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Nominations Now Open: 2018 Board of Directors


In an effort to encourage a more thoroughly representative slate of candidates, the Nominations Committee asks that members submit nominees for positions on the 2018 TFG Board of Directors “by petition.” This is a provision of our bylaws intended to benefit members.

The Nominations Committee asks that the names of potential nominees be submitted to govcom@tfguild.orgon or before September 10, 2017, along with the names of ten (10) members in good standing who endorse the nominee.[1] Petitions may also be submitted by US mail to the Guild office in Bellingham, Washington, but must be postmarked by September 10, 2017. All nominees and their endorsers must be Timber Framers Guild members in good standing.
 
Assuming that petitioned nominees are willing to run for the board of directors, their names will automatically be included on the slate. The Nominations Committee will submit its own slate of names to the Timber Framers Guild Board of Directors for approval; this slate may or may not include names of those who have been submitted by petition. The Nominations Committee intends to submit a slate to the board of at least two more candidates than there are seats open on the board. All names submitted by petition will be included in the final slate without distinction from those names submitted by the Nominations Committee. There are four (4) open seats for the term beginning January 1, 2018, and ending December 31, 2020.
 
Please review the election-related materials and board member descriptions provided here. As a side note to the board member description, a recent poll of current board members estimates that the average time spent per month on board-related activities is between 15 and 20 hours per board member. This does not include additional time involved with committee work as this varies significantly among the board members.
 
 
About the Board of Directors
 
From the bylaws of the Timber Framers Guild:
 

Article III
Board of Directors

Section 1. General Powers. The affairs of the Guild will be managed by or under the direction of its Board of Directors (individually “Directors” and collectively, the “Board”) and such staff as the Board may employ.
 
Section 2. Number and Qualifications of Directors.

  1. Number. The number of Directors will be twelve (12). Directors will serve for the term provided in Section 3 of this Article.
  2. Qualifications. The Directors specified in Section 2 shall at all times be adult members of the Guild, demonstrating a belief in and commitment to the Guild’s mission and purposes. Further, each Director shall be a person of experience and good reputation in the community who will actively support the goals and objectives of the Guild and who is willing to contribute his or her time and effort to achieve such goals and objectives. Directors shall have other such qualifications as the Board may prescribe by resolution or amendment to these Bylaws.

 
Section 3. Election and Term.

  1. Method of Election. Directors of this Guild shall be elected by the voting members at a meeting of the members from the slate of candidates presented at meeting of the members. The Clerk will accept nominations in writing up to thirty (30) days prior to the meeting. Any candidate nominated by at least ten (10) voting members shall be included on the slate of candidates up for election at the meeting.
  2. Terms of Office. Directors shall be classified with respect to the time for which they shall hold office by dividing them into three (3) classes, each class to consist of as nearly as possible, an equal number of Directors. The Directors of the first class shall hold office for an initial term of one (1) year, the Directors of the second class for an initial term of two (2) years, and the Directors of the third class for an initial term of three (3) years. At the close of each meeting where directors are elected, the successors to the class of Directors whose terms expire that year shall commence to hold office for a term of three (3) years, or until their successors have been elected and qualified. In the event of an increase in the number of Directors, the remaining Directors shall assign the newly created directorship(s) to the appropriate class or classes so that all three (3) classes shall continue to consist of, as nearly as possible, an equal number of Directors.

 
 
Position Descriptions for Officers & Members of the Board of Directors
 
Accountability. The officers of the board of directors include the president, vice president, past president, clerk, and treasurer. Each of the officers of the board shall be accountable to the board of directors and to the members of the Timber Framers Guild at large. The board and its officers may delegate one or more duties listed below to the executive director, Guild staff, or board members as appropriate, but accountability for those duties remains with the director(s) or the officer(s) responsible for the duty.
 
Fundamental to the position descriptions contained in this document is the philosophy that members of the board of directors are responsible for developing and maintaining the vision, values, and mission and setting the strategic direction of the Guild. In that regard, they serve an oversight role to the Guild’s professional staff. As defined elsewhere, the executive director has responsibility for management of the staff and execution of board directives.
 
President
As defined in the bylaws of the Guild, the duties of the president are to:

  • Serve a term as specified in the succession planning policy
  • Preside at the meetings of the Guild, the board of directors, and the executive committee
  • Serve as an ex officio member, with right to vote, of all committees except the nominating committee
  • Appoint members to committees other than the executive committee
  • Appoint a nominating committee to solicit candidates for directors
  • Appoint other committees on any subject for which there is no standing committee or council
  • Prepare an annual report of the state of the Guild, to be published in an official publication of the Guild

 
Additional duties and responsibilities of the president, any of which may be assigned to the vice president at the president’s discretion, are to:

  • Assure that the board of directors and its members are aware of and fulfill their governance responsibilities, comply with applicable laws and by-laws, conduct board business effectively and efficiently, and are accountable for their performance
  • Prepare an agenda for all meetings of the board, with due consultation with the executive committee, Guild councils, board committees, members of the board, and Guild staff
  • Organize and chair meetings according to accepted rules of order for the purposes of fostering a participatory environment and arriving at decisions in an orderly, timely, and democratic manner
  • Conduct votes of the board, executive committee, and Guild membership according to the bylaws
  • Serve as a representative of the Guild and the board of directors to the media, governmental or nongovernmental organizations or committees, allied associations, [and] funding organizations and donors
  • Serve as a signing officer of the Guild on matters approved by the board
  • Assure that structures and procedures are in place for effective recruitment, training, and evaluation of board members

 
Vice President
As defined in the bylaws of the Guild, the duties of the vice president are to:

  • Serve a term as specified by the succession planning policy
  • In the case of the death or absence of the president, or of his or her inability from any cause to act, the vice president shall perform the duties of the office of the president

 
Additional duties and responsibilities of the vice president shall be as assigned by the president.
 
Past President[2]
The past president is not currently recognized as an officer in the bylaws, hence no duties are
listed in that document.
 
As a new officer of the board, the duties and responsibilities of the past president are to:

  • Assist the other officers of the board in making a smooth transition leadership following their selection as officers
  • Serve as a voting member of the executive committee for one year after completing the term as president

 
Additional duties and responsibilities of the past president shall be as assigned by the president.
 
Clerk
As defined in the bylaws of the Guild, the duties of the clerk are to:

  • Serve a term as specified by the succession planning policy
  • Assure that notice of all meetings of the Guild is issued
  • Attend all meetings of the Guild and the executive committee
  • Record, review, and disseminate the minutes of the executive committee meetings to the board of directors
  • Assure that minutes of meetings by the board of directors and official meetings by the Guild are recorded, reviewed, approved by the board, and posted to the membership

 
Additional duties and responsibilities of the clerk are to:

  • Serve as the chair of the governance committee.
  • Assure that the records-retention policy is reviewed and approved annually by the board and executed
  • Assure that staff creates and maintains a repository for all Guild documentation that is secure, managed, searchable, and accessible
  • Assure that membership records are maintained accurately by Guild staff
  • Assure that an up-to-date copy of the by-laws, policies and the rules of order are available all board and official Guild meetings
  • Assure that votes are received and tallied, and that election outcomes and other official votes are announced to the Guild membership
  • Assure that board and executive committee meetings follow by-laws and policies
  • Educate new board members regarding the function of the board and their new responsibilities
  • Assure that regular board, committee, and council performance reviews are performed, reviewed, and distributed
  • Fulfill other responsibilities assigned by the president

 
Treasurer
As defined in the bylaws of the Guild, the duties of the treasurer are to:

  • Serve a term as specified by the succession planning policy
  • Serve as financial officer of the organization and as chair of the finance committee
  • Deliver monthly financial reports to the board
  • Review the annual, year-end financial statements and present them to the board according to policy
  • Prepare an annual financial report on the financial state of the Guild, to be published in an official publication of the Guild within 90 days of the close of the fiscal year

 
Additional duties and responsibilities of the treasurer are to:

  • Provide oversight of financial transactions
  • Serve as chair of the finance committee
  • Present finance committee recommendations to the board regarding all financial matters of the Guild, including official annual tax and audit reports
  • Serve as a signing officer of the Guild on matters approved by the board
  • Fulfill other responsibilities assigned by the president

 
Members of Board of Directors
As defined in the bylaws of the Guild, the duties of the directors (individually and collectively) are to:

  • Serve terms of three years with a limit of two consecutive terms
  • Attend meetings of the board and of the Guild
  • Communicate with other organizations interested in timber framing
  • Employ and oversee agents and executive staff to carry out the business of the Guild
  • Devise and execute such other measures to promote the objectives of the Guild and to protect the interests and welfare of its members

 
Additional duties and responsibilities of the directors are to:

  • Establish and promote the mission, vision, and values of the Guild
  • Establish the strategic direction and long-range plans of the Guild
  • Approve an annual budget
  • Conduct regular performance reviews of the executive director
  • Assure that regular performance reviews of the Guild staff are conducted
  • Review bylaws annually and propose amendments as required
  • Chair or serve on committees and councils
  • Assure the smooth succession of the new board
  • Attend and assist with the activities and events of the Guild
  • Serve as an ambassador for the Guild and timber framing
  • Either directly (e.g. via the endowment committee) or indirectly (e.g. via the executive director) assure that structures and procedures are in place for securing the resources required by the Guild through fundraising campaigns and contributions of services and money
  • Fulfill other responsibilities assigned by the president

 
Reference Documents
The duties and responsibilities contained in the following documents are adopted as applicable to the officers and directors of the board by reference:

  • Guild bylaws
  • Guild policies
  • Council bylaws
  • Committee charges

 


[1] Although it seems early in the year to begin considering nominating candidates for the board of directors, the process of nominating and electing new members is a lengthy one and it is time to begin again. With the passage of our new bylaws earlier this year, the Governance Committee spent some time reviewing the nominations process and policy. Although we made no substantive changes to the policy, we did refine the process and timeline for nominations. In the past, the Nominations Committee (now part of the Governance Committee) had reached out to members for suggestions of potential board members to be added to the slate. The committee reviewed these suggestions and forwarded recommendations for a slate to the board for approval. The consequence of this procedure is that not all of the suggested names would necessarily appear on the proposed slate. By the time the board-approved slate was announced to the voting membership, the process of members submitting additional names by petition became cumbersome in relation to the necessary timeline of the elections process.
 

[2] Should the president of the board hold that office during the last year of his or her term as a director, he or she shall be accorded a one-year extension to his or her term as a director to permit service as past president. In effect, the past president serves as a thirteenth member of the board.


Published on Aug 4, 2017

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