadership. Ability to lead; viewed by others as leader; excellent reputation in the community; self-awareness –– the ability to read one's emotions and recognize their impact while using gut feelings to guide decisions; self-management –– involves controlling one's emotions and impulses and adapting to changing circumstances.

Loyalty. Acting in the best interests of ILTA and its members rather than one’s personal interest.

Personal Communication Skills. Demonstrated strong verbal and written communication skills; the ability to sense, understand, and react to other's emotions while comprehending social networks. Experience in organization and group dynamics.

Strategic Thinking. Strategic approach to finding and developing unique opportunities to drive value; understanding of fundamental drivers of business and vigorously challenging conventional thinking about them.

Governance Knowledge and Experience. Knowledge of the principles of good governance; specific knowledge of ILTA’s governance structure and documents.

Strategic Planning Experience. Evidence of knowledge of a board’s role in strategic planning; experience in approving strategic direction consistent with the mission and vision of the organization and ensuring accountability that the plan is executed well as defined by pre-determined measures of success.