Board officers¶
Status: Draft, pre-formation. The four officer roles are named in bylaws.md Article IV. This document expands those references into working role descriptions for the founding board to adopt.
All four officers are directors first. They owe the same fiduciary duties of care, loyalty, and obedience described in the recruitment kit. The officer role is additional duty layered onto board service.
Common terms¶
| Aspect | All officers |
|---|---|
| Eligibility | Must be a sitting director |
| Term | 1 year, renewable; aligned with board term |
| Election | Elected by the board from its members at the organizational meeting and each annual meeting |
| Compensation | None for board service; reasonable, pre-approved expenses reimbursable |
| Removal | By two-thirds of remaining directors, with or without cause; the underlying board seat is unaffected |
| Vacancy | Filled by board action for the remainder of the term |
| Insurance | D&O coverage from the day Articles are filed |
Chair (also called Board Chair or President)¶
Purpose¶
Leads the board. Runs board meetings, sets the strategic agenda with the Administrator, and serves as the primary spokesperson when one is needed.
Specific duties¶
- Presides at all board meetings and any membership meetings
- Sets the board agenda jointly with the Secretary and Administrator
- Co-signs with the Secretary the minutes of each meeting
- Co-signs major contracts with the Treasurer when board has authorized
- Speaks for the Guild on board-approved positions; defers technical questions to the Administrator
- Conducts the annual board self-assessment per compliance calendar
- Calls special board meetings when warranted
Authority and limits¶
- May not bind the Guild contractually except as the board has expressly authorized
- May not act unilaterally on policy; the board acts as a body
- May not direct staff outside the agreed strategic priorities; staff supervision flows through the Administrator unless the board has hired the Administrator's successor
Time commitment¶
~10–15 hours per month average; heavier in months around the founding convening and annual meeting.
Reports to¶
The board collectively.
Vice Chair¶
Purpose¶
Backs up the Chair, takes on a defined leadership portfolio, and is the natural Chair-successor pipeline.
Specific duties¶
- Presides at board meetings in the Chair's absence
- Leads at least one committee or strategic priority area assigned by the Chair (for example: external relations, governance review, or strategic planning)
- Reviews the board calendar and agenda with the Chair
- Substitutes for the Chair in external commitments when needed
Authority and limits¶
Identical to a director's, plus whatever specific authority the Chair delegates in writing for the Chair's absence.
Time commitment¶
~6–10 hours per month.
Reports to¶
The board collectively; coordinates with the Chair.
Secretary¶
Purpose¶
Custodian of the corporate record. Ensures meetings are properly noticed, minutes are accurate and preserved, and policies are signed and current.
Specific duties¶
- Issues notice of board and member meetings consistent with bylaws
- Records minutes of all board and committee-of-the-whole meetings
- Maintains the minute book (resolutions, ADRs, signed policies, conflict-of-interest disclosures, signed acknowledgements)
- Maintains the official record of bylaws and policies in current form
- Confirms each January that all directors and officers have re-signed COI, Code of Ethics, Code of Conduct, and Whistleblower acknowledgements
- Coordinates the annual roster refresh with the Volunteer Program Lead
- Co-signs minutes with the Chair after board approval
Authority and limits¶
- Custodial; the Secretary does not adjudicate disputes about what was decided — that is the board's job
- Cannot edit minutes after board adoption; corrections require a board action
- Not the spokesperson; refers media to the Chair or Administrator
Time commitment¶
~6–10 hours per month; ~12 hours per month around the annual cycle.
Reports to¶
The board collectively.
Treasurer¶
Purpose¶
Senior financial officer of the Guild board. Owns the integrity of financial reporting to the board, oversight of the Bookkeeper, and stewardship of audits and tax filings.
Specific duties¶
- Chairs the Audit & Finance committee
- Recommends the annual budget and dues schedule to the board
- Reviews the monthly financials prepared by the Bookkeeper before they go to the board
- Recommends and supervises engagement of the audit/review firm and tax preparer
- Reviews and signs Form 990 working papers before board approval; co-signs the filed return
- Reviews §6033(e) member-notice methodology each year
- Co-signs major contracts with the Chair when board has authorized
- Maintains the schedule of authorized signatories on bank and Stripe accounts
- Recommends financial controls, including the dual-control policy for payments above $X (set in delegation policy)
Authority and limits¶
- May not unilaterally approve payments above the bylaw-defined limit
- May not waive controls (e.g., dual signatures) without board action
- Recommends, supervises, and reviews — does not perform daily bookkeeping
Time commitment¶
~10–14 hours per month average; ~20 hours per month during audit and 990 windows.
Reports to¶
The board collectively. Brings recommendations from the Audit & Finance committee.
When officers act jointly¶
| Action | Required co-signers |
|---|---|
| Major contracts (above signing limit) | Chair + Treasurer, with board authorization |
| Form 990 filing | Treasurer signs as preparer-of-record reviewer; board approves filing |
| Bank account opening, signatories | Treasurer + Chair |
| Litigation engagement | Chair + Treasurer, with board authorization |
| Press statements on board-approved positions | Chair, optionally with Administrator |
Continuity and recordkeeping¶
- Each officer maintains a written handover memo updated each January describing active matters, key contacts, and outstanding obligations
- Handover memos are kept in the minute book by the Secretary
- On a planned officer transition, the outgoing officer walks the incoming officer through the handover memo before the seat is filled