Board Responsibilities

Tenn-Share Board of Directors Position Descriptions

Short Version     

Long Version


Board Nominee Qualifications
  • Represent a library, museum, archive or information provider that is a member of Tenn-Share.
  • Understand and accept the duty of loyalty and duty of care that attends the role of director of a nonprofit organization under Tennessee law.
  • Ability to attend Board meetings at least 3 times per year in the Middle Tennessee area, preferably face-to-face.  
  • Ability to serve on committees.
  • Ability to participate in programs sponsored by Tenn-Share, such as DataFest, the Fall Conference and programs at TLA Annual Conference.

Board of Directors

  • 17 members - 16 elected: three members each for the academic, public, and school library types; two members representing special libraries; and a State Library representative
  • Calendar year, 2 year terms
  • 5 Executive Committee members (President, Vice-President, Treasurer, Secretary, Past President)

     

    Responsibilities for all Board members:

    • Attend Board member orientation during the first meeting of the year.

    • Attend all meetings.  Members will be dismissed after three missed meetings.

    • Be informed about Tenn-Share’s programs, policies and services and share that information with other libraries.

    • Uphold the individual legal responsibilities of directors of non-profit boards.

    • Assist the board in carrying out its fiduciary responsibilities by understanding the overall financial status of the organization.  

    • Pay for expenses related to attendance at meetings and events.

    President

    Responsibilities:

    • Preside in meetings of the Board of Directors and the Executive Committee, and participate as a member of the Finance Committee.

    • Participate in Board member orientation.

    • Plan, lead, and direct the work of the organization.

    • Prepare the agenda, and preside over all meetings and conferences.

    • As part of the Executive Committee, evaluate the Executive Director on an annual basis and make salary and benefit recommendations to the Board of Directors.   

    • Approve exceptional expenditures and staff reimbursements.

    • Authenticate by signature, when necessary, all acts, orders, and proceedings of the organization.

    • Appoint committee chairs.

    • Represent Tenn-Share as a member of the Tennessee Advisory Council on Libraries (TACoL).

    • Select a volunteer, in consultation with the ED, to receive the Deanna Nipp-Kientz memorial award.

    Vice President/President Elect

    Responsibilities:

    • Serve as President should the President leave office.

    • Represent Tenn-Share on Tennessee Library Association Legislative Committee for TLA Legislative Day.

    • Participate as a member of the Board of Directors, the Executive Committee and the Finance Committee.

    • Chair the Fall Conference Planning Committee and orchestrate the planning, conduct, and evaluation of the annual Fall Conference. This work is carried out in concert with the President, the Executive Director, and the Board.

    • Prepare a written report on the annual conference to be published on the listserv and website.

    Secretary

    Responsibilities:

    • Participate as a member of the Board of Directors, the Executive Committee and the Finance Committee.

    • Keep minutes of all actions taken by the Tenn-Share Board and the Executive Committee.

    • Distribute a draft of minutes to the Executive Committee within ten (10 days) of the meetings.

    • Following review by the Executive Committee (within ten days of distribution to that committee), distribute the minutes to the Board, committee chairs, the Web Committee chairs, and any other meeting attendees.

    Treasurer

    Responsibilities:

    • Participate as a member of the Board of Directors and the Executive Committee, and chair of the Finance Committee.

    • Provide a monthly summary of profits and losses to the Executive Committee.

    • Provide current Treasurer’s Report at all Board Meetings and upon committee or officer request.

    • With the Executive Director and Business Manager, prepare annual budget of projected income and expenses for approval by the Finance Committee and the Board at the annual June Board meeting.

    • Keep financial records in a timely and thorough manner.

       

    Library Type Reps

    Serve on the Membership Committee.

     

    Long Version

    From the Tenn-Share Procedures Manual (September 2016)

    Board of Directors

    Role:  

    To direct the affairs of Tenn-Share, decide all matters of official policy and represent specific types of libraries throughout the state.  There are 17 members of the board, 16 of whom are elected and who serve 2 year terms.  There are five Executive Committee members (President, Vice-President, Treasurer, Secretary, Past President); three members each for the academic, public, and school library types; two members representing special libraries; and a State Library representative (not elected).

    Qualifications:

    • Represent a library, museum, archive or information provider that is a member of Tenn-Share.

    • Understand and accept the duty of loyalty and duty of care that attends the role of director of a nonprofit organization under Tennessee law.

    • Ability to attend Board meetings on a regular basis.  The Tenn-Share Board is required to meet at least 3 times per year.  Face-to-face meetings are held in January or February in conjunction with the board orientation, in June or July and September or October in conjunction with the DataFest, School Library Collection Fair, and Fall Conference.

    • Ability to serve on committees.

    • Ability to participate in programs sponsored by Tenn-Share, such as DataFest, the Fall Conference and programs at TLA Annual Conference.

    Responsibilities:

    • Attend Board member orientation during the first meeting of the year.

    • Attend all meetings.  Members will be dismissed after three missed meetings.

    • Establish policies for administering the programs and services in support of the mission of Tenn-Share.

    • Approve the appointment and compensation of the Executive Director.

    • Assume Board leadership responsibilities such as committee chair or elected officer as possible and necessary.

    • Be informed about Tenn-Share’s programs, policies and services and share that information with other libraries of the type you are representing (academic, public, school, special).  See “Communication Plan.”

    • Represent Tenn-Share at community events and meetings, other organizations to which you belong and to interested individuals.   

    • Recruit other volunteers and members.

    • Sign an agreement to uphold the Code of Ethics each year.

    • Complete a conflict of interest declaration at the beginning of each year.

    • Complete Board evaluations at the end of each meeting.

    • Uphold the individual legal responsibilities of directors of non-profit boards.

    • Stay up to date on developments in the field.

    • Assist the board in carrying out its fiduciary responsibilities by understanding the overall financial status of the organization.  

    • Pay for expenses related to attendance at meetings and events.

    Code of Ethics

    As a director, officer, employee or volunteer of Tenn-Share, I will:

    • Be diligent in the performance of my duties, come prepared to all board meetings, and fulfill my obligations as a board member.

    • Not seek or accept any personal financial gain from my membership on the board of Tenn-Share; not seek or accept any loans from Tenn-Share.

    • Seek to continually improve my knowledge of Tenn-Share and nonprofit organization management.

    • Strive to establish and maintain dignified and honorable relationships with my fellow board members, Tenn-Share staff, member libraries, vendors, and other library organizations.

    • Strive to improve the public understanding of the mission and vision of Tenn-Share.

    • Obey all laws and regulations and avoid any conduct or activity that would cause harm to Tenn-Share.

    • Treat business matters as confidential.

    Board meetings

    The board meets three times a year face-to-face, in early February, the first Monday in June, and the Wednesday before DataFest. These dates may be changed depending on weather, need and conflicting events. Any meeting may be extended if there is a need, such as a planning session or extensive discussion.  All members are expected to attend either in person or via online conferencing.

    First meeting of the year – six hours, typically

    • New member board orientation (2 hours)

    • Welcome new board members as item on the agenda

    • Organizational or committee planning

    • Strategic planning goal updates and discussions

    • Review the audit report

    • Review exiting Board member interviews

    • Review annual Board meeting evaluation

    • Review expectations included in the performance review of the Executive Director

    Second meeting of the year – six hours

    • Approve budget for next fiscal year

    • Executive Director’s performance review and salary increase discussions

    • Strategic planning goal updates and discussions

    Third meeting of the year – two hours

    • Event update (DataFest, Fall Conference, School Library Collection Fair)

    • Strategic planning goal updates and discussions

    President

    Responsibilities:

    • Preside in meetings of the Board of Directors and the Executive Committee, and participate as a member of the Finance Committee.

    • Participate in Board member orientation.

    • Plan, lead, and direct the work of the organization.

    • Prepare the agenda, and preside over all meetings and conferences.

    • As part of the Executive Committee, evaluate the Executive Director on an annual basis and make salary and benefit recommendations to the Board of Directors.   

    • Approve expenditures and staff reimbursements.

    • Authenticate by signature, when necessary, all acts, orders, and proceedings of the organization.

    • Appoint committee chairs (except where noted in the bylaws; see “Committees” section below) and serve as an ex-officio member of all committees except the Nominating Committee.

    • Represent Tenn-Share as a member of the Tennessee Advisory Council on Libraries (TACoL) or appoint an appropriate alternate.

    • Select a volunteer, in consultation with the ED, to receive the Deanna Nipp-Kientz memorial award, first awarded in 2012.  The selection criterion is a volunteer who works hard for Tenn-Share but in a capacity that will not qualify them for the Tennessee Resource Sharing Award.  The volunteer cannot be serving on the Tenn-Share Board at the time the award is presented.  This award is optional, and will not be given if there is no outstanding volunteer identified.

    Correspondence:

    The President is responsible for the following correspondence:

    • An annual message to the membership which goes out with the renewal invoices.

    • A welcome message to all new members and members that renewed after skipping the previous year.

    • A message to libraries who have not renewed their membership (most recent year), and a letter to those libraries who have not renewed their membership for several years.

    • A message welcoming incoming board members.

    • A message or letter thanking outgoing board members.

    • A message thanking presenters.

    • A message thanking vendors for contributions to the organization.

    Tenn-Share Executive Director Evaluation Procedure

    Timeline:

    December           President solicits exit interviews of term-expiring Board members so that each Board member’s opinion may be considered.

    February              Board considers strategic direction and goals, sets priorities for the fiscal year beginning July. These goals and priorities will inform the budget process and the Executive Director’s performance factors in the following year’s evaluation.

    Early April            President asks the Executive Director for a self-evaluation of what she/he has accomplished relevant to each performance factor, goals for the next year, and comments on the performance of other parties that in part determine her/his ability to perform (e.g., Board, Officers, Tenn-Share committees, TSERC) (due mid-April).

    Early April            President solicits evaluations from Board members and other employees or long-term contractors (due mid-April).

    Late April             The Executive Committee (EC) conducts a consensus process (which may be a virtual meeting or conference call) to reach evaluative ratings and comments using a 5 point scale on performance factors relating to the job description.

    Early May            The EC holds the evaluation discussion with the Executive Director. At the request of the Executive Director, the President will provide to the Executive Director the evaluation ratings and comments three days prior to the discussion. The EC and Executive Director draft goals for the next year.

    Mid May              Executive Director submits written comments for the evaluation form.

    Late May             The EC submits a summary of the findings of the evaluation to the Board in writing.

    Early June            The Board meets in executive session to discuss the evaluation and approve the Executive Director’s goals for the next year.

    As part of this review process, changes to the job description may be made and related changes to the performance factors may be made to the form for the following year’s evaluation. The Executive Director’s goals for the next year are also reflected in changes to the next year’s evaluation performance factors.

    The Board may consider the performance review when determining salary increases, but the review does not determine whether increases (cost of living or merit) will be granted by the Board. The President recommends salary increases to the Board in the same time frame as the performance review.

    President and the Executive Director sign the performance evaluation. The Business Manager files the evaluation in the personnel file.

    The President provides a copy of the next year’s evaluation form reflecting the Board’s priorities and the Executive Director’s stated goals.

    Confidentiality and access

    The Executive Director’s performance evaluation is held in confidentiality by the Tenn-Share Board. The written summary report to the Board should highlight the positives, frankly explain any results that could lead to dismissal, and include the Executive Director’s goals for the next year. As this report will be accessed by many directors, it must not include any details such as Social Security Number, medical information, or other similarly sensitive information. The report will be mounted on the website for Board-only access and archived according to the document retention policy for committee reports. It will not be sent through email. The Executive Committee’s oral report to the Board in closed session can be more detailed than the written report.

    The full performance evaluation may be viewed by any Board member by appointment with the Business Manager. The Business Manager will inform the Executive Director and Executive Committee that an appointment to view the evaluation has been made, at least three business days in advance of the appointment. The Executive Director and Executive Committee may not require that the Board member be identified.

    If it is inconvenient for the Board member to view the evaluation in person by arrangement with the Business Manager, the Board member may request a viewing using screen sharing software (such as GoToMeeting) by appointment with the President. The President is not obligated to have preserved the computer file once the official document has been signed and filed, but the President will be accommodating if he or she has preserved the file.

    Secure file sharing

    The Executive Committee will avoid sharing performance review files in a way that leaves tracks in committee members' emails and hard drives. Some strategies are:

    ·        The committee can work in the consensus-reaching meeting using screen-sharing software so that only the President need have a copy of the document.

    ·        A cloud storage service with client-side encryption requires a software download. This service can be used if necessary for sharing the performance review file between committee members and the Executive Director. As soon as the evaluation discussion is completed, all files stored on such a service will be deleted from the service.

    ·        Any files stored on the President’s computer containing confidential information should be password protected, or in a folder that is protected. The President will dispose of all such files following the document retention policy and will not retain any such files past the end of her/his term of office.

    Vice President/President Elect

    Responsibilities:

    • Serve as President should the President leave office.

    • Chair meetings when President is absent.

    • Represent Tenn-Share on Tennessee Library Association Legislative Committee for TLA Legislative Day.

    • Participate as a member of the Board of Directors, the Executive Committee and the Finance Committee.

    • Chair the Fall Conference Planning Committee and orchestrate the planning, conduct, and evaluation of the annual Fall Conference. This work is carried out in concert with the President, the Executive Director, and the Board.

    • Prepare a written report on the annual conference to be published on the listserv and website.

    • Other duties as requested.

    Secretary

    Responsibilities:

    • Participate as a member of the Board of Directors, the Executive Committee and the Finance Committee.

    • Keep minutes of all action taken by the Tenn-Share Board and the Executive Committee.

    • Distribute a draft of minutes to the Executive Committee within ten (10 days) of the meetings.

    • Following review by the Executive Committee (within ten days of distribution to that committee), distribute the minutes to the Board, committee chairs, the Web Committee chairs, and any other meeting attendees.  A draft of minutes from the most recent meeting may be posted to the Tenn-Share website prior to approval.

    Treasurer

    Responsibilities:

    • Participate as a member of the Board of Directors and the Executive Committee, and chair of the Finance Committee.

    • With Business Manager, maintain Tenn-Share checking account.

    • Write receipts for payments to Tenn-Share when requested.

    • Pay staff and contractors’ wages as needed and pay to reimburse for approved expenses, e.g., travel expenses, supply costs, memberships, and fees for office-related services.

    • Provide current Treasurer’s Report at all Board Meetings and upon committee or officer request.

    • With the Executive Director and Business Manager, prepare annual budget of projected income and expenses for approval by the Finance Committee and the Board at the annual June Board meeting.

    • Keep financial records in a timely and thorough manner.

    • Provide a monthly summary of profits and losses to the Executive Committee.


    Following are more specific details about regularly occurring Treasurer’s responsibilities:

    Monthly

    • Complete the process that results in contract staff receiving wage or salary checks upon receipt of RFP or timesheet, and approval by the Executive Director.

    • Reimburse staff for expenses (or request that the Business Manager do so), upon receipt of records/receipts of expenditures, and as approved by President.  Expenses should be submitted on a monthly basis or within 90 days of being encumbered.

    July – start of new Fiscal Year

    • Implement any change in Executive Director’s and other staff or contractor salaries that was approved at the summer Board meeting.

    August – September

    • Perform on-site registration at the Fall Conference.

    • Pay event-related expenses, along with Business Manager.  

    • Pay DataFest-related expenses.

    • Provide a Financial Report on the DataFest, School Library Collection Fair, and Fall Conference within two weeks of the events.

    January

    • Prior to beginning of a new Treasurer’s term, have signature card (should authorize Treasurer, President and Executive Director with check-writing privileges) and bank statement mailing address updated.

    • Meet with the outgoing Treasurer, Business Manager and ED around January 1 to transfer the Treasurer’s records. The outgoing Treasurer will continue to perform the Treasurer’s duties until the transfer of records and signatures is in effect.

    May – June

    • Ensure that an internal audit of Tenn-Share’s financial records is conducted by the Audit Committee after the end of each fiscal year.  

  • Pay staff and contractors’ wages as needed and pay to reimburse for approved expenses, e.g., travel expenses, supply costs, memberships, and fees for office-related services.

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