ARCHIVED: AALL Executive Board Governance Model

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AALL Executive Board Governance Model

Prepared By Roger H. Parent
Reviewed by Executive Board Governance Committee: Karl Gruben, Chair, Barbara Bintliff, Elmo Dattalo, Maryruth Storer, Bob Oakley and Margie Axtmann

Final October 2000
Executive Board November 2000 Tab 8


In the fall 1997 and 1998 the AALL Executive Board engaged in two retreats that focused on its role and responsibilities. Grace McGartland and Maureen Sullivan facilitated these retreats respectively. The Board reviewed its own recent history and practices, and reviewed the principles promoted by John Carver, author of Boards That Make A Difference. Some Board members had attended Carver workshops in the recent past as part of their orientation to the AALL Board. In 1996 Muriel Carver had conducted the Board retreat in Chicago. Both John and Muriel Carver are the source for the italicized "quotes" below taken from their training sessions.

In 1998 the Board "approved by consent" the following description of its ongoing or "perpetual" roles, its values and practices, and its decision-making guidelines or model. The Board asked that this document be shared with new Board members in the future.

Roger H. Parent prepared this summary in September 2000 at the request of the Executive Board Governance Committee. It incorporates the concepts and shared beliefs of the AALL Board who participated in the 1997 and 1998 retreats. (Summaries of those retreats are available from the Executive Director.)

The Executive Board Governance Committee reviewed this final draft and asked that it be forwarded to the Executive Board for their review in November 2000.

The Governance Model addresses the following three areas:

  1. AALL Executive Board Roles

  2. AALL Executive Board Values And Practices

  3. AALL Executive Board Decision-Making


The fundamental purpose of the AALL Executive Board is to provide vision and leadership in fulfilling the AALL's mission and making a positive difference in the professional lives of its members.

The Board has three primary roles:

Use Board time to create the future more than to review the past, to stimulate debate about goals rather than process, and to look outside the organization more than inside.

  1. To act as a change agent and keep the Association relevant and vibrant.
  2. To serve as an active and responsible representative of the whole membership.
  3. To be a wise steward of the Association's resources, staff and member time, and funds while recognizing that sometimes there is a tension between stewardship and entrepreneurial risk-taking.


Boards set policies and expectations, assign responsibility to others - volunteers, committees and staff - and hold them accountable for results. They set realistic expectations and lead the organization into the future. Boards spend most of their time addressing goals with a long-term horizon. These goals describe what will be done, for whom and at what cost.

  1. Challenges the status quo and causes actions to occur within AALL.
  2. Respects the differences among individuals on the Board and recognizes that some are greater risk takers than others.
  3. Acknowledges tension and handles controversy where they exist.
  4. Takes action even though there is opposition from the membership.
  5. Maintains awareness of key trends and issues in the larger environment in which members are and might be working.
  6. Participates in shared learning activities about the future.
  7. Encourages research.
  8. Creates a vision of what the profession and the Association might become in the future.
  9. Inspires a shared vision.
  10. Identifies and addresses strategic issues; engages the membership in discussions about these issues and secures their support for change.
  11. Identifies change agents and leaders within and outside of AALL and consults with them.
  12. Decides what needs to be done and delegates authority and responsibility to others.
  13. Sets priorities and is clear about desired outcomes.
  14. Empowers and enables others.
  15. Approves adequate funding for projects to ensure success.
  16. Monitors progress.
  17. Evaluates results.


Boards represent the owners/members. Boards are accountable to the owners/members and provide the essential link to them.

  1. Engages in regular and frequent dialogue with members, including younger and newer members, Chapters and others to seek or provide information.
  2. Discusses strategic issues with leaders, SIS's, Chapters and members.
  3. Communicates its views and those of AALL members to others outside the Association such as other associations and legal publishers.
  4. Represents and acts for the membership for the good of the whole.
  5. Seeks input from underrepresented (on the Board) segments of the membership.
  6. Makes informed decisions that are shaped by membership input and expert opinion.
  7. Makes decisions on behalf of the membership.
  8. Decisively handles recommendations from groups and committees.
  9. Communicates decisions and actions to entities immediately after Board Meetings.
  10. Maintains appropriate level of involvement with groups as they are working (for example invite Chairs of Committees and Task Forces to meet with the Board periodically and to participate in retreats, etc.)
  11. Uses all available forums and avenues to inform membership, such as posting the Secretary's and Treasurer's reports on AALLNET and publishing them in AALL Spectrum, broadcast faxes and e-mail, and Chapter visits. Preparing informational audio and videotapes might be considered in the future.
  12. Articulates clear messages and explains issues.
  13. Makes decisions based on what is best for AALL.
  14. Maintains regular, open, two-way communication with SIS's, committees, task forces, past-presidents, Chapters, etc.


Boards check regularly with the staff and committees to whom it has delegated tasks to ensure that results are achieved.

  1. Fulfills a fiduciary responsibility that includes:
    • Identifying sources of funding
    • Allocating resources through an orderly process.
    • Establishing sound and prudent financial and personnel policies.
    • Setting guidelines for annual budgets.
    • Approving annual and other special project budgets.
    • Monitoring the expenditure of resources.
    • Reviewing financial and other reports regularly and thoroughly.
  2. Delegates authority, guides work and progress, and holds committees accountable for results.
  3. Allocates appropriate level of resources to committees so that they are successful.
  4. Approves selection and evaluation of Executive Director.
  5. Delegates authority and responsibility for staff work to the Executive Director.
  6. Monitors results.


Only the Board as a whole has authority, individual Board members have no authority. The Board must speak with one voice.


The Board adheres to the following values in its work as a group and in its dealings with others:

Values a strong, unified and collegial board that speaks with one voice.

Values informed decision-making, risk-taking, and decisive behavior.

Values its own leadership development through governance training and team building that acclimates new board members.

Values close and productive relations with staff.

Values open and effective communication.

Values behavior that conforms to the highest ethical standards.

The Board adheres to the following practices:

  1. Encourages everyone to participate, express their opinions and ask questions.
  2. Uses active listening techniques, listens non-judgmentally with attention and an open mind.
  3. Builds a strong, unified, collegial board that welcomes and respects individual style, different opinions and viewpoints and the diversity of members.
  4. Board members express their views openly and candidly at Board meetings, yet, when there are disagreements at Board meetings among members with different views, everyone publicly supports the actions once taken by the Board.
  5. Focuses on areas of agreement and strives for consensus.
  6. Periodically during discussions, pauses or stops, takes stock, and asks, "How are we handling this issue?"
  7. Makes informed decisions.
  8. Is mindful of the process but remains focused on the work that must be accomplished.
  9. Acts decisively and is willing to take a risk.
  10. Assesses both the immediate and long-term impact of decisions.
  11. Engage in discussions of differences in a way that maintains and builds positive and constructive relationships.
  12. Allows ample time for discussion to fully explore differences.
  13. Reviews its own performance from time to time:
    • Sets goals for itself
    • Identifies its achievements
    • Identifies areas where work needs to be done
    • Measures progress against agreed upon benchmarks


The Board spends its time becoming educated about issues and well-informed about goals, gathering data from experts, talking to outside parties and creating the future.

The Executive Board is a crucial decision-making group in AALL. They are elected by the members to serve and make decisions in the membership's best interest. In addition to creating and approving the Association's strategic plan every few years, the Board is responsible for many other decisions. The Board approves the annual budget, a wide-range of policies that govern AALL entities, like SISs and committees, and they oversee and evaluate the Executive Director.

Given the scope of the Board's authority and responsibility, high quality, well-informed decision-making is essential to AALL's future and its success in meeting member needs and expectations.


  1. They establish in advance and communicate to others the criteria that they will use for making the decision.
  2. It will:
    • Benefit members and be in their best interest.
    • Be consistent with AALL bylaws, policies, values and strategic plan.
    • Be based on relevant and available information
    • Be the best available option chosen from among carefully explored alternatives.
    • Be feasible within available resources.
    • Have the desired impact.
    • Be worth the effort and expense.
  3. They identify the information that will be required beforehand and they obtain it.
  4. They review documents, reports and recommendations carefully before each meeting. AALL entities and staff prepare and submit these documents; they are reviewed by the President and Executive Director and submitted to the Board well in advance of their meeting.
  5. They inform and involve others in their decision-making process by finding ways to assure input from different parts of membership for the broadest possible input.
  6. They approach opinion leaders and discuss issues with them; seek their opinions ahead of time; distinguish between opinion leaders and change agents.
  7. Affected entities participate meaningfully in the process and have the opportunity to express their views, contribute to the discussion, and influence the nature of the Board's decision.


  1. They identify and carefully weigh the pros & cons.
  2. They understand and anticipate the likely consequences.
  3. They explore all available options, alternatives and choices; look for different ways of accomplishing a goal.
  4. They measure their choices against previously approved criteria.
  5. They are clear about the desired objectives and results.
  6. They test for consensus among decision-makers and other stakeholders. They ask, will every Board member support the decision?
  7. They listen to all concerns with an open mind and try to respond to them.
  8. They recognize and deal with interpersonal tensions: what are the Board and the members willing to support at this time?
  9. They evaluate the amount of time they spend on an issue and its relevant importance to members.
  10. They continually ask, how will this decision make a difference and benefit members?
  11. They consider timing in light of what's occurring in the outside world. Is this the right time to make this decision?
  12. They know when to stop discussing an issue and either decide or take it off the table.
  13. They select their issues carefully. What do we want to "go to the mat" for?


  1. They are specific and clear in their action. They avoid confusion in transmitting their action to others, and in giving direction to those who must implement the decision.
  2. They communicate the decision and the rationale to everyone; if needed, they sell it.
  3. They develop a strategy for gaining support for the decision and they build commitment and understanding among stakeholders and others.
  4. They monitor the implementation of the decision periodically according to an approved schedule for review.
  5. They monitor key factors that will influence implementation.
  6. They reevaluate a decision and the approach that was used whenever they encounter resistance or unexpected hurdles and they plan to overcome them.