Board Member Handbook
Version 1.0
Last Updated 5/7/24
The intent of this document is as a handbook for IIUG board members. It will set expectations, rules and guidelines to help the orderly operation of the organization. Rules listed within are considered official policy of the group. This document shall be provided to anyone interested in running for the board so they understand expectations of the position.
Responsibilities listed in the bylaws:
- Establish rules and policies for the organization
- Oversee and manage the financial responsibilities of the organization
- Approve budgets and policies
- Maintain the organization
- Represent the concerns and requirements of the membership to IBM or any parties controlling Informix
- Maintain records needed by the organization
- Actively participate in the running of the organization
- Conflicts of interest shall be disclosed to the board, and where relevant board members shall abstain from votes that would be considered a conflict of interest
- There is more detail in the bylaws
Board guidelines defined in the bylaws:
- Between 6 and 12 board members, it can be adjusted by the board with input from members. Reducing the number cannot shorten anyones board term
- No more than ¼ of the board can be from the same company or organization
- There can be a single IBM representative on the board with voting privileges, this is selected by a 2/3rds vote of the board
- Elections are by the members, directors are assigned by the board
- Eligible candidates are selected by the election committee. Information of that can be found in the bylaws.
- A 2/3rds vote of the board can appoint someone to a vacant position
Having a solid set of procedures for being a member of the board of any non-profit is crucial. The information below is expectations set by the board for current and future board members. Failure to adhere to the policies for the board of directors may lead to disciplinary action. The nature of any action shall be based on fair assessment of the situation, this is left to the discretion of the board. Any disciplinary process should be reasonable based on the situation and expectations of the board.
Confidentiality:
The privacy of our members is of the utmost importance. All due diligence will be followed to maintain the privacy of the membership. The member list shall not be sold, transferred, or otherwise used for anything outside of the mission of the IIUG.
Engagement with IBM, HCL, or any organization that shares technical or business information with the board as a whole or individual members acting in the role of a board member shall be considered confidential to the board unless it is otherwise stated that it can be shared with a wider audience. This should be followed as the NDAs that board members keep with the outside organizations.
Board discussions can often be sensitive and the board should feel they can communicate freely without external repercussions. As part of that, any internal board discussions are to be kept confidential to members of the board unless decided otherwise. Meeting minutes will keep information about what was discussed but for official records specific parts of discussion that do not need to be in the minutes will not be shared with larger audiences. This includes meetings as well as organizational discussions.
Expectations of board behavior:
Being a board member means that you do represent the IIUG when in the larger Informix community. With this, professional conduct is expected when engaging with the Informix community, IBM, and other similar communities.
Board members generally have professional interest in the Informix community, as such there will be many times in the Informix community where they will represent their companies or organizations. When engaging the community as a board member it should not be with the intent to gather business for your company or otherwise directly further financial engagements[a].
Members should keep two email addresses. One @iiug.org to be used for official IIUG business and then other professional or personal email addresses for non-IIUG business. Business conducted outside of the role of an IIUG board member should use a non-IIUG address.
Board meetings are mandatory. The primary reason for someone to be a member of the IIUG board is to partake in the board meetings. Engagement for the meetings is one of the most important parts of the job so they are required to be attended. Major board meetings will be scheduled well in advance so board members can plan accordingly to attend. In-person meetings are expected to meet in-person unless there are extenuating circumstances in which case virtual attendance is acceptable. Missing meetings is grounds for disciplinary action up to and including removal from the board as decided on by the remainder of the board.
In-person events are more than just sitting down for meetings. Much of the business of the board is conducted in more informal settings. Group dinners and outings are part of an in-person meeting, and if possible they are expected to be attended by all board members. It is how the board gets to know each other and better work through problems outside of formal meeting times. Other relevant people in the Informix community may be invited to some of these functions so it is a good opportunity for board members to get to know other community members.
During board meetings occasionally there is disagreement that may end up increasing tensions between board members. Part of the in-person meetings are to let board members get to know each other better and help ease over any tensions.
However, if tensions rise during IIUG business, board members are expected to remain professional, which includes not using any personal attacks or insults. This also includes doing anything to undermine or interfere with other board members personal or professional lives. Extended personal attacks or inappropriate business when interacting with other board members is grounds for disciplinary action.
When possible other board members should step in and try to mediate the problem. Stress, tension, and sometimes cultural differences might exacerbate tensions and things should be talked about professionally to hopefully diffuse any contention.
As part of the role of being a board member is being one of the people that helps make things happen for the organization. There is an expectation that all members will volunteer their time to make projects for the organization happen. Examples are doing website improvements, help manage the IT infrastructure, organizing and contributing to the insider, planning and executing things to engage the members, managing tech talks, etc. There are many ways to get engaged and all board members shall have jobs as decided in board meetings, and there are expectations they will perform those jobs. Note that the board member does not always need to do all of the work themselves, if other members of the organization wish to volunteer, the board member can volunteer by managing the project even if they themselves are not doing the work directly. But, the end goal of the project rests on the board member.
Other Notes
For the requirement that board not be constituted more than ¼ from the same company shall include professional work where there are extensive financial ties between board members, such as contractors or subcontractors that do extensive business together.
The primary goal of the organization is to support the Informix community and represent it to IBM or any groups that are working on the product. In that role there may be times when there is tension between the user group and the companies that control Informix. The board has the duty to fairly represent the needs, concerns, and opinions of the community to the relevant parties. This can lead to occasional friction with those companies. By joining the board there the understanding that at times you may be engaged in situations of disagreement or conflict with IBM, HCL, or other associated companies. In such situations it is expected the board members will side with the user communities and work in the best interest of the IIUG.
The goal is not to have conflict over Informix. At the end of the day the intent is to have the best product possible and get the best outcomes for the user community. Having a healthy working relationship with IBM and other associated companies is important to that intent. Consequently, conflict should be avoided when possible, and the actions of the IIUG should be beneficial to the Informix product owners as well as the community.
As such, interactions with commercial entities should be professional with egos and emotions kept out of interactions and decisions.