New Governance Structure of ISSNAF

Board of Directors Proposal

08/27/2011

To the members of ISSNAF

After nearly 4 years of existence of ISSNAF it is time to rethink the governance of the Foundation to make it more responsive to the members and ensure the functionality and continuity of the organization.

After considerable discussions within the present Board of Directors, the following governance structure has emerged as the one we think is most suitable for the long-term existence of ISSNAF.

We encourage comments by the members of ISSNAF on this proposed governance structure. Your comments will be taken into account by the Board of Directors before implementing a final version of the new governance structure on October 1, 2011.

Proposed new governance structure for ISSNAF

Institutional responsibility for the Foundation will be vested in a Board of Trustees composed of 10 (ten) members. Three of these will be at-large members. These at-large members will be chosen initially among the Founding Members of ISSNAF. When a new vacancy among the members at-large occurs,, the Board itself will co-opt a new at-large member.

The remaining seven members of the Board of Trustees will be the Chairman or Chairwoman of the seven Scientific Advisory Boards of ISSNAF. As part of the new governance structure of the Foundation, these Chairpersons will be elected by the members of their topical group in ISSNAF. It is envisaged initially  that the present Chairpersons of the Scientific Advisory Boards  will serve on the Board of Trustees. However, it is foreseen that in the near future new Chairs for all the Scientific Advisory Boards will be chosen.

The Board of Trustees will meet at least every two (2) months. It will choose among its members a Chair and a Vice Chair for the Board, as well as a Treasurer and a Secretary for the Foundation. These four individuals are the officers of ISSNAF. All members of the Board, including the officers, will serve for a period of two-years, with a possibility of renewal. A member of the Board can be re-elected 4 times (for a total of 8 years).

The functions of the Board of Trustees are:

1. Determine the Strategic Plan, policies mission and objectives of the Foundation
2. Appoint  and depose the Chair, vice-Chair of the Board, as well as the Secretary and Treasurer
3. Coordinate with the Chairman of various Scientific Advisory Boards the Scientific Plan for the corresponding disciplines
4. Appoint the Executive Committee and the General Manager
5. Approve the annual budget and formulate a projected budget for the following year
6. Approve new chapters
7. Assist the Management in fundraising

The Board of Trustees can appoint also, at their discretion, specific subcommittees to handle particular functions for the Foundation. Among these subcommittees are, for instance, a Nomination Committee, a Membership Committee, and a Finance Committee.

It is recommended that two subcommittees, Finance Committee and Governance Committee, should be established as soon as possible. Each Committee should include 2-3 members, and one of these should be a member of the Board of Trustees. The Treasurer should be a member of the Finance Committee and the Vice-Chair of the Board should be a member of the Governance Committee.

The day-to-day management of ISSNAF will be entrusted to an Executive Committee, whose members will be chosen by the Board of Trustees. This Committee will be composed of five individuals, who will include the Chair, vice-Chair, Treasurer, the Secretary of the Board of Trustees, as well as a General Manager.

The General Manager will be responsible for:

1. Implementing the strategic plan and objectives approved by the Board
2. Assisting SABs, Chapters and Committees
3. Assisting the Board in the relationships with Italian, European and American Institutions
4. Assisting the Board in its relationship with Industry
5. Preparation and supervision of the budget in concert with the Treasurer of the Board and the Finance Committee
6. Appointing and deposing collaborators (both paid and volunteers) after consultation with the Executive Committee
7. Preparation of meetings minutes
8. Supervising the web page and other external communication media
9. Participating to fund-raising initiative of the Board of Trustees

The Chair of the Board of Trustees will chair the Executive Committee and will act also as the President of ISSNAF. The Chair will convene ordinary and extraordinary meetings of the Board and Executive Committee; will prepare the agenda for these meeting with the Manager; will be the official representative of the Board.

Typically, the Executive Committee will meet by-monthly, either in person or through conference call.

It is envisaged that the work of the Executive Committee and the Board will be aided by professional staff of the Foundation who might be designated ex-officio non-voting members of the Executive Committee.

Every year there should be a General Assembly of the Membership to discuss the Governance and Plans of the Foundation. Typically, this meeting will coincide with the National Scientific Meeting of the Foundation.

Election of the Scientific Advisory Boards Members

Each Scientific Advisory Board is composed of 5 members elected directly by all the members of that discipline. SAB members elect a Chair and a Vice-Chair. The Chair serves for 2 years and is then replaced by Vice-Chair.  At the same time, the SAB will elect a new Vice-Chair.

The Chair of a Scientific Advisory Board becomes automatically a member of the Board of Trustees.

Signed:

The President and the Board of Directors