Board Member Job Descriptions Draft

Purpose

This document defines the roles, responsibilities, and expectations for all members of the Access100 Board of Directors, including general Board members and each officer position. Clear job descriptions ensure accountability, guide recruitment, and help Board members understand their commitments.

Article I — All Board Members

Section 1.1 — General Responsibilities

Every Director of Access100 is responsible for:

1. Mission Stewardship: Actively supporting and promoting Access100’s mission to advance government transparency and public access to information in Hawaii.
2. Fiduciary Oversight: Exercising prudent judgment in overseeing the organization’s finances, ensuring resources are used effectively to further the mission.
3. Strategic Direction: Participating in strategic planning, setting organizational priorities, and evaluating progress toward goals.
4. Legal Compliance: Ensuring the organization complies with all applicable federal, state, and local laws, including maintaining 501(c)(3) status.
5. Policy Governance: Reviewing and approving organizational policies, including bylaws, conflict of interest, and other governance documents.
6. Leadership Support: Supporting and evaluating the Executive Director (if applicable) or ensuring effective organizational leadership.

Section 1.2 — Fiduciary Duties

All Board members owe the following legal duties to Access100:

• Duty of Care: Act with the care that an ordinarily prudent person would exercise in similar circumstances. This includes preparing for and attending meetings, asking questions, and making informed decisions.
• Duty of Loyalty: Put the interests of the organization above personal interests. Disclose and manage conflicts of interest in accordance with the Conflict of Interest Policy.
• Duty of Obedience: Ensure the organization operates in accordance with its mission, bylaws, and all applicable laws and regulations.

Section 1.3 — Time Commitment

Board members should expect to commit approximately 5–8 hours per month, including:

• Board Meetings: Attend at least 75% of regular Board meetings (quarterly minimum, approximately 1–2 hours each).
• Committee Work: Serve on at least one standing committee and attend committee meetings.
• Preparation: Review meeting materials, financial reports, and other documents before meetings.
• Special Events: Participate in organizational events, fundraising activities, and community outreach as appropriate.
• Communication: Respond promptly to Board-related communications and requests for input.

Section 1.4 — Expectations and Standards

Each Board member is expected to:

• Maintain confidentiality regarding Board deliberations and sensitive organizational information.
• Complete and sign annual Conflict of Interest and Code of Ethics acknowledgment forms.
• Participate in Board orientation and ongoing education opportunities.
• Contribute to fundraising efforts through personal giving and/or donor cultivation.
• Serve as an ambassador for Access100 in the community.
• Speak with one voice once Board decisions are made, even if personally disagreeing.
• Notify the Chair promptly if unable to fulfill Board responsibilities.

Section 1.5 — Term of Service

Directors serve three-year terms as specified in the Bylaws. Directors may serve unlimited consecutive terms but should consider rotation to ensure Board renewal and fresh perspectives.

Article II — Officer Position Descriptions

Section 2.1 — Chair of the Board

Purpose: The Chair serves as the chief volunteer officer, providing leadership to the Board and ensuring effective governance.

Key Responsibilities:

• Preside at all Board meetings, ensuring productive discussions and timely decisions.
• Set meeting agendas in collaboration with the Executive Director (if applicable) or Secretary.
• Serve as the primary spokesperson for the Board when appropriate.
• Facilitate Board development, including recruitment, orientation, and evaluation.
• Oversee the Executive Director’s performance evaluation (if applicable).
• Ensure all Board members are engaged and fulfilling their responsibilities.
• Serve as an ex-officio member of all committees.
• Sign documents and contracts as authorized by the Board.

Additional Time Commitment: 8–12 hours per month beyond general Board duties.

Section 2.2 — Vice Chair

Purpose: The Vice Chair supports the Chair and prepares to assume leadership responsibilities as needed.

Key Responsibilities:

• Perform the duties of the Chair in their absence or inability to act.
• Assist the Chair with Board leadership and meeting facilitation.
• Lead special projects or initiatives as assigned by the Chair or Board.
• Participate in succession planning and leadership development.
• Serve on the Executive Committee.

Additional Time Commitment: 3–5 hours per month beyond general Board duties.

Section 2.3 — Secretary

Purpose: The Secretary ensures proper documentation of Board activities and maintains corporate records.

Key Responsibilities:

• Record and distribute accurate minutes of all Board and Executive Committee meetings.
• Ensure proper notice is given for all meetings as required by Bylaws.
• Maintain the official corporate records, including Bylaws, policies, and minutes.
• Ensure compliance with document retention requirements.
• Maintain current roster of Board members with contact information and term expiration dates.
• Coordinate collection of annual Conflict of Interest and Code of Ethics acknowledgments.
• Serve on the Executive Committee.

Additional Time Commitment: 4–6 hours per month beyond general Board duties.

Section 2.4 — Treasurer

Purpose: The Treasurer oversees the financial health of the organization and ensures accurate financial reporting.

Key Responsibilities:

• Oversee the organization’s financial condition and report regularly to the Board.
• Chair the Finance Committee.
• Present the annual budget for Board approval.
• Ensure appropriate financial controls and procedures are in place.
• Oversee the annual financial review or audit process.
• Review and approve financial transactions as required by policy.
• Ensure timely filing of Form 990 and other required financial reports.
• Serve on the Executive Committee.

Additional Time Commitment: 5–8 hours per month beyond general Board duties.

Article III — Committee Chair Responsibilities

Committee Chairs, whether officers or appointed Directors, have the following additional responsibilities:

• Develop and maintain the committee’s work plan and meeting schedule.
• Prepare agendas and facilitate committee meetings.
• Report committee activities and recommendations to the full Board.
• Recruit and orient committee members.
• Ensure committee work aligns with organizational priorities and Board direction.