Board Director Responsibilities PDF Download
Board Director Responsibilities
The following are the responsibilities of all acting Directors of the Science Atlantic Board. This
includes Directors who hold statutory positions on the Board, including Chair, Chair-Elect, Past
Chair, Treasurer, and Directors-at-Large.
Attend Board Meetings and Serve on Committees
To be a strong contributor to the Board, it is critical that Directors maximize their Board meeting
attendance. In order to contribute to decisions in a meaningful way, Directors need to be
present at meetings so that they can fully understand discussions surrounding key decisions
and ongoing issues.
It is expected that Directors will aim to attend at least 75% of Board meetings (six of eight
meetings annually). When unable to attend, the Director should ensure prompt communication
to the Chair in advance and read all related minutes to ensure they are up-to-date on Board
affairs.
Be Prepared
Directors should read the Board package in advance of meetings (agenda, minutes, reports,
etc.) and be familiar with other key Board and organizational documents (Board Charter, bylaws,
Annual Priorities document, financial statements, etc.).
Speak with One Voice
Once due process has occurred and a Board decision is made, all Directors should support the
final decision of the Board. Directors can ask that decisions be reviewed if they believe that the
decision was made without all the necessary information or due process.
Respect Various Perspectives
Directors should respectfully allow for fair consideration to opposing viewpoints.
Adhere to the Code of Conduct
Directors must adhere to all elements of the Code of Conduct. This includes supporting the
mission of Science Atlantic, contributing to Board discussions, maintaining confidentiality of
information, and avoiding or disclosing any conflict of interest.
Board Director Positions
Unless otherwise specified by the Board (which may, subject to the Act modify, restrict or
supplement such duties and powers), the offices of Science Atlantic, if designated and if
Officers are appointed, shall have the following duties and powers associated with their
positions:
Board Chair
The Chair of the Board shall be a Director. The Chair of the Board shall, when present, preside
at all meetings of the Board of Directors. The Chair shall have such other duties and powers as
the Board may specify.
Accountability
The Chair serves and is accountable to the Board of Directors of Science Atlantic.
Authority
The Chair has no formal authority to direct the Board or the affairs of Science Atlantic, unless
otherwise authorized. Like other Board Directors, the Chair is entitled to make motions and vote
on matters before Science Atlantic. The Chair may not, on behalf of Science Atlantic, enter into
contracts without the knowledge and approval of the Board and/or the Executive Committee of
the Board (including the Executive Director).
Time Commitment
Approximately 5-10 hours per month, as needed (ex-officio member on sub-committees, Board
meetings, preparing for Board meetings, attending special events).
Term of Office
Two-year term, renewable once.
Responsibility
The Chair is, first and foremost, responsible for the effective functioning of the Board in its role
of governing Science Atlantic.
Primary Responsibilities:
● Participate in the preparation of the Board’s meeting agenda.
● Chair all meetings of the Board.
● Review meeting minutes.
● Enforce rules of conduct as they apply to the Board and its individual Directors.
● Coach Directors of the Board.
● Ensure there is a process to evaluate the effectiveness of the Board.
● Serve as spokesperson, together with the Executive Director, for Science Atlantic.
● Ensure full and timely communication with Directors of the Board.
● Ensure the effectiveness of governing committees.
● Prepare for and chair the Annual Members’ Meeting (AMM).
● Prepare an annual statement from the Board (Board or governance report) for
presentation at the AMM and inclusion in the annual report.
● Act as a signing officer for Science Atlantic documents.
● Fulfill the other general responsibilities required of every Board Director, outlined above.
Secondary Responsibilities:
The Chair may, with greater regularity than other Directors of the Board:
● Prepare recommendations for Board consideration.
● Prepare recommendations to the Directors for changes to by-laws.
● Be available to the Executive Director for consultation purposes.
● Represent Science Atlantic at community meetings and events.
Other duties
Recognizing that the Chair’s role is a voluntary one, the Board may formally authorize the Chair
to take on additional duties only if they do not interfere with any of the above.
Ex-officio Status
To ensure effective communication, the Chair will be an ex-officio member of all governance
committees and may attend their meetings when needed.
Qualifications
The Chair must have:
● A commitment to, and a clear understanding of the mission of Science Atlantic.
● Knowledge of meeting procedures, governance policies and by-laws of Science Atlantic.
● Sufficient time to devote to his/her primary duties (approximately 5-10 hours a month).
Development and Evaluation
The Chair shall regularly consult the Board on their expectations of the Chair’s role and assess
his/her strengths and areas for improved effectiveness.
Removal of Chair
The Chair may be removed from the position according to the Removal of Officers or Directors
Policy.