Board of Directors Role
The Role of the Denison Area Chamber of Commerce
Board of Directors
The Denison Area Chamber of Commerce Board of Directors consists of 15 board members, with the President and CEO of the Chamber serving as Secretary of the Board.
Terms of Service
All Directors must serve one three-year term with the option of an additional three-year term. At the end of two consecutive terms, the Director must remain off the Board for one year before applying for service again.
Attendance Requirements
Meetings are held the second Tuesday of every month at Noon at the Denison Area Chamber of Commerce offices unless otherwise announced. Full board meetings are held on the odd months, with committee meetings on the even months. Per the By-Laws of the Denison Area Chamber of Commerce, absence from three meetings in a twelve-month period constitutes automatic removal from the Board. The board may consider illness and mitigating circumstances in favor of any absence.
The Board members are strongly encouraged to attend and/or volunteer at Chamber events throughout the year. It is through the support of our volunteers that we are able to provide the many networking and community opportunities we provide on an annual basis.
Overall Responsibility
The Board of Directors serves as the policy body of the Denison Area Chamber of Commerce. As a group, they are responsible for approving an annual business plan and budget. The Board reviews all financial reports and has a fiduciary responsibility to the organization and its members. The Board works together in a selfless manner with good intentions for members' businesses and the community.
Duties
- Review and update (as necessary) the Chamber's mission, vision, and goals.
- Be familiar with the Chamber's By-Laws.
- Assist in planning a business plan, which may include an annual Board retreat or strategic planning session outside monthly meeting scheduled times.
- Individual Board members serve on committees and may be eligible to chair those committees as appointed by the Chair of the Board and approved by the Board.
- The Board shall help determine if new programs should be undertaken as the Chamber year progresses. They will review existing programs and goals and decide if they are being satisfactorily accomplished in alignment with the Chamber's mission, vision, and goals.
- The Board will review and participate in discussions with organization officers to assess and continue increasing the operating revenues to ensure a balanced budget.
- The Board shall recommend committees to refine the details of Chamber programs and keep their meetings concise and strict to the agenda.
- Individual Board members have no authority to commit the Chamber to any action or policy as a single individual without the majority vote of the Board.
- Report any conflicts of interest annually to the Board and the President/CEO and abstain from voting on conflicting matters.
Qualifications
The Board of Directors is the policy-making body of the Denison Area Chamber of Commerce. Board members represent the business and professional leadership of the community. In addition to genuine, unselfish interest in the Chamber, a member should possess the following:
- The willingness to take a leadership role in developing the Chamber's resources through both time and financial support of the Chamber programs and initiatives.
- Ability to work constructively with staff, committees, and other Board members.
- A background that provides sound judgment in considering problems and policies.
- Courage and willingness to help formulate Chamber opinion on community problems, even if controversial.
- Respect for associates, which will give leadership and inspire others to respond.
In addition, a Director should:
- Make every effort to be fully informed on the objectives and policies of the Chamber.
- Prepare to assume responsibility for making decisions for the organization.
- Recognize that their authority is limited to one vote and that they must abide by the majority vote and decision of the full Board.
- Provide financial support to the Chamber by sponsoring events when feasible.
Liability
Each board member and officer of the Chamber has a special liability concern because other Chamber members rely on you to look out for their best interests. Much of this liability will involve keeping a close eye on the finances on behalf of your members. This is known as your fiduciary duty. Breach of fiduciary duty would consist of disregarding the organization's By-Laws or the laws of Texas, abusing your position, or making a serious error in judgment (legally defined as failure to do what a reasonable person would do in a similar situation.)
The Chamber carries Directors' and Officers' liability coverage but does not exclude you from being liable for gross negligence.
Relation to the Public:
Each Board member is a representative of the organization and all of the members officially. Each member of the Board is an unofficial representative of the entire public. Board members should always be ready to defend the Chamber against criticism, or where the criticism may be justified, take steps to remedy the situation by bringing it to the Board's attention for action.
Relation to Staff:
While the Board is the Chamber's legislative and judicial arm, the policy's administration is delegated to the Chamber staff. The Chamber Board of Directors employs a President/CEO responsible for carrying out the Chamber's work program. The Board governs, and the President/CEO manages operations and staff. They must work together to accomplish the goals and mission of the Chamber. Individual Board members and staff should have a partnership relationship. There should be high respect for each other's responsibilities and roles. The President/CEO answers to the Board body as a whole or any committee approved by the Board and is given authority. The President/CEO can listen and take advice from individual Board members and could even seek counsel with individual Board members, but an individual Board member should never be considered the President's "boss" without a quorum of other Board members present. Any conflict or concern with the President/CEO should be reported to the Board Chair, and the Board quorum should take action.
Relation to the Board:
With respect to their relationship with other Board members, each Director is a partner in the important work of seeking to improve the community's commercial, economic, and civic life through the Chamber's activities.