Board Roles and Responsibilities

Board’s purpose:
In general, the responsibility of the board and its directors is governance and oversight. It is not the board’s function to be directly involved in day-to-day management, but to protect members’ interests and to work to fulfill the mission of the organization by directing and overseeing corporate strategy and its execution by senior officers.

Board duties and responsibilities:

  • Participate in setting the organization’s major strategies, business plans, and budgets, and monitor the organization’s progress and performance in attaining those plans.
  • Assure adequate resources to achieve major strategies and initiatives.
  • Provide guidance and advice to the CEO for achieving the organization’s goals.
  • Establish the qualifications, skills, and character needed by the organization’s CEO; hire, develop, and fire the CEO as necessary or appropriate; and establish appropriate limits on the CEO’s authority.
  • Monitor adequacy and accuracy of financial reports under the guidance of auditors, the Audit & Finance Committee, and executive management.
  • Understand and approve the individual compensation packages of salary, bonus, equity, fringe benefits, severance pay, etc., for all executive officers; approve the compensation philosophy and the benefit plans for all non-executive employees.
  • Approve board governance and policy documents, including changes to Articles of Incorporation and the Bylaws.
  • Adopt key operating policies and procedures, and approve major contracts as appropriate under the Chart of Authority.
  • Obtain input from management and other credible sources to understand the principal “enterprise risks” that may potentially affect the Organization and understand the Organization’s programs and contingency plans for dealing with such risks.

OIA Board Approved-January 20, 2015