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.
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
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.
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.
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.