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BOARD JOB DESCRIPTION AND RESPONSIBILITIES                    G-1

The Board of Directors represents the interests of the membership, provides strategic direction expressed in broad policies and offers clear future oriented leadership, outward vision and a broad range of viewpoints. Composition of the Board of Directors shall include character, talent, and loyalty to PAMA, and foster diversity* into the whole of the organization.


The PAMA Board is accountable for the organization it governs. It exists on behalf of the membership who morally owns the organization.

The Board of Directors is responsible to the general membership of PAMA and has the specific duty of ensuring that the activities of the association are consistent with the purposes stated in Article 2 of the Bylaws.


In performance of this duty, under Governance Policy, the Board shall set goals and establish policy and procedures, to obtain such goals.


Job Description

1. The Board will direct, control, and inspire the organization through written Board policies that are forward-looking, including influence of external factors and trends and capturing all relevant values for the successful outcomes and conduct of PAMA.

1.1. Ends. Board policies on Ends which state PAMA products, services, impacts, benefits, outcomes; the intended recipients; and acceptable costs thereof.

1.2. Relationships. A Board policy on Relationships, in one document, wherein the Board reserves authorities to itself and delegates specific responsibilities to the President and Operating Committees.

1.3. Limitations. Board policies on Limitations on the President, Operating Committees, and Board Councils to prohibit actions unacceptable to the Board of Directors, including those related to new business ventures, acquisitions, major partnerships, budgeting, financial management, and planning.

1.4. Governance. Board policies on Governance Process, which state the philosophy and methods of the Board of Directors' own operations, such as Bylaws interpretations, and proper composition of Board Councils.

2. Assure performance of Board Councils, Operating Committees, and the President through assessment and response to results oriented data on any person or entity to whom the Board of Directors has delegated authority.

3. Represent the interests of the membership, and the viewpoints of members, chapters, and constituencies., thus requiring the PAMA operating organization to serve member interests.

4. Provide fiduciary oversight by assessing reports of membership, cash flow, financial position, net Income, and legal challenges.

5. The Chairman will seek approval from the Board on selections for vacant or vacated positions including the Board members, the President, Board Councils, and Operating Committees.

6. Monitor Performance: policy compliance, Board Council performance, Operating Committee performance, Staff performance, and new ventures.

7. The Board will review and approve award recipients.


* Diversity is defined by the Board to include, but not be limited to culture, national origin, age, gender, technical/managerial position, race, physical ability, industry sector, and geographic location.

Approved: October 6, 2006


ROLE OF THE CHAIRMAN                                                                G-5

To serve as the Chair of the Board and be the primary representative of the Board of Directors.


1.The Chairman or person delegated by that person chairs Board meetings and ensures that the Board behaves consistently with its own policies and those legitimately imposed upon it from the membership and outside the organization.


1.1.   Meeting discussion content will only be those issues that clearly belong to the Board.

1.2.   Deliberation will be timely, fair, orderly, and thorough, but also efficient, limited to time, and kept to the point.

1.3.   The Chairman will be responsible for selecting appropriate dates for the Board of Directors’ meetings, at least two per annum.

2. The Chairman is authorized to make decisions between Board meetings on behalf of the Board when such decisions are a reasonable interpretation of Board policies.

2.1.   The Chairman has no authority to make decisions beyond policies created by the Board.

3. Chairman may, at his or her discretion, identify focus areas as long as they are consistent with the Ends established by the Board.

3.1.The Chairman will be responsible for the appointment of Council Chairs and Operating Committee Chairs as per the Association Bylaws and other board vacancies as deemed necessary. Including the Nominations Councils.

3.2.The Chairman and the Treasurer have authority to suspend the Board policy regarding reimbursement of member leader travel costs. (If the Chairman is requesting the exception, then the decision must be by the Treasurer and Assistant Treasurer. If the PAMA Treasurer is requesting the exception, then authority must be by the Chairman.)

4. The Chairman will actively engage in publicity to promote PAMA on a national level as the official spokespersons of PAMA.

4.1. Establish and maintain contacts with outside associations and organizations which will benefit and promote the interest of the association.

                                                                                                           Adopted: October 2006


ROLE OF THE VICE CHAIRMAN                                                      G-6

Is to be directly responsible to the Chairman and assist him in overseeing the work of all Directors, Regional Directors, Operating Committees, and Councils and their activities, including communications.


1. The Vice Chairman will assume the duties of the Chairman should the Chairman not be present at the Board of Directors’ meetings or be unable to complete the term of office.

2. The Vice Chairman will be responsible for carrying out all tasks or duties as assigned by the Chairman.

3. Strengthen PAMA support.

3.1. Establish and maintain contacts with outside associations and organizations which will benefit and promote the interest of the association.

3.2. Act as a spokesperson for PAMA.

                                                                                         Adopted: October 2006


ROLE OF THE TREASURER                                                             G-7

The Treasurer as a member of the Board of Directors, supports and assures implementation of policies adopted by the Board of Directors. (Refer to PAMA Bylaws – Board of Directors). The Treasurer shall perform all of the duties of the office of Treasurer as well as other duties prescribed by the Board of Directors from time to time. In the absence or disability of the Treasurer the Chairman shall appoint a replacement with the approval of the Board of Directors. The role of the Treasurer as a member of the Councils below is to review financial statements, develop fiscal policies, review business plans, and confirm budgets.


1.The Treasurer is authorized to sign all deeds, mortgages, contracts, and other instruments requiring execution by PAMA (when not otherwise delegated to staff). The Treasurer shall have full power and authority to vote and act with respect to all stock and other securities in any other corporation owned by PAMA. (Refer to PAMA Bylaws )

2.The Treasurer will review for audit all PAMA checks over $15,000 on a monthly basis.

3.The Treasurer will serve as a member of the following Councils:

A.Administrative Council

B.Compensation Council

C.Finance Council

D.Financial Audit Council

4.The Treasurer, as a member of the Finance Council, is responsible for:


A.Supporting and assuring implementation of the Financial Management Policy. When the Finance Council determines that the FMP requires changes and appoints a sub-Council to formulate changes, the Treasurer or Assistant Treasurer will chair the sub-Council.


B.Approving Finance Council reports to the Board of Directors

     i. The Treasurer will provide timely reports to the Board of Directors. The Treasurer may request the Finance Council Chair to give this report (when not otherwise delegated to Staff.)

                                                                                                           Adopted: October 2006

ROLE OF THE DIRECTORS AT LARGE                                         G-8

The Directors will be directly responsible to the Vice Chairman and will assist him in overseeing the work of all Operating Committees and Councils. The Directors will be responsible for carrying out assigned duties and tasks as assigned by the Chairman and/or the Vice Chairman.


A Director, when designated by the Chairman, will assume the duties of the Chairman should the Chairman and the Vice Chairman not be present at Board of Directors’ meetings.


A Director will assume the duties of the Chairman and the Vice Chairman should either of these officers become incapacitated or death occur as approved by the Board of Directors.


Directors will establish and maintain contacts with outside associations and organizations which will benefit and promote the interest of the association.

                                                                                         

Adopted: October 2006

ROLE OF THE SECRETARY                                                             G-9

The Secretary will be directly responsible to the Chairman for the purpose of record keeping for the association.


The Secretary shall record and file the minutes of all Board of Directors’ meetings through the PAMA office.


The Secretary shall record and file the minutes and proceedings of the Association’s Annual Convention and have available within 90 days.


The Secretary shall prepare and present the minutes of the previous Board of Directors’ meeting within 30 days of that meeting for approval.


The Secretary will be responsible for maintaining the archives of the association, i.e., membership applications, correspondence, monthly copies of newsletters, and other written material as the association may publish, plus a Master Membership Roll.  This will be maintained by association headquarters staff. The Secretary will audit and oversee.


The Secretary shall be responsible for any request for bylaw change.  This will include proper documentation presentation to the Board and Membership.During voting issues, the Secretary will be responsible for the issuance and count of all proxy votes, and for assurance of quorum at Board of Directors’ meetings.

                                                                                         Adopted: October 2006


ROLE OF THE REGIONAL DIRECTORS                                       G-10

To become the primary conduit or vehicle that links the Board of Directors with the approved Chapter/Members within their designated region.


Accountability

The Regional Director assigned to Council of Regional Directors (CORD) will work with the other Regional Directors assigned to designated regions (Ref Bylaws).  They will assist in monitoring the system, investigate any irregularities or lapses in communication and support, identify procedures or personnel deficiencies and provide recommendations to the Board of Directors.


Responsibilities

  1. Actively promote the association through meetings and publicity.
  2. Participate in public membership drives.
  3. Assist in establishing chapters and new members within the region.
  4. Ensure timely and precise commutations from the Board of Directors.
  5. Provide feedback from the region.
  6. Assist Chapter Representatives in the preparation and operation of regional meetings and/or symposiums.
  7. Represent the region, both Chapters and individual members, at the Board of Directors meetings.
  8. Conduct regional Chapter Representative meetings.
  9. Attend the Board of Directors meetings.

Election process

Article Seven: Section 1.A.2) of the By-laws: One Director for each of the designated Regions selected by the local chapters in that region.  In the event there is no chapter in a region, the position can be filled by the Chairman.

                                                                                                           

Financial Support for Board of Directors Meeting Fund

As provided in Series 20-9, paragraph 2.b, Travel Expenses, elected members of the Board and Advisors are not reimbursed for travel expenses incidental to attendance at Board Meetings or at other PAMA events except as approved by the Chairman on a limited basis.


Financial Support Operating Fund

  1. Funds are to be used for, but not limited to, such items as Travel, Correspondence, and Chapter meetings.
  2. Reimbursement will be considered upon submission of an expense report with receipts.
  3. Use of funding by each Director is intended to be on a NEED basis.  Individual integrity will be the determining factor as to whether funding is required.  Company sponsorship will continue to be encouraged.

                                                                                                           Adopted: October 2006


Contact us


Address: 1601 Marlene Drive, Euless, TX 76040

Phone: 866-699 PAMA (7262)

Email: info@pama.org

 

Copyright: Professional Aviation Maintenance Association, 2016

866-610-5549

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