ESA Governing Board Roles and Responsibilities

Elected Officer Position Descriptions

General Guidelines

• All members of the Governing Board share a collective responsibility for ESA. (See below.)
  • The officers—presidents, Vice President for Finance, and Secretary—have additional leadership duties, primarily related to specific committees. 
  • The officers work with the Governance and Leadership Committee on committee assignments. 
  • Officers do not have the authority to make financial commitments on behalf of ESA, unless specified in the annual budget or otherwise approved by the Governing Board.

Collective Board Responsibilities

• Set direction by
  • formulating the mission and providing a strong vision for the organization; and
  • establishing the goals of the Society, and then delegating the details of accomplishing these goals to volunteers, the Executive Director, and by extension the professional staff.

• Ensure adequate resources by
  • providing and helping to identify the external resources necessary to accomplish these goals; and
  • hiring a single employee, the Executive Director, who is tasked with advancing the mission and achieving the goals set by the Governing Board (ESA staff are hired and supervised by the Executive Director).
    

• Provide oversight by
  • assessing the Society’s progress in reaching goals established by the Governing Board (If the Governing Board thinks something is not functioning optimally or goals are not being achieved, it should use the oversight function of the Executive Director to ask tough questions and hold the Executive Director accountable. The Governing Board should not move into an operational or management role as a body.);
  • evaluating financial policies, approving the annual budget, and reviewing periodic financial reports;
  • exercising its legal responsibility for the Society, and ensuring compliance with federal and state regulations; and
  • supporting, evaluating, and, as necessary, terminating the Executive Director. An extensive performance review process is carried out by the President, Past President, and two other Governing Board members each year.
    
• Managing itself and ESA’s governance system by
  • orienting new Governing Board members, and assessing Governing Board performance; and
  • maintaining up-to-date governance structures, policies, and procedures related to elections and to Council, committees, sections, and chapters.

For additional reference, see the Bylaws

Additional Functions: According to ESA Bylaws and other operating policies and procedures, the Governing Board is also responsible for:

Membership	Determining classes of membership and terminates individual memberships Acting on recommendations from the Professional Ethics Committee related to ethical misconduct
Finances	Approving the budget and annual dues
Annual Meeting	Designating the time and place of Annual Meeting
Governing Board	Filling vacancies on the Governing Board between elections Establishing Election Procedures
Committees	Commissioning, charging, and dissolving standing committees and ad hoc committees and task forces Establishing and maintaining the Committee Leadership Manual and other operating guidelines Approving the chairs of Board Committees Receiving and, as needed, acting on annual reports from Officers and Committees
Council, Sections & Chapters	Communicating and collaborating with Council as a forum for member participation in governance and strategy Establishing and maintaining a Section & Chapter Chairs Manual and other operating guidelines Approving Section and Chapter Bylaws and operating protocols
Publications	Appointing the Editors-in-Chief, and establishing guidelines for the Publications Committee to evaluate the Editors-in-Chief
Certification	Approving policies and procedures related to certification, and reviewing and deciding appeals of those denied certification
Awards	Approving awards, grants, and fellowships
Bylaws	Proposing or evaluating petitions to change the Bylaws Adopting, amending, or repealing the Bylaws, subject to Council approval

 

Expectations of Individual Governing Board Members

All members of the Governing Board are expected to fulfill the following requirements:

• Be informed regarding the business of the Society and exercise independent judgment for the benefit of the organization.
• Participate in all scheduled meetings of the Board, in-person and electronically. In order to prevent financial duress for Governing Board members, support for travel is provided as outlined in the Meeting Travel & Reimbursement Policy.
• Be familiar with the Bylaws and other governance policies and procedures of the Society, adhere to the content of these documents, and act accordingly. 
• Disclose any conflicts of interest. Conflicts are not inherently bad, but they must be openly disclosed. Governing Board members will be reminded of the policy at the beginning of each meeting, and the Conflict of Interest Policy Agreement Form must be signed each year.
• Maintain confidentiality. Confidentiality permits creation of a climate of trust, which ensures that all Governing Board members feel comfortable sharing their opinions.

• • • The deliberations of the Board must remain confidential, unless the Governing Board specifically decides otherwise. This includes the specific statements and opinions of Governing Board members.
    • The decisions of the Board, are not confidential. Minutes of the meetings, prepared by the Secretary, are made publicly available (published in the ESA Bulletin) and represent the only official public record of meetings of the Board.
    • The content of executive sessions is explicitly confidential, except for the outcome of any votes as documented by the Secretary in the minutes. The expectation of confidentiality remains during non-executive sessions.
    • Note: In the case of legal action taken against the Society, personal notes, emails, and communications of Governing Board members could be subpoenaed. This should be taken into account when documenting or communicating Governing Board activities and decisions.
• Be a team player yet maintain their independent thoughts and opinions. Maintain civility during governance discussions. Support the actions of the Governing Board. While each Governing Board member has a vote, once the vote is taken, all members must all support the final decision to ensure the success of the ESA.
• Support the Executive Director.
• Be responsive to and represent the members. Exhibit a passion for the mission of the Society and care and concern for the needs of the community the Society serves.

Responsibilities of Presidents

President

• Serve as primary spokesperson for the Society in collaboration with the Executive Director
• Chair the Governing Board
• Committees
  • For Board Committees with only Board members:
    • Nominate Board Committee chairs, in consultation with the Past President and President-elect, subject to Governing Board approval
    • Appoint committee members in consultation with the committee chair
  • For Board Committees with Board and non-board members:
    • Appoint Board Committee chairs, in consultation with the Past President and President-elect
    • Appoint committee members in consultation with the committee chair
  • For program and administrative committees:
    • Appoint committee chairs based on nominations from the Governance and Leadership Committee
    • Appoint committee members in consultation with the committee chairs and Governance and Leadership Committee
  • Appoint ad hoc committees or task forces, subject to Governing Board approval, including—when needed—Transition & Search Committee for Executive Director (See also Transition Plans for ESA)
  • Serve as non-voting, ex-officio member of all standing committees
  • Serve as a voting member of the Executive Review & Compensation Committee
• Serve as a non-voting, ex-officio member of Council and the Council Leadership Team
• Receive reports from whistleblowers and coordinate investigations, and receive and investigate complaints of ethical or sexual harassment concerning the Executive Director (See also Whistleblower Protection Policy)

President-elect

• Assume duties of the President if President is not able to do so
• Chair the Governing Board if President is not able to do so
• Serve on the Finance Committee, Nominations Committee and possibly the Governance and Leadership Committee

Past President

• Assume duties of the President if the President and President-elect are unable to do so
• Chair the Governing Board if the President and President-elect are unable to do so
• Chair the Nominations Committee and Executive Review & Compensation Committee
• Possibly serve on the Governance and Leadership Committee

Responsibilities of the Vice President for Finance

In collaboration with the Executive Director and Chief Financial Officer:

• Develop fiscal and investment policy
• Review annual budget
• Conduct long-term fiscal planning
• Oversee business, finances, and management of Society
• Chair the Finance Committee

Responsibilities of the Secretary

• In collaboration with the Executive Director, keep records of meetings, policies, and procedures related to the Governing Board and Council
• Oversee election process upon completion of the work of the Nominations Committee and any other authorized ballots (See also Nominations & Elections Manual)
• Maintain familiarity with the Bylaws and Policies & Procedures Handbook (See also Bylaws and Policies & Procedures Handbook)
• Chair the Teller’s Committee
• Serve on the Governance and Leadership Committee
• Serve as a non-voting, ex-officio member of Council and the Council Leadership Team

Responsibilities of the Board of Professional Certification

The primary objectives of the Society’s certification program are serving the needs of ecologists who wish to establish and validate their credentials in the context of their ecological activities; guiding biologists, government agencies, courts and the public in defining minimum standards of education and experience for professional ecologists, and of encouraging all practicing ecologists to meet such standards; creating and maintaining public confidence in the advice and opinions of certified ecologists as educated and experienced professionals; and assisting the public in identifying ecologists.

The certification program is administered by the Board of Professional Certification, which is responsible for:

• Providing the program with the guidance and oversight of professional scientists from a variety of career fields—practitioners, academics, educators and others
• Establishing a procedure for critical peer evaluation based upon defined minimum education, experience and ethical standards
• Evaluating the merits of providers of continuing education units (CEU) based on scientific and professional content for rigor and suitability to the professional development needs of professional ecologists
• Reviewing and approving applications for certifications, including verifying completion of CEU requirements
• Censuring, suspending, and revoking certifications