Board Member Responsibilities
Legal/Fiduciary Role Incorporation - Title 8, Chapter 1, Delaware General Law
The NANOG Board is an active and engaged component of NANOG. The Board is responsible for and works closely with the Committees to promote, support and improve NANOG. The Board is responsible for the selection of all committees including, but not limited to the Program Committee, Communications Committee, Development Committee, and the Finance Committee. The Board is responsible to the members ensuring that the NANOG organization remains open, relevant, and useful and financially sound. A Voting Board member will be appointed to serve as ex-officio to NANOG committees to facilitate communication. A voting member of the Board of Directors may not serve concurrently on the Board of Directors and other committees.
Per the bylaws, Board members must be members in good standing of NANOG and attend at least two of three NANOG meetings per year while in office. Each candidate must declare any and all affiliation(s) relevant to NANOG, which will include his or her main employer, as well as any other major relationships (for instance, if a candidate's primary employer is a nonprofit entity which is sponsored by a vendor, the candidate would declare both the nonprofit and the vendor as affiliations).
Directors elected at an annual election shall take office on the first day of January following the annual election. There shall be seven (7) voting members of the Board of Directors, six (6) of whom will be elected and one of who will be the Executive Director. The six elected board members will each serve a staggered two-year term so as to have continuity of the Board.
Elections of the six voting members of the Board of Directions will be held during the Fall NANOG meeting each year. The number of positions to be filled each year will be a minimum of two.
A good candidate will have experience with Internet engineering, operations, and governance organizations as well as the principles and practices which guide them. A strong candidate should have experience with NANOG through meeting attendance, meeting presentations, serving on a committee, and have been an active member of the NANOG mailing list for a minimum of 3 years. Consensus organizing, leadership, outreach and communication skills are prized, and a willingness to be engaged in the governance process is required. A board member (committee liaisons) is expected to volunteer 5 hours per week while a board officer (Chair, vice-chair, treasurer, secretary) is expected to volunteer 5-8 hours per week, all year round.
The Board of Directors will appoint members to NANOG Committees to fill each position with an expiring term, and all other vacant positions. The chairperson of the Program Committee will serve ex officio in a non-voting role on the Board of Directors, in order to facilitate communication between the two groups.
The Board of Directors may at any time appoint a new member to serve the remaining term of a vacant position. The Board of Directors my also, from time to time, expand the total number of Committee members as deemed necessary by the board.
From Time to Time, the Board of Directors may also determine it unnecessary to appoint members to Committees that the Voting Members of the Board determine to be unnecessary in a given election period. An example of such a determination in 2011 was the Finance and Event Selection Committees.
- In partnership with ED and management, guide the mission and direction.
- Ensure dedication to, and use of asset for, benefit of public.
- Hire/support/evaluate/discharge ED.
- Review and approve annual budget.
- Review and approve major organizational decision, commitments, and plans including expenditures, loans, and leases.
- Evaluate progress toward program and financial goals.
- Ensure the continuity of the organization through development and recruitment of executive staff and committee membership.
- In conjunction with executive staff, provide leadership in organizational transition, structure and planning.
- Conduct affairs of the board including board development, transition, and effectiveness.
Measures of Success
- Board Orientation.
- Information Flow; Financial statements, reporting regarding programs and operations, planning.
- Each Executive Board Member’s Exercise of Informed, Independent Judgment.
- Appropriate Board Organization and Continuity.
- Board Meetings, Agendas, Minutes, Documentation.
- Appropriate Committee Structure.
- Protecting Assets of Organization.
- Determination of Board-Executive Staff Relationship and Extend of Delegation of Management Authority.
- Supporting Fundraising.
- Supporting Program Planning.
- Supporting Marketing and Membership needs.
- Supporting relationship with other Network Operator Group Forums.
A Board of Directors member who misses three or more meetings in a row and who does not attend any Board of Directors meetings for three months may be removed. A Board of Directors member who meets these conditions may be removed if at least four members of the Board of Director vote to remove the person. If multiple Board of Directors members qualify for remove, the removal may take place in support by all but one of the Board of Directors members not meeting their removal criteria.
Elected Board of Directors may also be removed by a recall vote held during a regular annual election. Upon passage of the recall vote by a 2/3 super-majority vote, the position shall be become vacant.