H-Net Elections

Duties

---Begin Quoted Message---
Date: Tue, 16 Oct 2007 17:12:16 -0400
To: hnet-staff@h-net.msu.edu
From: "Peter Knupfer, H-Net" <peter@mail.h-net.msu.edu>
Subject: ELECTIONS: duties of council, officers

Hello, everyone --

As you begin the election discussions, I'm writing to offer a summary of
what council members and officers generally do and are expected to do.
I hope this will help candidates and voters as they weigh specific
issues.  I invite any officer/council member to weigh in with details,
corrections, or suggestions about this.  As with any organization, our
formal structure is enlivened and evolves with real-life practice.  I
will be happy to answer questions about these matters at any time.

H-Net has changed considerably since its founding.  The most significant
change has been its incorporation as a nonprofit, which in effect has
formalized some of the implicit as well as explicit responsibilities of
the council, officers, and directors.  The council is now a "governing
board" under applicable state and federal law. All elected officers and
board members are volunteers and serve without compensation.  H-Net
reimburses members for business-related costs of travel and attendance
at the organization's meetings and other functions related to their
responsibilities with us.  Our fiscal year budget currently hovers
around $350,000, with revenues chiefly from the Job Guide and two annual
donation drives, and indirect support from our hosts at Michigan State
University accounting for about a third of the budget.  I will provide
you with more specific figures shortly; our IRS Form 990s, filed each
year by November 15, are available for public inspection at any time.
Nonprofits are under certain ethical and legal obligations in carrying
out their mission; the leadership simply needs to be aware of those and
act accordingly.

All of the leadership, as members of the Council and as officers and
directors, have at least three fiduciary duties to H-Net:

1.  "Obedience" to the organization's constitution, articles of
incorporation, and bylaws.  They must not knowingly act outside the
scope of those regulations, or of federal or state laws.

2.  "Loyalty" dictates that they act in good faith and avoid conflicts
of interest that put their personal interests above those of the
organization.

3.  "Care" requires that they be diligent and prudent in managing the
organization's affairs.

H-Net is a member of the Michigan Nonprofit Association and is
incorporated under Michigan law.  State law provides some liability
protection for officers, directors, and volunteers who act in good faith
and do not knowingly violate their fiduciary or legal responsibilities.
We have also investigated and will be acquiring officers, directors, and
volunteers indemnification insurance once our Articles of Incorporation
and copyright rules are properly updated to qualify us.

COUNCIL

Councillors do not represent lists, networks, fields, disciplines, or
interests.  They represent the people who elected them: the editors and
voting staff of H-Net.  Council seats are not apportioned by network or
subject field, and the elections are based on one-person, one vote.
Councillors therefore act as individuals informed by their experience as
editors and within their fields, and their decisions must look to the
broader health and welfare of H-Net as a whole.  The work of the Council
is shaped by H-Net's Strategic Plan, which may be found at

http://www.h-net.org/about/strategic.php

Article V of the constitution

http://www.h-net.org/about/constitution.php

describes the council's role in our organization.  It governs the
organization's affairs, makes policy, and provides strategic direction
and oversight to the directorate.

In practical terms, this usually entails, but is not limited to:

-- approving all network applications and decommissions

-- certifying and decertifying all editors and board members

-- establishing editorial, administrative, and fiscal policy

-- acting as "court" of last appeal in disputes among editors,
subscribers, and/or officers

-- oversight and responsibility for budgets and finances provided by the
executive director and treasurer

-- approving membership on internal committees and boards

-- appointing the executive director and supervising his or her work;
approving related staffing and employment needs

-- helping to draft, develop, and oversee the implementation of the
organization's strategic plan

-- oversee H-Net's relations with its host institution

-- draft and implement changes to the bylaws

The Council's practice has been to meet once yearly in conjunction with
the annual meeting of the American Historical Association (in early
January). The Council has not established a firm cycle for its business
meetings.  Otherwise, the Council usually holds two formal online
working sessions, usually in Spring and Fall, where it conducts major
business.  It handles routine matters (like network approvals and editor
certifications) on a weekly consent agenda supervised by the President.
The group communicates via a dedicated listserv of record, HNET-COUNCIL,
plus any other lists or media it may choose.  Councillors are expected
to monitor their mail regularly for organizational business.

VICE PRESIDENTS

The duties of officers are indicated in the constitution's Article IV.
The vice presidents generally help to manage and develop policy and
editorial initiatives through their respective committees.  They also
try to develop and cultivate involvement by the editors in H-Net's
policies and practices, and advise the directorate accordingly.  The
Vice President for Research and Publications chairs the Publications
Committee and is responsible for formulating policies and projects for
H-Net publications, including reviews, and submitting these to the
Council on behalf of his or her committee.  Traditionally, H-Net Reviews
has taken up the majority of this officer's time for the organization.
The Vice President for Teaching chairs the Teaching Committee and
formulates teaching-related policies, standards, and projects that are
submitted to the Council from his or her committee.  The Vice President
for Networks acts as chief editor of H-Net with special emphasis on list
and web editors, handles all network applications and launches, helps to
arbitrate disputes within or among networks, develops and cultivates a
common editorial community, style, and practice, and chairs the Networks
Committee.

PRESIDENT-ELECT

As "president-in-waiting," this officer chairs the annual election
committee and takes the presidency in case of a vacancy or when the
current president's term ends.  H-Net Presidents generally have high
visibility in the organization and the profession and serve as the
organization's advocate and strategic leader in the profession at large.