2.1 Board of Directors Purpose and Role

The general role of the MoASBO Board of Directors is to help establish and pursue the purpose of the organization as stated in the Articles of Incorporation and the mission as established and revised from time to time by the Board. The Board of directors will carry out the Association membership’s will as described in the Constitution and By-laws.

The Board of directors is the governing board of the Association. It has the authority to:

• Execute its duties in meeting the Association’s goals.
• Employ an executive director.
• Develop and adopt policies, procedures and the budget.

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2.2 Officers and Directors

The duties of the officers and directors of the association are specified by MoASBO’s Constitution and Bylaws. Consequently, Constitution and Bylaws can only be altered by a vote of the membership.

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2.3 Apparent Authority

It is the policy of the Association that any communication on its behalf should be official at the direction of the president, Board or executive director. Neither verbal nor written statements will be made that conflict with MoASBO position or policy. Leadership should understand that by virtue of their position, any statements may be perceived as official and made on behalf of the organization.

To control official communications, stationery will be used by the elected president and staff only, unless authorized by the executive director and/or president.

Regional groups may not sign contracts nor create debt for the Association without specific authority.

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2.4 New Board Member Orientation

New board members will participate in orientation and training so they can understand the board’s functions, policies, and procedures in order to best represent and govern the organization. The executive director shall have the primary responsibility for new board member training.

The executive director and president will meet individually with new board members to discuss board operations and answer any questions the new board member may have.Each new board member will receive a board leadership packet, which is to be updated annually.

The orientation will cover various topics, including but not limited to the following:

• Articles of Incorporation
• Constitution and Bylaws
• Policy and Operations Handbook
• Annual Budget
• Planning Calendar

2.5 Board Meetings

All Board actions will be taken only in official board meetings that are called, scheduled, and conducted according to the Constitution/Bylaws and policies.

Robert's Rules of Order will be followed in all instances.

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2.6 Preparation for Meetings

• Agendas
  The board will focus on a strategic plan that addresses the organization’s vision and mission. Board meeting agendas will reflect this focus.
  
  The agenda for board meetings will be prepared jointly by the executive director and the executive committee. The agenda and meeting materials will be communicated to board members so as to be received at least seven days prior to a scheduled board meeting.
  
  Board members who wish to place an item on the agenda should contact the president or executive director at least 14 days prior to the board meeting.  If an item is not submitted to the president or the executive director at least 14 days in advance, the president may elect to delay discussion and/or decision making on the item. In any case, final decision about whether or not an item is placed on the agenda of a board meeting rests with the president, except where a majority of the board votes to override the president’s decision.
  
  
• Adequate Information to Precede Action
  Except in emergencies, the board will not decide upon any considered question before examining and evaluating all information. The executive director will have the opportunity to examine and evaluate all information and recommend action before the board makes a decision.

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2.7 Board Meeting Minutes

The executive director’s administrative assistant will prepare the minutes of all regular and special meetings of the Board of directors and other meetings the board may specify. He/She will carefully record all motions, the names of those who make and second the motions, and the results of the vote on the motion.

The minutes of all meetings will be approved by the board as one of the first acts of the regular meeting. The original minutes and attachments will be maintained in an orderly and readable manner. Minutes up for approval will be distributed to the board prior to the next board meeting. Once approved, minutes will be available on the MoASBO website. 

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2.8 Visitors to Board Meetings

Due to the nature of the Association’s business, it may be necessary for individuals other than elected Board members to attend regularly scheduled board meetings. The board will welcome outside visitors and encourages input from various associations, companies, societies, and members. To accommodate requests from non-board member individuals who wish to attend board of directors’ meetings, the following procedures must be followed:

• An individual must make his/her desire to attend a board meeting known either to a board member or the executive director. If the board receives the request, they should advise the executive director of it.
• The executive director will confirm the visitor’s request to attend a board meeting by providing the visitor with the date, time, and location of the board meeting.
• Visitors will be responsible for all expenses to the meeting destination, including airfare, lodging, and meals. MoASBO will not pay visitor expenses unless prior arrangements are made.
• Visitors may attend only as observers unless prior arrangements have been made to have an issue discussed.
• Visitors who wish to discuss an issue before the board must deliver to the president his/her written request along with supporting materials at least 45 days prior to the board meeting. The request must explain the issue’s purpose so that adequate agenda time can be scheduled.
• The president will provide the visitor with written acknowledgement if an issue will be placed on the agenda and how much time will be allowed for it.

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2.9 Board Member Expectations and Professional Obligations

It is understood that members of the MoASBO Board have received support and approval from their school district prior to taking office. While extenuating (urgent or emergency) circumstances might arise, Board members are expected to:

• Be familiar with the MoASBO Constitution, By-Laws and Board Policies.
• Be informed on MoASBO issues in order to represent the total membership and be an ambassador for the association.
• Attend board meetings in their entirety. Review meeting materials in advance and come to board meetings prepared for active participation in discussions and decisions.
• Attend the annual spring conference and participate as a presenter and/or session moderator. Visit MoASBO conference exhibits and help serve as a business sponsor concierge. Board member spring conference registration shall be paid for by the Association.
• Attend at least one of the other MoASBO conferences.
• Support and promote MoASBO and its programs and services. Become involved with regional groups to serve as ambassadors for MoASBO and as a communication liaison between MoASBO and its regional affiliates.
• Be a member of ASBO International. 

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2.10 Representation of the Association

The executive director and/or president will represent, or see that the Association is represented, before various state agencies and commissions whose decisions have a direct impact on local school financial affairs. Members of the board may be assigned by the president to represent the Association.

The executive director and/or president will serve as official spokesman for the Association on a day-to-day basis, representing it before various state agencies and commissions, and other public and private bodies. 

The Association will cooperate with other groups and organizations to further goals of mutual interest.

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2.11 Conflict of Interest Policy

Persons covered by this policy must avoid both actual and apparent conflicts of interest that would interfere with their ability to discharge their fiduciary responsibilities to MoASBO.

A conflict of interest arises when a person in a position of authority over the Association may benefit financially from a decision he or she could make in that capacity, including indirect benefits such as to family members or businesses with whom the person is closely associated. This policy is focused upon material financial interest of, or benefit to, such persons.

The term “conflict of interest” includes, but is not limited to, circumstances where a volunteer leader, or a member of his or her immediate family:

• has any financial or other proprietary interest in any entity supplying (or seeking to supply) goods or services to MoASBO;
• receives any substantial benefit from a third party as a result of that party's past, present, or future business relationship with MoASBO;
• receives any substantial financial benefit from a pending decision of MoASBO; or serves as an officer, director or committee member of any competing
• organization, i.e., any nonprofit or business enterprise whose purposes, products, and/or services compete with those of MoASBO.

MoASBO expects its elected leaders, volunteer leaders and staff to follow ethical standards, to be in compliance with all laws, and to avoid any conflict of interest, or appearance of such, including having their titles or affiliation used to publicize personal or company activities, programs, or events (especially those conducted for private profit).

Full disclosure, by notice in writing, shall be made to the executive director and president in all conflicts of interest, including but not limited to the following:

• A board member is related to another board member or staff member by blood, marriage or domestic partnership.
• A board member or their organization stands to benefit from a transaction with MoASBO or receives payment for any subcontract, goods or services other than as part of his/her regular job responsibilities or as reimbursement for reasonable expenses incurred.
• A board member is a member of a governing body of a contributor to MoASBO.

Persons covered by this policy will annually disclose or update to the president of the board of directors on a form provided by the organization their interests that could give rise to conflicts of interest, such as a list of family members, substantial business or investment holdings, and other transactions or affiliations with businesses and other organizations or those of family members.

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2.12 Board Governance Leadership Development

Because poor governance costs more than learning to govern well, the board will invest in its governance capacity. Board skills, methods, and supports will be sufficient to assure governing with excellence. Training and retraining will be used liberally to orient new members, as well as to maintain and increase existing members’ skills.

To foster leadership development, MoASBO shall provide for the following opportunities:

• Actual and reasonable expenses for all MoASBO board members to the ASBO Leadership Conference, budget permitting. This shall include the cost of travel, meals, lodging, and registration associated with this conference.
• Actual and reasonable expenses for the past president, legislative committee chair and one other person to the AASA-ASBOI Legislative Conference, budget permitting. This shall include the cost of travel, meals, lodging, and registration associated with this conference.
• Actual and reasonable expenses for the president to the ASBO Eagle Institute, budget permitting. This shall include the cost of travel, meals, lodging, and registration associated with this conference.
• Registration and lodging expenses for all MoASBO board members to the MSBA Annual Fall Conference, budget permitting.

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2.13 Confidentiality

Board members must respect the confidentiality of records, contracts, discussions, and decisions. Any documents provided to the board are for governance purposes and should be considered confidential. In most cases, the only public records in the organization are the IRS Letter of Determination, the IRS Application for Exempt Status, and the IRS Information Return (Form 990), and board meeting minutes.

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2.14 Executive Director

The board will establish and maintain a current job description for the position of executive director. Selection of an executive director of MoASBO shall be the sole responsibility of the board of directors. The board shall determine the procedure and criteria for selection at the time an opening occurs. The board of directors will approve the selection of the executive director at a scheduled meeting or through electronic means.

The board’s sole official connection to the operational organization, its achievements and conduct will be through a Chief Executive Officer, titled Executive Director.

The executive director is appointed by the Board of Directors and is an ex-officio, nonvoting member of both the board of directors and the Executive Committee. The executive director will carry out the following responsibilities:

• Serve as Chief Executive Officer and administrative representative of the Association, administering and coordinating all activities of MoASBO, and implementing all decisions of the board of directors.
• Employ and administer an office staff for positions approved in the annual budget and be responsible for staff supervision and settling grievances and personnel problems.
• Ensure that the Executive Committee and/or the board of directors are fully informed of MoASBO conditions and activities and offer recommendations as deemed necessary.
• Plan, formulate, and recommend for board approval basic programs designed to further MoASBO’s objectives.
• Prepare an annual budget to meet the estimated needs for the ensuing year, and administer the budget as approved by the Executive Committee and/or the board of directors.
• See that MoASBO complies with all statutory laws, the Bylaws, and the Policy Manual.
• Establish and maintain working relationships with other organizations and the general public to enhance the position of MoASBO and its constituencies in accordance with MoASBO policies.
• Carry out all other assignments as delegated by the Executive Committee or the board of directors.

Evaluation of the Executive Director

The board of directors will conduct a biennial evaluation of the executive director. The evaluation will take place before or after the regularly scheduled meeting in June. The president and executive committee will take primary responsibility for reviewing the evaluation instrument and process. All board members shall have the opportunity to provide input and communicate their views on the executive director’s performance.

The executive director is the board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the board is concerned, is considered the authority and accountability of the executive director. The evaluation of all Association staff is the responsibility of the executive director.

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2.15 Board Self-Evaluation

The board will annually discuss and evaluate its own performance. This process may be done formally or informally at the discretion of the president.

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2.16 Annual Calendar

The executive director will develop and maintain an annual master calendar for planning purposes. This calendar will include meeting dates of the board of directors and the Executive Committee, as well as regional meetings, ASBO-sponsored continuing education workshops, seminars, training courses, and any other events of interest and/or importance.

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2.17 Legislative Lobbying Efforts

The executive director will represent MoASBO and serve as a member of the School Administrators’ Coalition (SAC) and the Better Schools for Missouri governing board in order to provide information regarding legislation to members and appropriate individuals, agencies, commissions, associations and other organizations as requested to increase the awareness of the impact of anticipated legislation, rules, and regulations.

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