AIR Governance Leadership Opportunities

AIR’s Governance System

The Association for Institutional Research (AIR) is a membership association made up of individual and institutional members. As an association, AIR is administratively managed by the AIR executive officer and the professional staff. The Board of Directors are elected officers from the membership to ensure AIR operates according to its bylaws and meets membership expectations. The Nominations and Election Committee (NEC) is responsible for recruiting and nominating qualified candidates for the Board and NEC. This document explains the governance system of AIR and the respective roles of the Board, NEC, and executive officer and the professional staff.

In 2011, AIR’s Board of Directors (Board) voted to adopt a governance system based on the Carver Policy Governance® model to differentiate more clearly between the governance and management responsibilities within the association. The Policy Governance system defines the roles and responsibilities of the Board and the AIR Executive Director/CEO (CEO) and details a monitoring system to assess both Board and CEO performance. As a standing Board committee, the NEC also adheres to the principles and guidelines set out by the Policy Governance system.

Over the last decade, the Policy Governance system has added value to AIR by enhancing the Board’s ability to function strategically, and by helping the Board, the NEC, and the CEO better understand and undertake their charges.

Policy Governance differs from other styles of organizational governance in that it focuses on the purpose of the organization, its reason for existence, and its impact on the world. All other considerations are secondary to the organization’s purpose. In contrast to the approaches typically used by boards, Policy Governance separates issues of the organization’s purpose, or “Ends,” from all other organizational issues, concerns, or processes, or “Means,” placing primary importance on Ends. The Board establishes the Ends, and the CEO is responsible for accomplishing those Ends through any Means that do not violate the board’s pre-stated standards of prudence and ethics.

The Board of Directors’ Role

The Board has three primary jobs within the Policy Governance framework: 1) to connect with AIR members and stakeholders and understand their values and priorities, 2) to incorporate the values of members and stakeholders into the Ends, and 3) to monitor association outcomes to ensure that AIR makes sufficient progress toward the desired Ends.

Criteria for Serving on the Board and NEC

The skills, abilities, and mindset to effectively contribute within this type of governance differ from those often thought important for service on an association board or board committee. Professional expertise is less important than the ability to collectively lead and govern effectively. 

All candidates for the Board of Directors and NEC must be a current member of AIR and have at least 3 years of prior membership in the association. Membership years do not have to be consecutive, and they can be individual or institutional or any combination thereof.

The Board has identified the following qualities as necessary for individuals serving on the Board:

• Exhibit an interest in focusing on the future of the profession and association
• Are able and willing to assert a point of view yet support group decisions
• Understand and acknowledge that individual board members have no authority but form part of a very authoritative group
• Are able and willing to advocate on behalf of all association members
• Are aware of and agree to the commitments outlined in the Board Job Description (GP III)
• Are willing to learn and abide by the Carver Policy Governance model
• Will conscientiously meet the commitments required by the Board of Directors

The NEC is charged with screening candidates for the Board and the NEC to produce a slate of individuals who are both qualified and representative. As such, the Board has identified the following qualities as necessary for individuals serving on the NEC:

• Are able and willing to assert a point of view yet support group decisions
• Are able and willing to reach out to a wide range of candidates
• Are able and willing to advocate on behalf of all association members
• Will conscientiously meet the commitments required by the NEC
• Will support the Carver Policy Governance model
• Are attentive to recruiting candidates who reflect the diversity of individuals and institutions represented by AIR

Group Authority of the Board

Most of the Board’s agenda is designed to fulfill its three jobs: 1) connecting with AIR members and stakeholders, 2) incorporating the values of members and stakeholders into the Ends, and 3) monitoring outcomes to ensure that AIR makes sufficient progress toward the desired Ends.

AIR’s governance system recognizes that the Board has group authority over the organization and its CEO to accomplish the association's Ends on behalf of its members. No individual Board or Board committee member has any individual authority to direct staff. 

One benefit of group authority is that it typically results in more informed and considered decisions by allowing members to share a range of perspectives, to engage in dialogue/debate, and to reason through the issues. Because the process allows all perspectives to be considered, individual Board members support the final decision of the Board. 

Policies and Their Development

Board members work collaboratively to develop and implement policies in four distinct areas (listed below). In every case and on every topic, the Board identifies the issue, and then develops policy at the broadest level of that topic, refining the policy to a more detailed level until the Board believes that it can accept any reasonable interpretation of the policy. Further decisions are delegated to the CEO for the Ends and Executive Limitations policies or to the Board Chair for the Governance Process policies and the Board Relationship to the CEO policies. Policies within each of the four areas are organized and set so that any policy is easily added, edited, or removed. The policy areas comprise:

• Ends Policies: The Ends policies define the purpose of the association and why it exists. Ends policies include the benefits or results of the association’s work, who benefits, and what it is worth to produce those benefits. The CEO is responsible for achieving the association’s Ends set by the Board.
• Executive Limitations Policies: These policies lay out the parameters within which the CEO operates to achieve the Ends. Executive Limitations prevent the CEO from choosing operational methodologies, conditions, or actions that are unacceptable to the Board and, by extension, the members. 
• Governance Process Policies: These policies operationalize the values that drive the purpose, process, structure and functioning of the Board and Board committees in their work. 
• Board/CEO Relationship Policies: These policies establish the method by which the Board delegates authority and accountability to the CEO and describes the system to monitor its use and outcomes. 

Monitoring CEO & Board Performance

Scheduled and consistent monitoring of the Ends and Executive Limitations policies are hallmarks of AIR’s governance processes. Monitoring reports provide an important view into the past to measure CEO performance and to address any issues of compliance appropriately and efficiently so that the Board can focus on future results. It assures the accountability of the CEO to the Board and of the Board to the AIR community.

The Board also engages in regular “self-monitoring” to measure Board performance against the Governance Process and Board Relationship to the CEO policies to ensure integrity and alignment of Board intentions and actions.

Role of the CEO and Staff

The CEO is the Board’s only employee and every other staff member reports to the CEO. 

• To both empower and hold the CEO accountable, the AIR’s governance system makes it clear that all operational control beyond what the Board states in policy rests with the CEO. 
• Board members and Board committee members do not get involved in staff work unless asked to do so by the CEO (and so take their direction from the CEO). 
• The CEO’s successful job performance equates to sufficiently achieving the outcomes in the Ends within the parameters set out by the Executive Limitations policies. 
• The CEO makes deeper and more detailed decisions about Ends and Executive Limitations than the Board, but those decisions must be based on a reasonable interpretation of the Board’s policies. 

More Information about Policy Governance

AIR Constitution and Bylaws

The AIR Constitution and Bylaws provide a concise explanation of the association's purposes and structure. The Constitution describes the roles within the Board and the NEC. The Bylaws provide the rules under which those elected to serve will operate. Before agreeing to run for a Board or NEC position, you should be certain that you support AIR’s purposes and are willing to fulfill the duties outlined in the Constitution and Bylaws.

AIR Governance Policies

The AIR Governance Policies are regularly updated and available online. There is no better way to get a practical understanding of the four types of policies — the Ends, the Executive Limitations, the Governance Process, and the Board Relationship to the CEO — than through reading the policies associated with each of these four areas. 

AIR Monitoring Reports

According to the schedule developed by the Board, the CEO submits regular monitoring reports to the Board to demonstrate association accomplishments and adherence to specific Ends and/or Executive Limitations policies. The Board evaluates these reports to determine whether the CEO has provided a reasonable interpretation of the relevant policy, and whether the data demonstrate accomplishment of that interpretation. A review of several of these monitoring reports will give you a better understanding of how oversight works within a Policy Governance framework.

AIR Board of Directors’ Board Minutes 

AIR Board of Directors’ Board minutes from both face-to-face meetings and virtual meetings record the Board’s actions, providing information about the concerns the Board addresses and how Board business is conducted. 

AIR Annual Reports 

The AIR Annual Reports provide an overview of AIR’s operations and governance each year — highlighting association priorities and accomplishments within its programming, contract/grant deliverables, Board committee outcomes, financial health, election results, and much more.

Additional Resources for Policy Governance

Govern for Impact: governforimpact.org 

John and Miriam Carver: carvergovernance.com

International Policy Governance® Association: policygovernanceassociation.org

AIR Board of Directors

The AIR Board of Directors is AIR’s governing body and sets the direction of the association, including expectations for its accomplishments and conduct through written policies. The Board is also responsible for regularly monitoring organizational performance against these expectations. 

The Board is also responsible for gathering member and stakeholder input to inform its decision-making. The Board has responsibility and authority for the association’s fiscal controls and the conduct of an annual audit. The Board also monitors and assesses the performance of the CEO. 

The Board of Directors consists of 12 individuals. Board members are elected annually by the AIR membership for staggered three-year terms to balance continuity with new perspective. Sitting Board members may be elected for one additional consecutive three-year term. Serving on the Board as a volunteer leader is a three-year commitment of expertise and time and requires an understanding of Board governance, the field of institutional research, and the overall context of higher education. 

Individual Board Member Responsibilities

In addition to the collective responsibilities of the Board delineated by the AIR Constitution and Bylaws and AIR Governance Policies, individual board members are responsible for the following:

• Being familiar with and diligently following the Board’s policies on the Governance Process, including the Board job description, agenda planning, the role of the Board as ambassador, Board committee principles, and the Board code of conduct.
• Attending scheduled Board meetings: face-to-face meetings and monthly virtual calls. 
• Reviewing documents and being prepared to discuss business and make decisions at scheduled Board meetings and/or Board committee meetings. 
• Contributing to the Board's self-assessment activities. 
• Participating in assigned committee meetings by contributing to discussions, decision-making, activities/assignments, and committee reports.

Board Chair

The Board Chair serves as the chief governance officer of the association, presides at the business meetings of the association, and performs the duties and obligations established by Board Policy or extended to the office by vote of the Board. An individual may be elected or re-elected annually to the position of Board Chair for a limit of three years across two consecutive terms of service on the Board.

Board Vice Chair

The Board Vice Chair serves in the role of Board Chair if the latter is unable to perform the duties of chair. An individual may be elected or re-elected annually to the position of Board Vice Chair for a limit of three years across two consecutive terms of service on the Board.

Additional Board Roles

The Board also appoints a Board Secretary, Board Treasurer, Board Parliamentarian, and Board Liaison to the NEC (GP XVI) from among current board members. The roles and responsibilities of these appointed positions can be found in the AIR Governance Policies, in the Governance Process section.

AIR Board Meetings and Regular Board Call Schedule

Annually, each Board determines its own meeting schedule. Virtual meetings are typically held monthly for 90 minutes. For the past several years, the AIR Board of Directors has met two times a year for face-to-face meetings — once in the fall and once in the spring. Meetings held during the AIR Forum have generally involved a half to full-day meeting with a regular Board agenda, Board/NEC orientation, Policy Governance training, and the Annual Business meeting. 

AIR Board Member Annual Time Commitment

The following estimates are based on typical Board activities and meetings, including attending and preparing for monthly virtual meetings, face-to-face meetings, and meetings during the AIR Forum. An estimate is also included for participation in one Board committee. The roles of Board Chair, Vice Chair, Secretary, Treasurer, Parliamentarian, or Board Liaison to the NEC will require additional time. Time estimates do not include travel to face-to-face meetings or other activities while at AIR Forum: 

AIR Nominations and Elections Committee 

The NEC is a standing committee of the Board of Directors elected by the AIR membership. NEC members review nominee responses to a questionnaire to produce a slate of qualified individuals for the Board of Directors and NEC. The NEC ensures that elections are conducted properly and reports the results to the membership. The NEC consists of six individuals elected by the membership plus a board liaison appointed by the Board from among current board members. Two members are elected annually for a three-year term.

Selection of Chair

The NEC members elect a Committee Chair from among current committee members annually. The Board Liaison to the NEC is appointed by the Board of Directors and is not eligible for the Committee Chair position.

Board Committee Principles

The AIR Governance Policies within the Governance Process section, articulate the following Board committee principles, which apply to the NEC: 

• Board committees are to help the Board do its job, not to help or advise the staff. Committees ordinarily will assist the Board by preparing policy alternatives and implications for Board deliberation. In keeping with the Board’s broader focus, Board committees normally will not have direct dealings with current staff operations. 
• Board committees may not speak or act for the Board except when formally given such authority for specific and time-limited purposes. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the CEO. 
• Board committees cannot exercise authority over staff. Because the CEO works for the full Board, he or she will not be required to obtain approval of a Board committee before an executive action. 

While the NEC as a board committee will not deal directly with current staff operations, the NEC does receive AIR staff support for its work. 

NEC Member Annual Time Commitment 

The following calculations are based on typical service for an NEC member who attends virtual meetings and Board/NEC orientation at the AIR Forum. Time estimates do not include travel to or other activities while at AIR Forum or time spent encouraging potential candidates to be on the ballot: 

NEC Meetings and Regular NEC Call Schedule

Each NEC determines its own meeting schedule. The NEC typically holds 60-minute, biweekly virtual meetings between July and April. Additional longer meetings are scheduled when preparing the slate — typically in November. For the past several years, the incoming and outgoing NEC members have met for a “crossover meeting” at the annual AIR Forum. 

Next Steps

Nominations

If a colleague nominated you or you nominated yourself, you will receive communication from AIR inviting you to complete a questionnaire.

Use of Artificial Intelligence

The use of ChatGPT or an AI-powered writing assistant when preparing a response to the questionnaire is not prohibited; however, it may not produce detailed responses with insights that come from an individual’s personal experience to be considered for an NEC or Board position.

Selection

The NEC will review nominations from all nominees that completed the requested questionnaire to determine who will appear on the ballot. There are usually more nominees than ballot slots, and many of our volunteer leaders have been nominated several times before being selected as a candidate. 

Election

The NEC prepares a slate of at least two candidates for each open position on the NEC and a slate of at least two candidates for each open position on the Board of Directors. This means that at least half of the candidates on the ballot will not be elected. It is not at all unusual, however, for candidates who are not elected to run again in a future election. 

Additional Information

Nomination and election information is available online and is regularly updated on AIR's Governance Page.

The Association for Institutional Research is a Florida corporation operating as a nonprofit organization exempt from income taxes under Section 501(c)(3) of the Internal Revenue Code. The Board operates as a legal entity governed by the state laws of Florida.

The association, through appropriate action of its Board of Directors, CEO, or as provided by law, is empowered to indemnify any director, officer, employee, or agent, and their heirs, executors, and administrators, or any former director, officer, employee, or agent, and their heirs, executors, and administrators, to the full extent permitted by law. 

AIR covers the cost of governance training, all travel expenses for face-to-face meetings (including parking and meals per diem), conference calls, and staff support when required. While members are expected to attend the annual AIR Forum at their own expense, AIR covers the additional cost of stays extended for purposes of Board meetings and functions, including additional room and meals costs. 

If you have questions about the nomination process, please email air@airweb.org.