Board Member Descriptions

Position: Member of the Board of Directors

Term: Three Years

Eligibility Criteria for Board Members:

• Active member in good standing consecutively for the past five years and recognized as a leader in the field of endocrinology.
• Recent experience serving on committees, task forces, and/or working groups, preferably as chair.
• Candidates must possess the following board-approved competencies that will support their responsibilities: organizational knowledge and stewardship; strategic thinking and leadership; communication; and collaboration.

Major Responsibilities:

To embrace the Endocrine Society’s mission, vision, and Strategic Plan and provide leadership in its effective implementation and regular assessment; to govern the Society as described in the Bylaws with foresight, leadership, and commitment to high ethical standards; to serve as an ambassador of the Society; and to participate on committees and other groups as follows:

• Provide fiduciary and legal oversight to the Society, including approving the Society’s annual budget and enforcing and maintaining its bylaws, policies, and procedures.
• Contribute to the Society’s achievement of its Strategic Plan (SP) by participating in an annual discussion on SP priorities, ensuring the Board consistently conducts environmental scanning and looks for trends and potential opportunities.
• Appoint experienced, highly qualified, and diverse members to the Nominating Committee, based on a systematic outreach process to identify prospective members via a Call for Nominations.
• Articulate the knowledge and talents needed on the Board so the Nominating Committee can best fulfill its responsibility for selecting candidates for Society leadership positions.
• When asked by the President, serve as representative or ex-officio member of one or more committees and serve as member or chair of special task forces.  Ensure that the committee(s) are informed of the Board’s priorities and maintain communications between the committee(s) and the Board.
• Develop and approve policies and procedures compatible with good business practice and the mission of the Society.
• Attend all meetings of the Board and task forces to which the member is appointed and actively participate in the decision-making process. Be well-informed about issues before the Society and the Board and support Board decisions. 
• Hire, support, and evaluate performance of the Chief Executive Officer.
• Evaluate Board performance, monitor, and follow-up on actions identified at Board meetings.

Excerpt from Society Bylaws, ARTICLE XIII – Miscellaneous, section 5.

F. No non-officer member of the Board of Directors, acting as such, shall receive salary, honorarium, or similar compensation from the Society, except upon affirmative vote of a majority of Society members.  Reimbursement of reasonable expenses paid or incurred by the member of the Board of Directors, on Society duties, shall not be treated as compensation.

G. The Society shall not enter into any agreement with a member of the Board of Directors for the furnishing to it of goods, services, or facilities. Such prohibition shall extend to the family of any member, to any firm owned or controlled by any member, and/or any member of his or her immediate family.

Expected Time Commitment: Board members will be expected to attend all Board meetings and calls, and the Endocrine Society Annual Meeting.  Attendance at meetings will require approximately 12 days per year.  Board members are also required to review all relevant materials in preparation for meetings.

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Board Representative to Committees

Term:  Coincides with term on the Board

Major Responsibilities:

The Board Representative ensures an open line of communication between the Board and committee so there is clarity of priorities, roles, and responsibilities.  Board Representatives should participate in committee discussions and contribute to its overall success as follows: 

• Understand the committee’s goals and priorities and maintain regular communication with Chair/Co-Chairs and Staff Representative(s) to ensure initiatives are linked to the Strategic Plan. 
• Work with Chair/Co-Chairs to facilitate environmental scanning discussions and bring those insights to the Board of Directors to help with identification of new opportunities and annual priorities.
• Contribute to assigned committee’s program or initiatives development and evaluation by generating/reviewing materials, content, or curricula consistent with the group’s charge and workplan, providing an unbiased perspective to discussions around enhancements and/or programs to potentially sunset.
• Be prepared and actively participate in all meetings and provide regular updates on Board of Directors initiatives at each meeting.
• Nurture relationships with other group members to strengthen the leadership pipeline and identify future chairs and Board of Directors members.

Expected Time Commitment:

Board Representatives are expected to participate (either in person or by conference call) in all meetings of the assigned committee as well as all scheduled conference call meetings between in person meetings.

Board Representatives are expected to take the time to become fully informed about the committee meetings’ agendas as well as any items relevant to the assigned committee that are on the Board agenda.

Time commitment as Board Representative will typically take approximately four days per year in addition to time spent as a Board member (if in person attendance at meetings is required).

Appointment Process:

The President-Elect, as part of the task of filling committee vacancies for his/her presidential year, will appoint Board Representatives, typically from among newly selected Board members.  Although the term of Board Representative is normally expected to be the same as the individual’s term on the Board, Board Representatives serve at the discretion of the President.

Criteria for Appointment:

The President-elect will make every effort to match Board Representatives with committees based upon background knowledge and expressions of the Board members’ interests; however, this may not be possible due to the limited number of Board members.