AIR Governance Leadership Opportunities

AIR’s Board Governance System

In 2011, AIR’s Board adopted a governance system based on the Carver Policy Governance® model to conduct Board work and define the Board’s relationship with the CEO and staff. This system clearly defines roles and responsibilities of the Board and AIR staff, and details a monitoring system to assess both Board and staff activities. The Policy Governance system has added value to the organization by enhancing the Board’s ability to function strategically, and by helping both the AIR Board and the AIR Executive Office better understand and undertake their charges.

Policy Governance differs from other styles of organizational governance in that it focuses on the purpose of the organization, its reason for existence, and impact on the world. All other considerations are secondary to the organization’s purpose, which may be measured in what results are desired, who the results benefit, and what they cost in time or resources. In contrast to the approaches typically used by boards, Policy Governance separates issues of the organization’s purpose, or “Ends,” from all other organizational issues, concerns, or processes, or “Means,” placing primary importance on Ends. The AIR Board establishes the Ends, and the AIR CEO is responsible for accomplishing those Ends through any Means that do not violate the board’s pre-stated standards of prudence and ethics.

Criteria for This Style of Board Work

The skills and abilities to do this sort of governance differ from those often thought important for service on an association board. Professional expertise is less important than the ability to participate in team leadership. 

The Board has identified the following qualities as necessary under Policy Governance:

• Conceptual thinking, 
• Ability to assert a point of view yet support group decisions, 
• Understanding that individual board members have no authority but form part of a very authoritative group, 
• Focus on the future, 
• Ability to apply stated Board criteria in evaluating monitoring reports, 
• Listening skills, 
• Willingness to learn and abide by the Carver Policy Governance model, 
• Conscientiousness to commitments required by the board, and 
• Ability to advocate on behalf of all association members.

Board Structure and Function 

AIR’s system recognizes that the Board only has group authority over the organization and its staff. 

• No individual member, including any officer or committee of the Board, has any authority to direct staff alone (unless the full Board delegates it). 
• Group deliberation creates a more informed and better decision by allowing members to share perspectives, conduct dialog, and reason through the issues. 
• Because the process allows all perspectives to be considered, members support the final decision of the Board as a whole. 
• The Board’s work is clearly defined so that the committee of the whole (the full Board) can accomplish most or all of it. 
• The Board’s work is initial to, and unique from, the work of the staff. 
• Most of the Board’s agenda is designed to fulfill its three job products. The Board does very little in the way of report approvals, review of staff activities, or other work that does not add unique value. 
• The Board meeting and its agenda will reflect all the above.

Board's Role

Board members connect with the Association members in order to understand their values, so that the Board can truly represent their interests. Board members develop a comprehensive set of policies that guide all further organizational actions and decisions. It is the Board’s responsibility to ensure that AIR achieves the purposes for which it exists, while avoiding risk through a disciplined process of direction and a thorough system of monitoring performance against policy expectations.

Policies and Their Development

Board members work collaboratively to direct AIR through developing and implementing policies in four distinct topical areas that encompass AIR’s values. These policies are designed so that the Board controls the broader decisions and can delegate more detailed decisions to others. In every case and on every topic, the Board identifies the issue, and then develops policy at the broadest level of that topic, developing more and more detailed levels of policy until it has said as much as it needs to say.

The policy areas comprise:

• Ends Policies: A definition of the change in the world AIR exists to create, which sets AIR’s broad strategic direction in terms of the specific outcomes. Ends Policies are developed to a level of detail the Board is comfortable with, allowing any reasonable interpretation. Further detailed decisions are delegated to the CEO, who is the Executive Director of the Association. 
• Executive Limitations Policies: A definition of those operational methodologies, conditions, or decisions which would be so risky as to never be acceptable and are thus prohibited from use by the CEO. These Executive Limitations Policies are developed to a level of detail the Board is comfortable with, allowing any reasonable interpretation. Further detailed decisions are delegated to the CEO.
• Governance Process Policies: A definition of the values that drive the purpose, process, structure and functioning of the Board in its own work. These Governance Process Policies are developed to a level of detail the Board is comfortable with, allowing any reasonable interpretation. Further detailed decisions are delegated to the President.
• Board/CEO Relationship Policies: A definition of the values that establish the method of delegating authority and accountability to the CEO and a system to monitor its use and outcomes. These Board/CEO Relationship Policies are developed to a level of detail the Board is comfortable with, allowing any reasonable interpretation. Further detailed decisions are delegated to the President.

Monitoring Performance

The process for ensuring safety and performance is both thorough and focused because the Board has proactively developed policy, because those policies cover every issue at a level determined by the Board, and because those policies establish specific criteria for the Board’s expectations. The Board can monitor specifically, using the criteria important enough to be included in their policies. In this performance measurement system:

• The Board controls the policy and the method, frequency, and due date of the required reports. It normally follows a schedule set in policy but does not have to.
• The Board actively assesses whether the criteria it established in policy are being met. 
• The Board assesses criteria being met both for those areas delegated to the CEO and those areas of its own performance, guided by policy. 
• If there are instances where the Board’s criteria are not met, the Board will decide what remediation is required. 

Role of the CEO and Staff

The CEO is the Board’s only employee, and every other staff member works for the CEO. 

• In order to both empower and hold the CEO accountable, the Board’s system makes it clear that all operational control beyond what the Board states in policy rests with the CEO. 
• Board members, officers and committees do not get involved in staff work unless asked to do so by the CEO (and so take their direction from the CEO). 
• The Board/CEO Relationship Policies spell out the CEO’s authority and accountability, including performance monitoring. 
• The CEO’s successful job performance equates to sufficiently achieving the outcomes in the Ends, while simultaneously avoiding the Executive Limitations. 
• The CEO makes deeper and more detailed decisions than the Board in both categories, but those decisions must be based on a reasonable interpretation of the Board’s policies. 

Policy Governance: More Information

AIR Constitution and Bylaws

The AIR Constitution and Bylaws provide a concise explanation of the purposes and structure of the Association. The Constitution describes the roles of the Board, the Board officers, and the Nominations and Elections Committee. The Bylaws provide the rules under which those elected to serve will operate. Before agreeing to run for a Board or NEC position, you should be certain that you support AIR’s purposes and are willing to fulfill the duties outlined in the Constitution and Bylaws. 

AIR Governance Policies 

The AIR Governance Policies are regularly updated and available online. There is no better way to get a practical understanding of Executive Limitations, the governance process, and the Board relationship to the CEO than through reading these policies. 

AIR Monitoring Reports 

The AIR CEO develops monitoring reports to record the accomplishment of the Executive Limitations 8 and Ends Policies outlined in the Governance Policies. The Board evaluates these reports to determine whether the CEO has provided a reasonable interpretation of the relevant policy, and whether the data demonstrate accomplishment of that interpretation. A review of several of these monitoring reports will give you a better understanding of how Policy Governance assures proper oversight by the Board. 

AIR Board of Directors’ Board Minutes 

AIR Board of Directors’ Board Minutes from both face-to-face meetings and teleconferences record the Board’s actions, providing information about the concerns the Board addresses and how Board business is conducted. 

AIR Annual Reports 

The Board annual reports provide a historical view of the Association, including information on the financial health of the organization and data on membership.

AIR Governance and Policy Documents

Learn More About Policy Governance

John and Miriam Carver: carvergovernance.com
International Policy Governance® Association: policygovernanceassociation.org

AIR Board of Directors

The AIR Board of Directors, the governing body of the Association, sets its expectations for organizational accomplishment and conduct, periodically assessing organizational performance of these expectations. The Board gathers member input and uses it in decision making, to represent the membership. The Board has responsibility and authority for the Association’s fiscal controls and the conduct of an annual audit. 

The AIR Board consists of 12 individuals, including the officers (President, Vice President, and Immediate Past President) and nine at-large members. The President serves as Board- Chair/Chief Governance Officer, with the Vice President acting as Vice Chair. Serving on the Board as a volunteer leader is a three-year commitment of expertise and time and requires an understanding of Board governance and the field of institutional research.

Board Shared Responsibility 

Staff Oversight

• Selects the Chief Executive Officer when there is a vacancy. 
• Approves the compensation of the Chief Executive Officer. 
• Monitors and assesses the performance of the Chief Executive Officer. 

Board Selection and Orientation  

•  Fills any vacancies on the Board of Directors for the unexpired term. 

Finance

• Sets Executive Limitations Policies that the CEO must use in planning and monitoring Association finances, including the protection of Association assets. 
• Maintains responsibility and authority for the Association’s fiscal controls and the conduct of an annual audit. 
• Annually reviews and approves the membership fee structure. 
• Controls spending on governance support. 

Leadership and Planning

• Provides leadership of the organization in accordance with the Association’s Constitution and Bylaws. 
• Ensures legal and ethical integrity and maintains accountability. 
• Determines the organization’s mission and goals. 
• Connects with the Association members in order to understand their values, so that the Board can truly represent their interests. 
• Develops a comprehensive set of policies that guide all further organizational actions and decisions. 
• Creates a disciplined process of direction and a thorough system of monitoring performance using policy expectations. 
• Approves President’s recommendation for appointment of chairpersons of special committees.

Individual Board Member Responsibilities 

• Attends scheduled Board meetings: face-to-face and conference calls. 
• Reviews documents and is prepared to discuss business and make decisions. 
• Adheres to the AIR Board Member Code of Conduct. 
• Engages in Board self-assessment. 
• Assists in the orientation of new Board members. 

Leadership and Planning

• Ensures legal and ethical integrity and maintains accountability.
• Ensures effective organizational planning. 
• Provides for two-way communication with Association members. 

Committees

• Attends assigned committee meetings, remains abreast of committee activities. 
• Advises and serves as a resource to Chair of committee to which assigned. 
• Corresponds with Committee Chair in advance of Board meetings to assure timely submission of committee reports. 
• After each Board meeting, reviews Board decisions affecting committee. 

Officers

The Vice President is the only Board officer elected annually by the AIR Membership. The Vice President succeeds to the office of President at the termination of the one-year term as Vice President. The term of office for the individual elected Vice President is three years: one as Vice President, one as President, and the third as Immediate Past President/Nominations and Elections Committee Chair. 

The Vice President serves as Vice Chair of the Board of Directors, representing the President when the latter is unable to perform his or her duties. The Vice-Presidential year is very much an opportunity to learn about and participate in Policy Governance before succeeding to the role of President and Chief Governing Officer.

The President is the Chief Governing Officer (CGO) of AIR, serves as Chair of the Board, and is responsible for assuring the integrity of the Board’s process. As the CGO, the President organizes and coordinates the Board, and has specific duties outlined in the Governance Policies. The President does not set his or her own agenda but ensures that the Board sets priorities to accomplish its shared vision.

The Immediate Past President, with two years of previous Board Officer leadership experience, supports and mentors the President and Vice President. In addition, the Immediate Past President serves as Chair of the Nominations and Elections Committee.

The Board of Directors appoints a Board Secretary and a Board Treasurer from its membership. The Board Secretary ensures the integrity of the Board’s documents. The Board Treasurer ensures that the Board has enough information to make sound financial policies.

AIR Board Member Annual Time Commitment 

The following calculations are based on typical AIR Board member service for a regular/non-officer Board member who attends monthly calls, face-to-face meetings, and the AIR Forum. Time estimates do not include travel to face-to-face meetings or other activities while at AIR Forum: 

AIR Board Meetings and Regular Board Call Schedule 

Annually, each Board determines its own meeting and phone conference schedule. For the past several years, the AIR Board of Directors has met three times a year for face-to-face meetings. In addition to meeting at the annual AIR Forum, meetings have been held in the early fall and late winter. Meetings held outside of the AIR Forum have generally involved one full and one-half day. Besides face-to-face meetings, Board of Directors also held conference calls on a monthly basis that usually lasted 90 minutes. 

Board Members’ Code of Conduct 

The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as Board members. 

• Board members must have loyalty to the membership, unconflicted by loyalties to staff, and other organizations. 
• Board members must avoid conflict of interest with respect to their fiduciary responsibility - this includes avoiding employment by the Association (even for short-term contractual positions such as a workshop presenter), avoiding seeking grant funding from the Association, and minimizing other volunteer roles.
• Board members must clearly state when they are representing the Board and when they are not. 
• Board members may not attempt to exercise individual authority over the Association. 
• Board members will respect the confidentiality appropriate to issues of a sensitive nature.  
• Board members will be properly prepared for Board deliberation.  
• Board members will support the legitimacy and authority of Board decisions, irrespective of the member’s personal position on the issue.

AIR Nominations and Elections Committee 

The Nominations and Elections Committee (NEC) is a standing committee of the Board of Directors elected by the AIR membership and led by the Immediate Past President. The NEC produces a slate of six candidates for the three positions on the NEC, six candidates for the three at-large Board positions, and two candidates for the position of Vice President. The NEC ensures that elections are conducted properly and reports the results to the membership. Three members are elected annually for two-year terms.

Criteria for the NEC

The NEC is charged with screening candidates to produce a slate that is both qualified and representative. 

As such, the Board has identified the following qualities as necessary for the NEC:  

• Conceptual thinking,
• Ability to assert a point of view yet support group decisions,
• Listening skills,
• Support for the Carver Policy Governance model,
• Conscientiousness to commitments required by the NEC,
• Ability to advocate on behalf of all association members,
• Ability to reach out to a wide range of candidates; and
• Attentiveness to recruiting candidates who reflect the diversity of individuals and institutions represented by AIR.

Board Committee Principles

The following Board committee principles apply to the NEC: 

1. Board committees are to help the Board do its job, not to help or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees normally will not have direct dealings with current staff operations. 
2. Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the CEO. 
3. Board committees cannot exercise authority over staff. Because the CEO works for the full Board, he or she will not be required to obtain approval of a Board committee before an executive action. 

While the NEC as a board committee will not deal directly with current staff operations, the NEC does receive AIR staff support for its work. 

NEC Member Annual Time Commitment 

The following calculations are based on typical service for an NEC member who attends telephone calls and the face-to-face meeting and Policy Governance training at the AIR Forum. Time estimates do not include travel to face-to-face meetings or other activities while at AIR Forum; or time spent encouraging potential candidates to be on the ballot: 

NEC Meetings and Regular NEC Call Schedule

Each NEC determines its own meeting and phone schedule. For the past several years, the NEC has met at the annual AIR Forum. Additionally, the NEC held conference calls biweekly between July and March that usually last 60 minutes. 

Next Steps

Nominations

If a colleague nominated you, please consider whether this is the position in which you can best serve. If it is—terrific! All you need to do is agree to be considered. If it isn’t, just let any member of the NEC know that you would prefer to be considered for a different position. 

If you are considering self-nomination, first decide which role you would like to volunteer for: Board Member-at-Large, Vice President (succeeding to the office of President for your second year and to Immediate Past President for your third), or Nominations and Elections Committee Member. Once you’ve decided, nominate yourself. 

Selection

The NEC will review all the nominations to determine who will appear on the ballot. There are usually more nominees than ballot slots, and many of our volunteer leaders have been nominated several times before being selected as a candidate. 

Election

The NEC prepares a slate of six candidates for the three positions on the Nominations and Elections Committee, six candidates for the three at-large Board positions, and two candidates for the position of Vice President. This means that half of the candidates on the ballot will not be elected. It is not at all unusual, however, for candidates who are not elected to run again in a future election. 

Additional Information

Nomination and election information is available online and is regularly updated on AIR's Governance Page.

The Association for Institutional Research is a Michigan corporation operating as a nonprofit organization exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code, with its AIR Governance Opportunities 15 central office located in Tallahassee, Florida. The Board operates as a legal entity governed by the state laws of Florida and Michigan. 

The Association, through appropriate action of its Board of Directors or as provided by law, is empowered to indemnify any director, officer, employee, or agent, and his or her heirs, executors, and administrators, or any former director, officer, employee, or agent, and his or her heirs, executors, and administrators, to the full extent permitted by law. 

AIR covers the cost of governance, including governance training, all travel expenses for face-to-face meetings (including parking and meals per diem), conference calls, and staff support when required. While members are expected to attend the annual AIR Forum at their own expense, AIR covers the additional cost of stays extended for purposes of Board meetings and functions, including additional room and meals costs. 

You can find more information about the nominations and elections process on AIR's Governance Page.

If you have questions about the nomination process, please email air@airweb.org.