The responsibility for overseeing ISA’s business belongs to the Executive Board. Even though the Board may delegate specific actions and authority to other volunteer bodies or staff, the ultimate accountability remains with the Executive Board. The Executive Board selects the chief staff executive.
The Executive Board is focused on the mission of the organization. In all that it does, it must ensure the legal and ethical integrity of the Society and protect its assets. It sets policy and works with the staff executive to determine strategy and goals. Volunteers bring their relevant knowledge and experience in support of achieving the strategy. The staff develops and executes plans within the approved strategy, including decisions on financial and business matters.
Fiduciaries
Executive Board members are fiduciaries and owe their allegiance to ISA with respect to ISA’s activities. Executive Board members are privy to plans, strategies, and other “inside” information. This information must not be used to benefit themselves or others. The Executive Board serves to enhance the organization’s public standing.
Liability and Indemnification
Generally, Executive Board members are not personally liable for decisions and actions made on behalf of ISA, even if the decision proves detrimental to the interests of ISA, as long as they act in good faith as required by the legal duties of care, loyalty, and obedience. The bylaws permit ISA to indemnify Executive Board members against liability and costs of defending against legal claims. ISA also maintains insurance to help protect against the personal liability and defense costs of Executive Board members.
Removal
Removal of a voting member of the Executive Board is done so in accordance with the articles of incorporation and bylaws. A two-thirds majority vote of the Board is required for removal from any Society position or group.
President
- Serves as Chair of the Executive Board
- Presides over meetings of the Council of Society Delegates
- Represents and advocates on behalf of the Society
President-elect Secretary
- Acts as Secretary of the Society, taking minutes of all Society meetings
- Serves as champion for a constant focus on strategic-level conversation
- Authorizes use of the Corporate Seal of the Society for appropriate documents
Immediate Past President
- Serves as Chair of the Board of Directors of Automation Standards Compliance Institute (ASCI)
- Supports the President in parliamentary procedures and standing rules during Society meetings
Treasurer
- Chairs the Society Finance Committee
- Serves as a member of the Board of Directors of Automation Standards Compliance Institute (ASCI)
- Serves as a member of the Board of Directors of Automation.com
Executive Director
- Serves as a non-voting officer and member of the Executive Board
- Presides over all matters related to the professional staff
- Represents and advocates on behalf of the Society