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Board Member Participation Guidelines

IMS Global Learning Consortium (IMS) Board Member Participation

The board supports the work of IMS and provides mission-based leadership and strategic governance. While day-to-day operations are led by IMS’s CEO and carried out by the IMS staff, the board-CEO relationship is crucial, and appropriate engagement of the board is both critical and expected. 

As part of a nonprofit governing authority, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. These fundamental legal duties include:

  • Duty of care: The responsibility to understand the mission, objectives, policies and initiatives of the organization and to participate actively in making decisions on behalf of the organization, exercising his or her best judgment while doing so.
  • Duty of loyalty: The responsibility to put the interests of the organization before personal and professional interests when acting on behalf of the organization.
  • Duty of obedience: The responsibility of ensuring that the organization complies with applicable federal, state, and local laws and adheres to its mission.

Beyond these three legal duties, board members also play a significant role providing guidance by contributing to the organization’s strategic focus, effectiveness, and financial sustainability, as well as serving as leaders in the IMS community and as ambassadors and advocates. 

Specific Board Member Responsibilities

  1. Participation

    1. Attend and actively participate in all board meetings. Be prepared to discuss all issues, business and agenda items.
    2. Serve on committees, task forces, and/or volunteer for special assignments when the opportunity arises. As a member of a committee, attend and actively participate in all committee meetings. 
    3. Review the monthly reports and other communications provided to Board members by the CEO and chair.
    4. Review the agenda and read supporting materials prior to board and committee meetings.
    5. Attend or send representation to relevant IMS meetings.
  2. Leadership

    1. Participate in the periodic review and revision, when appropriate, of the organization’s mission, purpose, strategic directions, and goals.
    2. Act in the best interest of the membership as a whole, supporting directions that serve all members and member types, while putting the interests of IMS’s mission before personal or professional interests. 
    3. Ensure IMS’s commitment to a board and staff that reflects the diverse membership IMS serves.
    4. Speak up to provide your support or dissent on issues and IMS initiatives discussed. Lack of dissent indicates that you will encourage your organization and others to actively support initiatives and decisions of the Board.
    5. Support and advise the chief executive as appropriate.
  3. Advocacy

    1. Know and be able to effectively articulate the mission, purpose, strategic direction, goals, and programs of IMS.
    2. Act as an ambassador for IMS, helping to establish or strengthen relationships with various constituencies with which he or she may have special connections, and occasionally representing the association by making presentations or conducting other forms of outreach.
  4. Fiduciary

    1. Participate actively in assessing IMS’s performance against its goals and objectives.
    2. Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization’s financial statements.
    3. Participate in the hiring and periodic evaluation of IMS’s chief executive.
    4. Do not disclose to any party IMS or Board confidential information and communications.
  5. Transparency

    1. Adhere to conflict of interest policy contained in the Appendix below.
    2. Report any situations that may present a conflict of interest or appearance of a conflict of interest.
    3. Disclose any business interests that may affect your ability to be impartial with respect to matters discussed by the Board.

Board Terms/Participation

Board directors serve three-year terms.

IMS board service is an uncompensated volunteer activity. Expenses incurred for board service are the responsibility of the Board member.

Serving as a board member is one of the most challenging and rewarding of volunteer assignments. While board service is an honor, it also requires a significant commitment of time. Board members can expect to dedicate time each month to IMS service, with an increase in intensity during the months board meetings are held.

The board meets in person three times a year—March, July, and December. The meetings scheduled for a full day (March and December) or for a day and a half (July). Meetings are typically held at a location at or near a hub airport, excepting the longer July meeting.  There is also a Board dinner at the annual Learning Impact conference in May/June. 

Qualifications

Serving on the IMS board is an extraordinary opportunity for an individual who is passionate about IMS’s mission and who has a track record of service and leadership. In choosing among nominees to develop the election slate, including those seeking re-election, the Nominating Committee considers candidates’ backgrounds and experiences in six areas:

  • Contributions to furthering the impact of educational and/or learning technology from an executive IT, curriculum or academic/instructional technology perspective, including serving on other boards and leadership groups;
  • Demonstrated commitment of your organization’s leadership in advocating for and supporting the mission, activities and initiatives of IMS, including track record of promulgating and recruiting support for the IMS work;
  • Contributions to and leadership of IMS activities (e.g., service on committees and working groups, initiative leadership, as well as speaking and written contributions), including future commitments;
  • Financial support for IMS sponsorships and initiatives for the benefit of all members and the public;
  • Influential strategic or operational leadership or influential innovation in educational technology;
  • Global experience and perspectives in educational technology;
  • Experience assessing and administering non-profit organization finances for organizations similar to IMS.
     

Signed:

_______________________________________Board Member

 

_______________________________________Date

 

 

 

APPENDIX A: IMS GLOBAL BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY

The purpose of this Board conflict of interest policy is to protect IMS Global’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interests of an IMS Board of Director or might result in a possible excess benefit transaction. This policy is intended to supplement, but not replace, any applicable state and federal laws governing conflicts of interest applicable to nonprofit organizations.

IMS BOARD OF DIRECTORS CONFLICT OF INTEREST POLICY

  1. All members of the Board of Directors must exercise good faith and avoid participating in any activity of the Board where there exists an actual or perceived conflict of interest. Such conflicts may exist, for example, where the Board member has a past or present relationship with an organization under consideration for a sanction for violation of IMS policies and procedures, business coordination or merger, or with a person who is employed in or closely associated with such organization.
  2. Members of the Board must discharge their duties in good faith, recognizing at all times their fiduciary duty to IMS Global.
  3. With respect to Board decisions, members of the Board who become aware of circumstances that pose an actual or potential conflict of interest must recuse themselves from the decision-making process and take no part in the discussion or the vote. If the member advises the Chair that he or she wishes to be recused from the decision-making process, the Chair will honor the Member’s decision, and the recusal will be noted in the minutes.
  4. Members of the Board shall not use their position on the Board or information obtained as a result of their service on the Board to obtain financial gain or advantage for their organization, themselves or members of their family or business associates.
  5. Members of the Board shall not disclose any confidential or proprietary information.
  6. Any member of the Board who becomes aware of circumstances that he or she believes pose a conflict of interest for another Board member should:
    1. Discuss the issue with the Member;
    2. If the issue is not resolved to the satisfaction of both parties, inform the Chair of the underlying facts and her or his assessment of the appropriate resolution of the potential or actual conflict;
    3. If the issue is not resolved to the satisfaction of all parties, the Chair presents the issue to the Board for decision.
  7. If the Board determines that there is an actual or potential conflict of interest, the Member will be recused from all discussion and decision-making in the matter. The minutes will reflect a decision to recuse at any step in the process and will reflect any Board decisions not to recuse.
  8. With respect to any other matter involving a fiduciary duty to the Board, the Member shall disclose the matter to the Chair, who may request additional information from the member. The Chair may refer the matter to the full Board which shall have the final decision and may prescribe any reasonable corrective action.