The Foreign Service Journal, March 2019

THE FOREIGN SERVICE JOURNAL | MARCH 2019 65 AFSA NEWS participate in a session orienting them on AFSA’s policies, procedures and missions. That orientation shall include an explanation of board members’ individual and collective fidu- ciary responsibility. The board may select one of its members to serve as a non-executive chair (or presiding officer) for six- month renewable terms and, in consultation with the presi- dent, set board meeting agendas and conduct board meetings in accordance with Robert’s Rules of Order. Justification: Given the growth over the past 20 years of AFSA’s membership, activities, staffing, budgets and managed funds, it is increasingly important that colleagues who volun- teer to serve on the AFSA Governing Board have the requisite knowledge and training to effectively exercise their oversight responsibilities. These proposed changes advance that goal, along with allowing the president to delegate to another board member the task of organizing and running monthly board meetings. The chair is the steward of the organization’s agenda. The chair may be selected from among duly-elected board members, including the president. Amendment Number 3 Amend Article V, Section 2 by striking: “The board is empow- ered to promulgate and implement the regulations and policies of the association; appoint and oversee its committees and its objectives; and supervise the disbursement of its funds” and inserting: “The board is empowered to establish the poli- cies and regulations of the association and to monitor their implementation by the officers and staff; to assess the degree to which objectives are being achieved; to appoint committees; and to approve annual budgets.” If adopted, Article V, Section 2 would read: Section 2. Authority and Responsibility: The board is empow- ered to establish the policies and regulations of the association and to monitor their implementation by the officers and staff; to assess the degree to which objectives are being achieved; to appoint committees; and to approve annual budgets. The board is responsible for: (a) managing the property and affairs of the association; (b) adopting rules and policies for the conduct of associa- tion business; (c) maintaining fiscal integrity in the conduct of the affairs of the association, including provisions for accounting and financial controls, and for providing regular financial reports or summaries to the membership; (d) to the extent practicable, keeping the membership cur- rently informed on, seeking its advice before making decisions on, and informing it promptly of its decisions on important matters affecting the membership, the Foreign Service and the association; (e) facilitating communication from any member(s) to the membership, or any practicable portion thereof, on associa- tion business, at the expense of the member(s) initiating the communication; (f) ensuring that persons in any position of authority at any level of the association do not engage in business or financial activities or have financial interests which conflict with their duties to the association or its members; and (g) reporting to the membership annually on its manage- ment of the association’s affairs and finances, and its plans and budget for the succeeding year. Justification: These changes clarify the board’s policy- making and oversight powers while noting that implementa- tion is largely done by officers and staff. Amendment Number 4 Amend Article V by adding: “Section 9. Board decisions, including approvals of policies, regulations, standard operating procedures, position descriptions, the Employee Handbook, contracts and written commitments, as well as board appoint- ments to standing committees and other official actions, remain in effect unless changed by subsequent board action.” Justification: Virtually all the organizations researched have a similar duration policy. Such a policy ensures continuity dur- ing board transitions, while future boards retain the power to rescind, amend or replace prior board decisions except where prohibited by these bylaws, case law or legal contracts. Amendment Number 5 Insert a new article between Article V and VI with the fol- lowing text: “Article VI. The Officers Section 1. General Officers of the association shall be the President, the Secretary and the Treasurer elected by all AFSA members, and constituency Vice Presidents elected by their constituencies as described in Article III, Section 4. The officers together with the staffs they manage are responsible for executing the policies established by the board. The officers report to the board, to whom they submit monthly oral and/ or written reports. Officers may be asked to serve in an acting capacity for other AFSA officers, as needed. Section 2. The President. The president is the chief elected officer of the association. Consistent with their responsibilities, the president and other officers shall be provided the authori- ties and resources to achieve the missions assigned. The presi- dent represents all members from all branches of the Foreign Service, including retirees, and serves as the primary voice of the Foreign Service, communicating with the Congress, media, AFSAmembership and elsewhere. The president reports to the board and develops and provides policy guidance and manage- ment oversight to the association’s professional staff. The presi-