(Click to download the complete PDF)

TOC
• General Responsibilities of All Officers
• Sample MOU for Service as an American Fisheries Society Officer
• Executive Director Succession Plan
• Performance Evaluation of the Executive Officer
• Purpose
• Composition and Meetings
• Governing Board Meeting Agenda
• Responsibilities of Governing Board Members
• Management Committee
• Conflict of Interest Policy and Procedures
• Conflict of Interest – Disclosure Form
• Guidelines for Preparation of Reports to the Governing Board
• Format for Governing Board Reports
• Example Midyear Report to the Governing Board
• Procedures for Electronic Voting

Leadership of the American Fisheries Society is vested in its six officers. These include five (nonsalaried) officers elected by Society-wide voting and a sixth (salaried) officer, the Executive Director, chosen by the Governing Board. The five elected offices are Second Vice-President, First Vice-President, President-Elect, President, and Immediate Past President.

Officers generally serve the Society for five years, moving progressively through the hierarchy of officer positions. This structure assures a continuity of leadership and assures that each person understands the full operation of the Society before taking the most important office of AFS President.

Offices of Immediate Past-President and AFS President are filled automatically by the current AFS President and President-Elect, respectively. Offices of President-Elect, First Vice-President, and Second Vice-President are filled by a ballot election each year. Generally, the ballot lists only the current First Vice-President as candidate for President-Elect and only the current Second Vice-President as candidate for First Vice-President. Candidates for Second Vice-President are chosen in one of two ways, through the Nominating Committee (which operates each year) or through petition.

If necessary, a memorandum of understanding must be signed between the government agency of the AFS officer and AFS. An example of such an MOU is presented in Appendix I.  Go back to Menu

General Responsibilities of All Officers

The specific descriptions of officers’ duties, on the following pages and in the following Chapters, emphasize the required operational duties. The most important responsibility, however, is to provide leadership to the Society and the profession. During the five years an elected officer serves, this person must be a trustworthy, objective, and effective representative of the profession. As a representative for the members, each Society officer must represent the worldwide concerns of fisheries professionals. They must use their knowledge and experience to direct the profession in ways that will have long-term beneficial influence for the resources and people important to our Society.

All officers are members of the Governing Board and are expected to attend all meetings and represent Society-level concerns. They must be thoroughly familiar with the Constitution, Rules, Procedures, and other programs and policies of the Society. Additionally, they must understand fully the financial and operating status of the Society in order to explain these aspects to members.

Society officers, along with unit officers, are a major conduit for expression of member concerns to the Governing Board and AFS staff. As such, they must communicate broadly with members of all backgrounds and professional employment. They must seek opportunities to meet with Society members and listen to their interests and concerns.

Elected officers are fully engaged on a daily basis with AFS affairs and as such, they bring Society-level perspectives and insights to the mix of Division and Section perspectives on the Management Committee and the Governing Board. The elected officer hierarchy serves to enhance the networking, relationship building, and understanding of each officer through participation as members of the Management Committee, the Governing Board, and the membership at large.

Although a time commitment has never been assigned to these responsibilities, it is expected that Society officers will reduce their involvement in other professional activities to a low level, including their participation in AFS unit activities. Furthermore, it is expected that the employers of Society officers will consider their AFS responsibilities a major component of their work and protect them from ancillary or short-notice work assignments as fully as possible.

Each officer has specific responsibilities, as described in Article III C of the Constitution and elsewhere in these Procedures. Specific responsibilities of individual officers include:

President

1. Makes appointments, including standing committees, as authorized by the Constitution,
2. Establish and appoint special committees and consultants as required,
3. Exercise responsibilities arising from actions of the Society and the Governing Board,
4. Chairs all Society, Governing Board, and Management Committee meetings,
5. Provides direction to the Executive Director when the Governing Board is not in session,
6. Contributes a monthly commentary for inclusion in Fisheries,
7. Prepares reports of Society activities and status to the Governing Board for the Mid-Year and Annual meetings of the Governing Board, and to the Society for the Annual Meeting,
8. Contributes to the annual Society meeting by planning the Plenary Session(s), overseeing Local Arrangements and Program committees, working with AFS staff, advancing the theme for meeting, and coordinating attendance of officers at various meetings,
9. Collaborates with the President-Elect in development of Governing Board retreat held in conjunction with the annual Society meeting, and
10. Oversees the evaluation of the Executive Director and negotiates the contract of the Executive Director.

President-elect

1. Assumes the duties of the President when that officer is temporarily or permanently unable to act;
2. Serves as a voting member of the Governing Board and Management Committee;
3. Serves on the Arrangements Committee and Program Committee for the annual Society meeting two years hence;
4. Serves as a member of the following committees:
   a. Carl R. Sullivan Fishery Conservation Award Committee;
   b. Distinguished Service Award Committee;
   c. Membership Committee;
   d. Resource Policy Committee;
   e. Electronic Services Advisory Board;
   f. Publications Overview Committee;
5. Participates in routine communications regarding Society business conducted by the President and Executive Director.

First Vice-president

1. Assumes the duties of the President-Elect when that officer is temporarily unable to act and serve;
2. Serves as a voting member of the Governing Board and Management Committee:
3. Works to form the Local Arrangements Committee for the annual Society meeting three years hence;
4. Serves on the following committees:
   a. Awards Committee;
   b. Membership Committee;
   c. Carl R. Sullivan Conservation Award Committee;
   d. Ethics and Professional Conduct Committee;
   e. Resolutions Committee.

Second Vice-president

1. Assumes the duties of the First Vice President when that officer is temporarily unable to act and serve;
2. Serves as a voting member of the Governing Board and Management Committee;
3. Selects the chair of the Program Committee for the Society Annual Meeting four years hence;
4. Serves on the following committees:
   a. Membership Committee;
   b. Board of Appeals;
   c. Meritorious Service Award Committee.

Immediate Past-president

1. Serves as a voting member of the Governing Board and Management Committee;
2. Conducts annual Executive Director evaluation and interviews of AFS staff;
3. Serves on the following committees:
   a. Past President’s Advisory Council;
   b. President’s Fishery Conservation Award Committee;
   c. William E. Ricker Resource Conservation Award Committee;
   d. Retired Members Travel Award Committee;
   e. Nominating Committee

Go back to Menu

Sample MOU for Service as an American Fisheries Society Officer

Procedures Manual Appendix I

 

Travel Policy Procedures for Society Officers

There is an expectation that Society Officers will participate in key events that are central to the function of the Society. It is also expected that Officers will use funding available to them from employers or other entities, if available, before requesting Society funds for covering travel expenses associated with the events. However, there are cases where an Officer cannot justify using funds other than those provided by the Society to cover travel costs. For example, one of the roles of the President is to represent the Society at a number of international meetings; these costs need to be covered by the Society and the host society.

Annual travel planning process: Each officer will submit a proposed travel plan by November 30 for the next calendar year. The plan will specify event, location, dates, and estimated travel costs for which Society funds will be requested. Travel costs allowed will not exceed those under the federal system. The Executive Director will compile all requests and work with the officers to accommodate the requests.

Other considerations in Society travel planning include

1. Travel by the Society President associated with the Annual Meeting at which they will preside will be included in the Annual Meeting budget.
2. For the Annual Meetings, it is anticipated that most officers can cover most or some of the expenses of attending the regular meeting. Exceptions will be officers who do not have other funding (e.g., those retired or for whom their employer has denied support).
3. The Society will fund transportation, meal reimbursement, and other incidental expenses to the international and Division meetings for the President, but the host Division and international society will fund lodging and registration.
4. Officers will be provided a prepaid credit card to cover requested support, and the Society can purchase flights for those who cannot receive cash reimbursement. Officers are not allowed to exceed the amount approved by the Executive Director in their travel plans. Maximum meal coverage will be equivalent to the federal per diem rate.
5. Other meetings will be considered in light of the overall travel budget with preference given to those that either provide partial support or are determined by the Society President to add the greatest value to the advancement of the Society’s mission.

Expected travel: The following meetings/events are defined as part of the core expectation for participation by the officers. Additional meetings are considered as per guidance above.

President: Annual Meeting, Mid-Year Meeting (if held), Bethesda fall meeting, Division meetings, international meetings (e.g., Australian Society for Fish Biology, China Society of Fisheries, Korean Society of Fisheries and Aquatic Science, Japanese Society of Fisheries Science, Fisheries Society of the British Isles, Brazilian Society of Ichthyology in odd-numbered years).

Immediate Past President: Annual Meeting, Bethesda fall meeting, Mid-Year meeting (if held), and face-to-face AFS staff interviews. If possible, the Immediate Past President will conduct the AFS staff interviews during the fall meeting in Bethesda. They may represent the Society at meetings if the President is unable to do so.

President-Elect, First Vice President, and Second Vice President: Annual Meeting, Bethesda fall meeting, Mid-Year Meeting (if held). These Officers may represent the Society at meetings if the President is unable to do so.

Incoming Second Vice President: Annual Meeting, at which they will assume office.

Go back to Menu

 

Executive Director Succession Plan

Background
The American Fisheries Society employs an Executive Director who serves as the Secretary and Treasurer of the Society and manages the Society’s daily activities, implements Society policies and advances Society objectives as set forth in the Constitution, Rules, and Procedures and in Governing Board directives. The AFS Governing Board establishes the base salary, other compensation, and duties of the Executive Director, whereas the Executive Director establishes the base salaries and other compensation for other AFS staff (AFS Constitution and Rules, September 1, 2009).

Refer to the AFS Strategic Plan for a summary of other issues in the current environment that also may affect AFS leadership in the future.

Succession Planning (adapted from Wolfred 2008, with excerpts as noted)

Succession planning is a risk management practice that is critical to ensuring the viability of an organization such as AFS. A Governing Board can be both energized and reassured by succession planning, which provides the opportunity for high-level strategy development. Many nonprofit organizations are led by executives who are Baby Boomers, and the next generation of leaders may have new ideas and ways of conducting business for organizations. The leaders from the Generation X and Generation Y that will most likely take over leadership positions may seek to restructure the role of Executive Director to fit the lifestyle of those generations that seek a healthy balance between work life and personal life, and that work toward shared or collaborative leadership.
There are three approaches to succession planning: (1) strategic leader development, (2) emergency succession planning, and (3) departure-defined succession planning. Strategic leader development, which should be an ongoing effort for all professionals, focuses on and defines the strategic vision of an organization, identifies leadership and management needed to carry out the vision, and recruits and maintains individuals who have or want to develop those skills. Emergency succession planning is used when an executive director or other leader has an unplanned departure. Departure-defined succession planning is used when a long-term leader announces his or her departure two or more years in advance. This type of planning identifies the organization’s goals for the future, determines the information or tools needed to achieve those goals, and devotes attention to building capacity of the organization to sustain funding and programs for the future.

Departure-defined succession planning is recommended for organizations with long-tenured executive directors with definite departure dates. At least 18 months of preparation are required prior to the scheduled departure. The goal of this planning effort is to build leadership strength and help facilitate a successful search for new leadership by assessing the organization’s traits, resources, and status. The departing Executive Director should consider questions about his legacy, future career plans, and personal finances. The departing Executive Director’s final two leadership tasks are the” leadership of letting go” and the “leadership of preparing the way.” An organization also must let go of its executive director, offering a full and generous goodbye. A critical first step is to conduct a “sustainability audit,” which is a survey of administrative operations and resource relationships. This audit identifies key points of organizational vulnerability that could inhibit organization functioning. High-risk situations are when the Executive Director has taken on “whatever needs to be done,” which results in the equivalent of the executive performing more than one job and replacing them nearly impossible. This situation may require an administrative restructuring, which could include the creation of a new management position to assume some of the functions of the current executive. The organization should look at how leadership can be cooperatively shared throughout the organization to reduce dependency on the executive and take advantage of staff development opportunities. The successor will thrive if he or she inherits a doable job description with a competent team that shares management and leadership responsibilities. To accomplish succession planning, a special committee should be appointed and act on behalf of the Governing Board to provide oversight of the succession planning process and craft a succession plan for the board to review and approve.

Wolfred recommends that when creating a succession plan for a long-term executive, an organization should consider the following activities, which address the critical elements that will facilitate the success of the next executive director. Wolfred’s list of “The Nuts and Bolts of Departure-Defined Succession Planning” is the following:

1. Deal with personal and professional barriers for the departing ED, for example:
   1. Future employability concerns;
   2. Inadequate retirement savings;
   3. Unfinished business in the current job; and/or
   4. Loss of identity and status attached to current job.
2. Set the departure date after discussion and in agreement with the departing ED.
3. Form a Succession Planning Committee.
4. Prepare a communications plan (how soon to tell whom and by what means).
5. Identify organizational vulnerabilities via a “sustainability audit.”
6. Design and implement strategies to address the vulnerabilities.
7. Identify the organization’s broad strategic directions three to five years out.
8. Solidify the management team in light of organizational vulnerabilities and skills demanded by the strategic directions.
9. Build the Board’s leadership abilities.
10. Back-up key executive relationships.
11. Put finances in order.
12. Build financial reserves and secure multi-year program funding.
13. Agree on the parameters of the ED’s emeritus role, if one is set up.
14. Help set the executive search strategy; i.e., decide whether or not to use an executive recruiter.

Succession Readiness Checklist

Wolfred states that, “When the following conditions are in place, an organization can expect a relatively smooth transition to new leadership whenever it might occur. An organization might determine which elements below are lacking in its current operations and then create a ‘succession plan’ or ‘capacity building plan’ that prescribes activities and timelines for filling the gaps. The organization is then ready for leadership transitions, foreseen or unforeseen.” Wolfred’s succession readiness checklist is:

• A strategic plan is in place with goals and objectives for the near term (up to three years), including objectives for leadership talent development.
• The board evaluates the executive director annually on general performance and achievement of strategic goals.
• The board, based on its annual self-evaluation, is satisfactorily performing its major governance jobs—financial oversight, executive support and oversight, policy development, and strategic planning.
• The executive’s direct reports, based on annual evaluations, are judged as solidly skilled for their positions.
• The top management cohort, as a high performing team:
  • Has a solid team culture in place in which members support one another and can reach decisions as a group efficiently and harmoniously;
  • Shares leadership of the organization with the executive in having significant input to all major organization decisions;
  • Can lead the organization in the absence of the executive; and
  • Has authority to make and carry out decisions within their respective areas of responsibility.

• Another staff person or officer shares important external relationships (major donors, funders, community leaders) maintained by the executive.
• A financial reserve is in place with a minimum of one-year operating capital.
• Financial systems meet industry standards. Financial reports are up to date and provide the data needed by the board and senior managers responsible for the organization’s financial strength and viability.
• Operational manuals exist for key administrative systems and are easily accessible and up to date.
• Top program staff have documented their key activities in writing and have identified another staff person who can carry their duties in an emergency.

References and Resources

Wolfred, T. 2008. Building leaderful organizations: succession planning for nonprofits. Executive Transition Monograph Series, Volume 6. The Annie E. Casey Foundation, Baltimore, Maryland. Go back to Menu

Performance Evaluation of the Executive Officer

Purpose: This document serves as an outline for the process to be followed to complete the annual performance evaluation of the AFS Executive Director.

According to the wording of the current contract, the Society’s five elected officers will review the performance of the Executive Director each year at the Society’s annual meeting.  This evaluation will be based on performance criteria and goals provided in writing to the Executive Director at the beginning of the period under review. The performance grades are:

• Exceeds expectations: exceeds expectations in all job elements.
• Proficient:  meets all (may exceed in some) job elements.
• Unsatisfactory: fails to meet one or more of the job elements without acceptable reason.

The AFS President will lead the annual performance evaluation with participation of all elected officers. The process will have several elements of documentation:

1. Self-evaluation of Plan of Work performance by the Executive Director  (Due three-to-four weeks before Annual Meeting).
2. Summary of strengths and weaknesses of staff management by office department heads (conducted and compiled by the Past President).
3. Evaluation of Plan of Work performance by individual Governing Board members (AFS President will send a memo to Governing Board requesting comments submitted to the AFS President in advance, and reminding the Governing Board about the opportunity to provide comments at the in camera session of the annual Governing Board meeting).

The AFS President will collect evaluations and comments three-to-four weeks before Annual Meeting and submit a summary to the elected officers to review before the annual meeting.  At the annual meeting, the officers will assemble for a formal discussion of the evaluation, and prepare a summary evaluation and recommendation of performance grade.  Additional comments from Governing Board members will be solicited at an in camera session of the Governing Board, and the AFS President will summarize the evaluation and recommendations of the officers.  Following discussion and additional feedback, the AFS President will share the summary evaluation and recommendation with the Executive Director, and a written summary will be placed in the Executive Director’s personnel file.

In all years, the AFS President will also lead a brief mid-term evaluation of the Executive Director with participation of the elected officers during the mid-term meeting of the Society.  At this time, the Governing Board will be allowed to comment on performance of the Executive Director at an in camera session held during the mid-term meeting.  This information will be summarized by the AFS President and conveyed to the Executive Director to aid in defining items needing mid-term correction or in recognizing outstanding achievements.

Executive Director Salary Determination

Purpose: This document serves as an outline for the process to be followed to complete the salary negotiation with the AFS Executive Director.

The performance of the Executive Director will be reviewed each year by the Society’s five elected officers during the Society’s Annual Meeting. This evaluation will be based on performance criteria and goals provided in writing by the Executive Director and agreed to by the Society’s officers at the beginning of the period under review. Performance will generally be judged on the following job elements:

1. Effectively manage the Society’s daily activities, business operations and staff appointments as the Society’s Business Manager.
2. Accurately maintain the Society’s official records and communications as the Society’s Secretary.
3. Exhibit a high degree of fiduciary responsibility in managing the Society’s financial status and resources in the Executive’s role as the Society’s Treasurer.
4. Engage in and promote responsible and timely communication and information transfer among units, the membership, staff, and other Society sponsored entities.
5. Provide leadership in achievement of the Society’s strategic direction according to existing strategic plans.

Yearly performance grades are evaluated as follows:

1. Exceptional: exceeds expectation in all job elements involving the business, management, and leadership of the Society.
2. Proficient: meets expectations in all job elements with exceptional performance in at least some aspects.
3. Fully Satisfactory: meets expectations in all job elements.
4. Unsatisfactory: failure to meet one or more of the job elements without acceptable reason; six months will be allowed to improve performance, and failure to do so will result in cancellation of the contract agreement.

The salary of the Executive Director for each calendar year of the contract agreement will depend on the annual performance review by elected officers, and the percentage cost-of-living adjustments (COLA) awarded to U.S. federal executive employees in the Washington, D.C., area for that calendar year. A discretionary yearly salary increase may be awarded, based on performance relative to the Executive Director’s Annual Plan of Work. The new annual salary is calculated by applying the discretionary merit increase first, then the appropriate Washington, D.C., COLA (which includes the locality differential).

The Governing Board reviews and approves the annual budget, which includes the Executive Director’s salary in the single budget line item for personnel salaries (i.e., the Executive Director’s salary is not provided separately).

Go back to Menu

GOVERNING BOARD

Purpose

The Governing Board is the ultimate authority for the operation of the Society. It is the equivalent of a board of directors, deciding policy for the Society, authorizing its operations, hiring its Executive Director, and making financial decisions. The Governing Board decides Society policies, leads Society strategic planning initiatives, and reviews Society business matters that need membership approval.

Composition and Meetings

The Governing Board consists of voting and nonvoting members. Voting members are the five elected Society officers, presidents and presidents-elect of the four Divisions, and presidents of all Sections with at least 50 members at the end of the previous calendar year. Nonvoting members are presidents of Sections with fewer than 50 members, the president of the Student Subsection of the Education Section, presidents of Chapters, the Constitutional Consultant, and the Society’s Executive Director.

The Governing Board normally meets at three different times and two locations each year. The two fall meetings occur in conjunction with the Society’s Annual Meeting. They normally consist of a one-day meeting before the Society’s Annual Meeting and a half-day meeting at the end of the Annual Meeting; the latter (designated as the Incoming Governing Board Meeting) includes newly elected officers, new Division presidents and presidents-elect, new Section presidents, and other representatives. The third meeting is intended as a Mid-Year Meeting occurring one day in the spring at a location determined by the AFS President in consultation with the Executive Director.

The Society’s President chairs meetings of the Governing Board. Each meeting is operated from an agenda prepared jointly by the Executive Director and the AFS President. The latest edition of Robert’s Rules of Order is the formal guideline for conduct of the meetings.

Meetings are open to the Society’s members, who may observe and participate in the discussions as guests recognized by the chair. Guests may not vote or introduce agenda items. The Governing Board may go into a closed (in camera) session (i.e., attended only by the Officers, Division and Section representatives, and the Constitutional Consultant) at any time to discuss personnel matters, but the chair must document and announce results of the closed session immediately after its conclusion. The Constitutional Consultant attends in camera sessions to provide advice on parliamentary procedure.

Member and nonmember parliamentary rights are summarized as follows:

Executive Director: nonvoting member, makes reports, cannot make motions, and does not attend in-camera sessions due to possibility of personnel reviews being conducted.
Constitutional Consultant: nonvoting member, can raise agenda items but cannot make motions, and attends in-camera sessions for parliamentary assistance. As an active member, the Constitutional Consultant can make motions in the Society annual Business Meeting.
Officers, Division presidents and presidents-elect: voting member, can raise agenda items and make motions, and attends in-camera sessions.
Section presidents: voting member if the Section has at least 50 active members, can raise agenda items and make motions regardless of Section size, and attends in-camera sessions.
Chapter presidents: nonvoting member, can raise and discuss agenda items as Governing Board members, cannot make motions, and does not attend in-camera sessions. Chapters do not vote because they are represented on the board by two voting members from their Division.
President of the Student Subsection of the Education Section: nonvoting member, can raise and discuss agenda items as Governing Board members, cannot make motions, and does not attend in-camera sessions.
Guests: nonmembers, nonvoting, cannot raise agenda items or make motions, do not attend in-camera sessions, and can speak only if recognized by the chair.
Committee chairs: give reports, can make a motion only if also a member of the Governing Board (in a dual role). No second is needed regardless of Governing Board membership unless it is a committee of one person.  Go back to Menu

Governing Board Meeting Agenda

Governing Board meetings normally cover a specified set of agenda items in addition to old and new business.  The following agenda items normally occur:

1. Call to order by the AFS President
2. AFS President’s remarks
3. Determination of a quorum
4.  Introduction of guests and visitors
5. Executive Director’s report
6. Division reports
7. Section reports
8. Standing Committee reports
9. Special Committee reports
10. Auditor’s report (spring only)
11. Other business

Responsibilities of Governing Board Members

The Governing Board members have a dual responsibility of representing their constituents (i.e., the Chapter, Division, or Section members that elected them) and representing the Society as a whole. This is a sensitive role that requires a long-term image of what AFS and the fisheries profession can and should be. The importance of this group and each member, voting and nonvoting, cannot be overemphasized. The Governing Board’s focus is on issues involving strategic policy and planning, and matters affecting the AFS Constitution and Rules.

Each member of the Governing Board (other than Chapter Presidents) has the following specific responsibilities:

1. Attend the two fall meetings (second meeting being the Incoming Governing Board Meeting immediately following the annual Business Meeting) and the spring meeting of the committee, without financial compensation from AFS.
2. If attendance is impossible, appoint an alternate. The alternate must be appointed as stated in Article IV, paragraph 1.C of the Constitution.
3. Read the agenda and accompanying documents thoroughly before arriving at the meeting, noting areas of special interest for discussion.
4. If appropriate, prepare a report of the unit represented according to the guidelines described elsewhere in these Procedures and, if asked, orally summarize the report at the meeting.
5. Confer with unit officers, Governing Board, and members to determine their opinions regarding agenda items so that discussion and voting will be as representative of the membership as possible.
6. Submit additional agenda items to the AFS President and Executive Director before or as soon as the call for reports is received (month). All suggested agenda items must be accompanied by background materials and be prepared approximately in the form described elsewhere in the Procedures.
7. At the Governing Board meeting, assure that important information concerning an agenda item is heard, but that redundancy is eliminated. It is counterproductive for each person to speak on each item or for any item to be acted on without full discussion.
8. Review the latest edition of Robert’s Rules of Order, which is the basis for Governing Board operation. Expect to be ruled out of order for failing to follow these rules.
9. Recognize that a motion and second are needed before a topic can be discussed. Extended exploratory discussions are not permissible and, more importantly, are not practical as part of an extensive agenda.
10. Remain attentive while the committee is in session. Expect to be reprimanded by the chair for disruptive or discourteous behavior.
11. Report the results of Governing Board actions to the unit’s members and especially to those persons (e.g., committee chairs) directly affected by those actions.

Go back to Menu

Management Committee

The Management Committee functions as an Executive Committee of the Governing Board, monitoring Society activities to ensure that policies and plans approved by the Governing Board are implemented appropriately and guiding the Executive Director in these endeavors. The Management Committee meets monthly and handles general oversight of Society operations, ncluding budget approval; Executive Director activities and, through them, staff activities; Society-wide meetings; communications with membership, external partners, and government entities; and matters related to and affecting Society procedures. The Management Committee reports to the Governing Board on all decisions; however, the Governing Board, with majority approval, retains the ability to discuss any of these decisions.

The Management Committee comprises the following:

1. 1. AFS President (chair), President-Elect, First Vice President, Second Vice President, and Immediate Past President.
2. The presidents of two Divisions and presidents-elect of the two alternative Divisions. The presidents-elect remain on the committee through their presidential year, usually attending four Management Committee meetings before rotating off the committee. In the event that an appointed Division officer moves from president-elect to president during the course of the year, the officer will retain their appointment to the Management Committee. This ensures continuity of membership on the committee. Typically, the presidents-elect of the Southern Division and Northeast Division begin their service at the incoming meeting in even-numbered years, while the presidents-elect of the Western and North Central divisions begin their service in odd-numbered years.
3. Four Division or Section members on the Governing Board (voting or not) elected at large by the Governing Board as voting members of the Management Committee.
4. Executive Director, Constitutional Consultant, and such others as the AFS President may appoint (nonvoting on the Governing Board and Management Committee).

Due to the frequency of Management Committee meetings and the potential number of topics addressed and issues resolved at each meeting, continuity is an important aspect of efficient committee functioning. Therefore, no proxies are permitted for cases in which a committee member cannot participate in a meeting.

Responsibilities of Management Committee Members

While the Division representatives serve as a function of their office, appointees from Sections are elected to this committee with the confidence of their colleagues on the Governing Board. As such, they are selected as individuals and are not automatically replaced by their successor if Section officers change during the year. Appointees from Sections have full voting privileges on Management Committee affairs, whether or not their Section has a vote on the Governing Board.

The Management Committee communicates monthly via conference calls (as needed) at a time determined by the AFS President (e.g., the third Tuesday of the month, 1:00 pm Eastern Time) to discuss issues and through email as necessary. The AFS President will confirm scheduling of the calls (or cancel as appropriate) and establish call agendas. Members of the Management Committee should submit agenda items no later than 10 days before a scheduled call. Agendas should be provided by the AFS President to the Management Committee no later than one week prior to the call. Management Committee members also meet to conduct business during the Mid-Year meeting, typically held in early March, and at the Annual Meeting of the Society. These meetings are generally held on the Thursday afternoon before the Governing Board retreat (Friday) and the Governing Board meeting (Saturday). In the absence of a Governing Board retreat, the committee meets on Friday afternoon. The minutes from all Management Committee meetings will be shared with the Governing Board.

During the monthly meetings, the Management Committee reviews the Executive Director’s proposed budget, approves routine motions, and makes recommendations for Governing Board approval when appropriate. In-depth reviews of AFS finances are undertaken quarterly. The budget review includes such things as detailed consideration of the Executive Director’s proposed changes to dues, fees, and other charges for AFS services; any proposals with financial implications; a review of the status of the reserve fund; and guidance on the funding of new initiatives.

The Management Committee, together with the Executive Director and the AFS Financial Planning and Procedures Committee, are responsible for ensuring the implementation of policy and guidelines in the “Statement of Investment Policy and Objectives,” which governs the management of AFS’ Long-Term Investments. The Management Committee may recommend modification of the objectives and policies of this Statement and, if necessary, seek approval by the Governing Board.

When AFS units request seed money to support unit meetings, the Management Committee is authorized to approve up to $10,000 for such requests (seed money is to be returned to AFS from the revenue of the meeting).

The Management Committee also reviews and recommends the President-Elect’s Plan of Work for approval by the Governing Board.

Go back to Menu

Conflict of Interest Policy and Procedures

The purpose of the following policy and procedures is to prevent the personal interests of the American Fisheries Society (AFS) officers, board members, or staff from interfering with the performance of their duties in AFS, or resulting in personal financial, professional, or political gain on the part of such persons at the expense of AFS or its members, supporters, and other stakeholders.

Definitions

1. Conflict of Interest (also Conflict) means a conflict, or the perception or appearance of a conflict, between the personal private interests and official responsibilities of a person in a position of trust.  Persons in a position of trust include staff members, officers, and board members of AFS.
2. Board means the AFS Governing Board.
3. Officer means an elected or appointed officer of AFS.
4. Staff Member or Employee (including adjunct staff) means a person who receives all or part of her/his income from payments made by AFS.

Policy

AFS Board officers and employees are expected to avoid any actual or apparent conflict between their own personal interests and the interests of the Society. A conflict of interest can arise when a director, officer, or employee participates in decisions, takes actions, or has personal interests that may interfere with their objective and effective performance of work for the organization. For example, directors, officers, and employees are expected to avoid actual or apparent conflict in dealings with members, suppliers, customers, competitors, government agencies, and other third parties.

Procedures

1. Full disclosure, by notice in writing, shall be made by the interested parties to the Management Committee of the Board in all cases where conflicts of interest may exist, including but not limited to the following:
   1. An officer or board member is related to another officer, board member or staff member by blood, marriage, or domestic partnership.
   2. A staff member in a supervisory capacity is related to another staff member whom they supervise.
   3. A board member, an organization in which the board member has an interest, or a staff member of such organization, stands to benefit from an AFS-related transaction or receives payment from AFS for any subcontract for goods or services other than as part of their regular job responsibilities or as reimbursement for reasonable expenses incurred as provided in the bylaws and board policy.
2. Following full disclosure of a possible conflict of interest or of any condition listed in item 1 above, the AFS Management Committee shall determine whether a conflict of interest exists and, if so, the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect the best interests of AFS. Both votes shall be by a majority vote excluding the vote of any interested director, even if the disinterested directors are less than a quorum, provided that at least one consenting director is disinterested. Any actions taken shall be reflected in the official minutes of the Management Committee and Board.
3. A Board member who is formally considering employment with AFS must take a temporary leave of absence from the Board until the position is filled. (This procedure also applies in the case of a relative of a Board member by blood, marriage or domestic partnership seeking employment with AFS.) Such a leave will be taken within the Board member’s elected term, which will not be extended because of the leave. A Board member who is formally considering employment with AFS (or is related to an individual seeking employment) must submit a written request for a temporary leave of absence to the Executive Director of AFS, c/o the AFS Headquarters office, indicating the time period of the leave. The Executive Director will inform the AFS President of such a request. The President will bring the request to the Management Committee for action. The request, and any actions taken, shall be reflected in the official minutes of the Management Committee and Board.
4. An interested Board member, officer, or staff member shall not participate in any discussion or debate of the Management Committee or Governing Board, or of any committee or subcommittee thereof, in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest. However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present Board or committee member.
5. Anyone in a position to make decisions about spending AFS resources (i.e., transactions such as purchases or contracts)—who also stands to benefit from that decision—has a duty to disclose that conflict as soon as it arises (or becomes apparent); they should not participate in any final decisions on the action.
6. A copy of this policy shall be given to all Board members and staff members upon commencement of such person’s relationship with AFS. Each Board member, officer, and staff member shall sign and date the Conflict of Interest Disclosure Form upon its promulgation and/or at the beginning of their term of service or employment, and once each year thereafter. Failure to sign does not nullify the policy.

This policy and disclosure form must be filed annually by all specified parties.

Document based on materials provided by the National Council of Nonprofit Associations
Go back to Menu

Conflict of Interest – Disclosure Form

This form must be filed annually by all specified parties as identified in the above AFS Conflict of Interest Policy Statement (approved by the AFS Governing Board on DATE).  Please complete the shaded blocks below, print and sign the form, and return it to AFS headquarters as indicated below.

I have no conflict of interest to report

I have the following conflict of interest to report (please specify-form box will expand as necessary):

By affixing my signature, I certify my understanding of the implications of this policy.

Signature
Full Name
Date

Completed form to be returned to AFS headquarters at:
AFS
425 Barlow Place, Suite 110
Bethesda, MD 20814
Or Fax to: 301-897-8096
Document based on materials provided by the National Council of Nonprofit Associations

 

Guidelines for Preparation of Reports to the Governing Board

Units provide reports to the Governing Board twice each year, during the Mid-Year Meeting, which is generally held in March, and at the AFS Annual Meeting, which is generally held in August or September. Most committees and units will not have completed their work before the Mid-Year Meeting and may not have action items to present. However, it is very helpful for the Board to have progress reports from all units and plans for the balance of the year. Each Committee should submit a progress report to the Governing Board.

These reports comprise the briefing book, which will be sent electronically and will be available on our website a few weeks before the meeting to allow participants to review the reports and come to the meeting prepared for discussion. To meet this posting schedule, AFS Headquarters will need to have all reports several weeks before the meeting. The specific deadlines for each meeting will be provided at least two months in advance.

Use the format below, which will aid in distinguishing motions with policy and/or financial implications from general activity reports and suggestions for consideration by AFS staff, Executive Director, Officers, or other Governing Board members. This format will also assist us in referencing the activities of all committees and units within the structure of the AFS Strategic Plan. The Governing Board should be taking action on issues with policy and/or financial implications. Issues of procedure or day-to-day operations of the Society are handled through other mechanisms.
Please limit each motion report to a maximum of two pages. Each motion report should state clearly what the motion is (the policy or financial action to be taken by AFS) and provide the justification and background for the motion. The specific statement of the motion must be succinct and indicate clearly what policy or budget action AFS is being asked to undertake. If it is a complicated issue, or one resulting from a lengthier report, please provide the background report as a separate appendix file.

Motion reports should address an important policy or budget decision that your unit wants the Society to approve. Include as motions only items that require a vote by the Governing Board (e.g., items with financial implications, issues of policy for the Society). Do not include recommendations for consideration by the Management Committee, requests for additional information, or general encouragement to other units or individuals to participate in a particular activity as motions. These belong in the separate activity report noted in item #4 below.

For activity reports, or reports with suggestions or recommendations for further consideration (but no formal motions), please limit your report to no more than five pages. If you feel additional information is needed, please provide a separate appendix file.

For a motion to be considered, it must be received by the due date (see section entitled “Reports to the Governing Board”) and a representative of the unit must be present to make the motion and answer questions about it. This requirement is necessary to ensure informed decision making by the Board. If no one from your committee or unit will be present, please arrange an alternate in advance and ensure that your alternate is well informed about the issue.  

The final item of the semi-annual report to the Governing Board is a reminder to all unit officers to provide an annual summary financial report. This will not be copied and distributed to the Governing Board but will be reviewed and filed by the Society’s Director of Administration and Finance. This item is very important for our overall Society auditing and tax status. Please be sure to send in your financial report.

Go back to Menu

Format for Governing Board Reports

(Please include all sections. Note “nothing to report” if a section is intentionally blank.)

TO: AFS President
FROM: Unit President or Committee Chair Name, Name of Unit
DATE: date submitted

I. Motion Report (two pages maximum)

1. Recommended motion: (State clearly and succinctly the specific action/decision you wish AFS to make.)
2. Minority view: (Briefly describe any dissenting views against the motion from within your unit.)
3. Background for motion: (Explain why the motion is needed-what problem is to be solved, or opportunity to be pursued. Why is this important for AFS?)

II. Activity Report (five pages maximum)

1. Charge or annual program of work:
2. Summary of outcomes and accomplishments organized by focus area in strategic plan with the appropriate goal, strategy, and target (as possible) referenced from the most recent AFS Strategic Plan (www.fisheries.org). Please try to be as specific as possible; we understand that it may be difficult to characterize your unit activities beyond the focus areas and goals listed in the AFS Strategic Plan, but doing so will greatly facilitate Society efforts to monitor progress toward the plan’s targets. Avoid stating the same activity under multiple focus areas. Focus areas include
   a. Information transfer and outreach
   b. Membership services
   c. Aquatic stewardship
3. Recommendations or suggestions for future consideration: Briefly include any suggestions you have for other individuals or units within AFS to respond to your unit’s activities, to provide additional information that your unit needs, to consider future activities that AFS might engage in, or challenge other units to take on certain initiatives.

III. Financial Status (provided only to Society Financial Officer and will not be copied and distributed in the briefing book)

This information is needed by the Director of Administration and Finance to confirm the Society’s nonprofit status. Please provide a copy of your unit’s annual financial report for the past fiscal year. This section will not be distributed but will be reviewed and filed by the AFS Director of Administration and Finance.

Go back to Menu


Example Midyear Report to the Governing Board

To:  Ira Adelman, AFS President
From: Steve Rideout, President, Fisheries Management Section

Date: February 15, 2003

1. Motion Report:

(A) Recommended Motion:  Move that the American Fisheries Society support the intent of the Sustainable Forestry Initiative, and suggest that the Initiative could be strengthened by a) electing an American Fisheries Society member to the SFI External Review Panel; b) seeking active AFS participation in on-the-ground certification reviews; and c) improving SFI riparian and road standards.

(B) Minority View: Not Applicable

(C) Background for Motion: See the attachment to this report, a memo from Section member Tom McMahon to Steve Rideout, Section President.  We encourage the Governing Board to approve a motion to endorse the intent of the Sustainable Forestry Initiative and specifically seek to have an AFS member elected to the External Review Panel and develop a process, through the Fisheries Management Section and Divisions/Chapters, to participate in “on-the-ground” certification reviews, and propose improvements in SFI’s riparian and road standards. We suggest that AFS support may be shown appropriately by writing a letter to the AFS President (or appropriate officer or director) of the American Forest and Paper Association and/or other organizations overseeing the Sustainable Forestry Initiative.

1. Activity Report

(A) Charge or Annual Program of Work:  No specific charge or program of work defined.

(B) Summary of Outcomes and Accomplishments Organized by Focus Area in Strategic Plan with the appropriate goals, strategies, targets referenced.

Information Transfer and Outreach

Goal 3.1.  We have contributed to the 4th World Fisheries Congress (see additional info below).

Goal 3.1. We are introducing a Request for Funding process through our Section’s Web Site thanks to the efforts of Fred Janssen, with great input from President-Elect Dave Willis, Past President Tim Hess and Secretary-Treasurer Dirk Miller. This will provide a common format and vehicle for receiving requests and prevent the sometimes last-minute crush that comes during our Annual Business Meeting.

Membership Services

Goal 2.2. Past President Tim Hess is taking the lead on developing a symposium entitled “Utilizing the New State Wildlife Grants and Landowner Incentive Program(s) to Improve Habitat for Fish and Other Aquatic Species in Decline.”

Goal 1.3. Section members voted to support the travel costs for an international member of the Section to attend the 4th World Fisheries Congress.  Section Past-President Tim Hess oversaw the successful application of FMS Section Member Robert Arlinghaus from Germany to be sponsored at the 4th World Fisheries Congress this May by support of his travel. This was in addition to the Section’s contribution of $2,500 to the WFC.

Aquatic Stewardship

Goal 1.1. The Section was asked to review the Sustainable Forestry Initiative of the American Forest and Paper Association (ASPA).  Section Member Tom McMahon (Montana Chapter) led the review and provided an analysis for AFS consideration (see attachment).  Aspects of his recommendations have been incorporated into a proposed Motion as provided in the beginning of this report.

Goals 1.4, 3.3, and ITO Goal 2.3. In March, our Section will once again be a sponsor of the International Salmonid Habitat Enhancement Workshop (15th this year).  Section Past-President Don Duff will be actively involved in the Workshop to be held in March in Salt Lake City following the Annual Meeting of the Western Division – AFS.

(C) Recommendations or Suggestions for Future Consideration: The Section challenges other AFS Units to contribute financial support to the World Fisheries Congress.

III. Financial Status (provided only to Society Financial Officer and will not be copied and distributed in the briefing book): To be provided to the AFS Director of Administration and Finance by the Unit Treasurer. Go back to Menu

Procedures for Electronic Voting

Purpose: Provides for electronic voting on issues by the AFS membership and the Governing Board to allow broader participation by the membership and more timely decision making by the Governing Board.

Background

Although meetings rotate around the continent and meeting registration fees are kept as low as possible, the cost to attend the Society business meeting at the Annual Meeting is high for a large segment of the membership. This is a deterrent to regular participation at Annual Meetings by many AFS members. Typical attendance at a Society business meeting ranges from 300 to 500 members, which is less than five percent of the total membership.

Limited attendance can likewise affect the discussion and passage of items voted on at Annual Meetings, where the proportion of the membership in attendance is small and may be geographically biased. Further, encouraging international growth and involvement in the Society requires adapting functions to accommodate such members’ participation at more levels.
For these reasons, decision making on important issues such as constitutional or rule amendments, acceptance of resolutions or resource policy statements, election of officers, and other substantial issues may be conducted electronically to allow the largest possible participation by the AFS membership.

While electronic voting by the entire AFS membership allows for greater participation in Society decisions, electronic voting by the Governing Board facilitates the Board’s ability to make important decisions more frequently than at semi-annual meetings and allows decisions on routine matters to be handled outside of the semi-annual meetings thus reducing time needed for those meetings.

Any issue that requires a vote of the AFS membership or the Governing Board may be conducted electronically. However, careful consideration should be given to electronic votes on issues that are anticipated to be controversial because in-person discussion may be needed to resolve controversies.

Except for referenda brought forward by petition of AFS members (AFS Constitution, Article VI.6.A), all proposals requiring a vote of the AFS membership must first be approved by the Governing Board. Therefore, the electronic voting processes described below are separated into procedures for electronic voting by the AFS membership and procedures for electronic voting by the Governing Board.

C. Electronic voting processes

1. Electronic voting by the entire AFS Membership
   1. Approval to submit an issue for electronic voting
      When the Governing Board approves a motion that needs subsequent approval by the AFS membership, the AFS President will seek a second motion to submit the previously passed motion to an electronic vote by the AFS membership. If the second motion carries, then the first motion will be presented to the AFS membership for an electronic vote by the procedure described in Section C.1.b. (below). If the motion for an electronic vote fails, then the first motion must be presented to the membership at the subsequent annual Business Meeting with notification as specified in the AFS Constitution.
   2. Presentation for review and comment
      The Vote Auditor oversees the electronic voting process, whether it is facilitated by AFS information technology staff or by external service providers.
      Notice is provided to members via the AFS list serve with a copy of the Governing Board approved motion, proposal, or amendment posted to the AFS Forum, at a minimum, along with a time limit for initial comment following the process outlined for that type of issue (e.g., at least 30 days advance notice for constitutional amendments). The proposal and notice may also be provided in Fisheries, if warranted.
   3. Amended proposals
      At the close of the comment period, if dialogue is substantial, the Governing Board, at the direction of the AFS President, reconsiders the proposal, adopts appropriate amendments, and presents the amended motion as described in section C.1.b. As long as, in the judgment of the Governing Board, new information is emerging from the discussions, the proposal will be restated with a new time limit for response.
   4. Call the question for voting
      When in the judgment of the AFS President further discussion on the issue is not meaningful, the proposal is put forward for electronic voting with a 30-day deadline set for casting a vote. The wording of the final motion and deadline for voting must be announced electronically to the membership and on the AFS website, at a minimum. The vote will be conducted as one member, one vote with no proxy voting allowed. AFS headquarters will confirm active member status of each voter. Appropriate mechanisms must be used to assure voter confidentiality. Provision will be made for paper ballots to be mailed at the request of any member.
   5. Requirements
      For an electronic vote to be conclusive, the number of votes cast must meet the quorum and the percentage approval required for that type of issue (e.g., 50 active members required to conduct Society business and 2/3 majority for constitutional amendments).
   6. Voting options
      The electronic voting options are: Yes/No/Abstention/Reopen Discussion. The Reopen Discussion option is to be selected if the voter determines that the issue has not been vetted to their satisfaction and therefore wishes to reopen discussion.
   7. Results of a Reopen Discussion
      If the majority of votes are cast for a Reopen Discussion, the electronic vote is canceled and the process reverts to the discussion stage or is referred to an in-person meeting at the discretion of the AFS President.
   8. Conditions for a vote of approval
      A motion is approved if the majority of the voters give a positive vote (“Yes”). For decisions where a larger majority is required by Society bylaws, that rule will prevail.
   9. Declaration of the outcome
      The Vote Auditor determines the outcome of an electronic vote and communicates the result to the AFS President.
      The AFS President confirms the result and conveys the final motion and result to the Executive Director for recording in the relevant minutes of a subsequent meeting, such as the next mid-year Governing Board or Society Business Meeting. (The electronic vote would be conducted instead of voting at the meeting, not in addition to voting in person.)
      The final motion or action shall be stated and results of all votes shall be published in the next available issue of Fisheries and on the AFS website.
2. Electronic Voting by the Governing Board
   1. Approval to submit an issue for electronic voting
      Proposals requiring a vote of the Governing Board generally arise from the semi-annual reports of units and committees that are presented in the briefing book prior to the Mid-Year and Annual meetings of the Governing Board. Those proposals are typically resolved in those two meetings. However, the Management Committee has periodic conference calls throughout the year and proposals needing Governing Board approval occasionally arise during those calls. With Management Committee approval, the AFS President will inform the Governing Board electronically of an upcoming vote.
   2. Presentation for review and comment
      The AFS President oversees the electronic voting process. Notice is provided to Governing Board members via email with a copy of the proposal posted to the AFS Forum along with a two-week time limit for initial comment.
   3. Amended proposals
      At the close of the comment period, if dialogue is substantial, the Governing Board, at the direction of the AFS President, reconsiders the proposal, proposes appropriate amendments, and re-posts the item for continuing discussion for another two weeks. At the end of this second two-week discussion period, if dialogue is still substantial and resolution does not seem close, the AFS President should seek a privileged motion to postpone the issue to the next mid-year or annual meeting. If the motion to postpone fails, then the question on the main motion should be called and the vote tallied.
   4. Call the question for voting
      When it is the judgment of the AFS President that further discussion on the issue is not meaningful, the question is called for electronic voting with a two-week deadline set for casting a vote. The wording of the final motion and deadline for voting must be announced electronically to the Governing Board.
   5. Requirements
      For an electronic vote to be conclusive, the number of votes received must meet the quorum and percentage approval required for that type of issue (e.g., 50% of Governing Board members plus one casting a vote and three-fourths majority for constitutional amendments),
   6. Voting options
      The electronic voting options are: Yes/No/Abstention/Reopen Discussion. The Reopen Discussion option is to be selected if the voter determines that the issue has not been vetted to their satisfaction and therefore wishes to reopen discussion.
   7. Results of a Reopen Discussion
      If the majority of votes are cast for a Reopen Discussion, the electronic vote is canceled and the process reverts to the discussion stage or is referred to an in-person meeting at the discretion of the AFS President.
   8. Conditions for a vote of approval
      A motion is approved if the majority of the voters give a positive vote (“Yes”). For decisions where a larger majority is required by the AFS Constitution, that rule will prevail.
   9. Declaration of the outcome
      The AFS President determines the outcome of an electronic vote (closure, reopening discussion, or referral to an in-person meeting) and communicates the result to the Governing Board members. The Executive Director directs the recording of the outcome of the vote in the relevant minutes of a subsequent meeting, such as the next mid-year Governing Board meeting. If a subsequent AFS membership vote is required for the proposal to become effective, that vote may be obtained at the next AFS Annual Meeting or by electronic vote of the membership as per the procedures described above.

→ Go back to main Procedures menu

Page last updated June 15, 2023