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Board authority and responsibility

The authority of the Board is defined by the bylaws. The following summarizes the basis in the bylaws for the authority and responsibilities of the Board, and processes by which it leads the Society.
Introduction
As formal representative body, the Board members are delegated to "advance the practice of consulting soil scientists" ( See Bylaws IX.A.1.). In this regard, NSCSS is ever vigilant, looking for those Board member candidates who can represent the divers aspects of our practice. NSCSS relies on Board members to circulate among the membership, to welcome and engage them, and to cultivate their leadership potential. Our past success as a Society has been highly dependent on this effort, which in turn has been highly dependent on the success of our Annual Meetings in drawing attendance of consulting soil scientists with leadership accumen. In this effort, we wish you great success.
Board of Directors Authority
See especially Bylaws IX.A.1.
1) Approve budget, including
-a) Direct investment and care of the funds of the Society
-b) Make appropriations for specific purposes
2) Set dues (Bylaws V.A.1): takes 2/3 of voting power of Board.
3) Levy special assessments.
- See Bylaws V.A.2.a: requires 2/3 of voting power of Board.
- Special assessments are levied on regular members only. See Bylaws V.A.2.b.
4) Adopt Rules of Policy and Procedure. These may be amended by the vote of a simple majority of the Executive Committee. The Executive Secretary shall notify the Directors of any amendments. See Bylaws VI.G.
5) Act upon applications for membership. See Bylaws IX.A.1. Delegated, but authority remains.
6) Receive a report on all Executive Committee actions. See Bylaws IX.A.2.
7) Elect Board chairman. Two year term. Presides as such after the close of old business during the annual meeting of the Society and shall serve until a successor is elected. See Bylaws X.B.3.
8) Select Nominating Committee members. See Bylaws XI.A.2.
9) Initiate Bylaws amendments. See Bylaws XII.A.1.
10) Approve amendments to the bylaws. See Bylaws XII.A.4.: requires 2/3 of voting power of Board.
11) Regulate and manage the Board of Examiners. See Bylaws XIV.A.1. The Board holds "ultimate authority over and responsibility for the Board of Examiners."
12) Appoint Board of Examiners. See Bylaws XIV.A.3.: Each year the Board elects one RPSS member to the Board of Examiners.
Director Individual Responsibilities
1) Fiduciary responsibility. See Bylaws IX.A.1.
2) To "fulfill the purpose of and manage the affairs of the Society" and "take measures to advance the practice of consulting soil scientists and the interests of the Society". See Bylaws IX.A.1.
3) Dues must be kept current to maintain voting eligibility.
4) Meet definition of consulting soil scientists. See Bylaws I.F.
5) Attend annual meetings. While attendance at the annual Board meeting can be done by teleconference, physical presence is particularly valued.
- Newly elected directors are seated at the "continued" Board meeting, typically starting on Friday afternoon, after the annual business meeting of the membership. This meeting approves the budget for the coming year. It can last into the evening.
- Directors who miss two consecutive meetings (or three total during their term) are removed. See Bylaws VI.A.5.
- Directors may vote by written proxy to another Director. See Bylaws VI.B.3.
6) Attend a Summer Board meeting. This is either a physical meeting or teleconference at a time and place determined by the Board of Directors. See Bylaws X.
7) Additional special meetings and teleconferences may be held as determined by the Board. Special meetings may also be initiated by petition signed by at least five (5) Directors. At least 30 days' notice of any such meeting shall be given by the Executive Secretary to members of the Board. Notice of a special meeting and teleconferences shall state its purpose, and no other business shall be considered. The notice requirement may be waived by unanimous vote of the Board of Directors. See Bylaws X.
Process Requirements
1) Voting.
-a) Simple majority (>1/2) of the votes cast shall normally constitute action of the Board. See Bylaws VI.F.
Note: There are three (3) exceptions to the majority requirement, and each of these exceptions requires instead a 2/3 majority:
--i) Changing dues per Bylaws V.A.1.,
--ii) Assessments per Bylaws V.A.2.a.,
--iii) Adopting changes to the Bylaws per XII.A.4.
-b) Each Director has voting power of one vote. See Bylaws VI.B.1.
-c) Votes are expressed orally by unchallenged voice votes or by roll call. See Bylaws VI.B.2.
-d) Voting by proxy is allowed. See See Bylaws VI.B.3. Note that proxy doesn't count as attendance for quorum. It still counts as a "missed" meeting under VI.A.5.
-e) Email and teleconference voting is accommodated. See Bylaws VI.E.
-f) Voting by written ballot is accommodated. See Bylaws VI.F.
2) Determining a Quorum
-a) "Voting eligibility shall be determined by the Executive Secretary immediately prior to each Board of Directors meeting and shall be announced by the Executive Secretary at the opening business session of each meeting. Dues must be paid by each Director prior to the opening of new business during the annual meeting of each year in order to qualify each Director to be seated or counted during voting." (see Bylaws VI.C.)
-b) "The presence of a majority of the Board of Directors and the voting power in person, and not by proxy, shall constitute a quorum for the transaction of business." (see Bylaws VI.D.)

Board Manual
A Board Manual seems like a grand idea. Discuss at http://www.nscss.org/content/idea-board-manual
Moved discussion to forum 3/14/2010