Governance Definitions

Ad hoc Committee
A temporary committee (or task force) that is established to address a specific issue or event.

Advisory Council
A group that is created to advise and support the NSA Board of Directors and that typically focuses on a specific issue.

Board of Directors
The governing body of the National Speakers Association, which has specific legal and ethical responsibilities to the organization.

Bylaws
The legal operating guidelines for the NSA Board of Directors.

Bylaws Amendment
A change to the original Bylaws of NSA (the Bylaws themselves should outline amendment procedures).

Charter
The legal organizational document for a non-profit, such as NSA, which is typically known as the Articles of Incorporation or Articles of Organization.

Directors and Officers Insurance (D&O)
Insurance that protects Board of Directors members and top staff personnel from liability created by Board decisions or actions.

Duty of Care
An expectation that a Board member exercises reasonable care when making decisions.

Duty of Loyalty
An expectation that a Board member remains faithful and loyal to the organization.

Duty of Obedience
An expectation that a Board member remains obedient to the central purposes of the organization and respects all laws and legal regulations.

Executive Committee
A committee that has specific powers, outlined in the bylaws, which allow it to act on the Board’s behalf when a full Board is not possible or necessary.

Fiduciary Duty
A responsibility of Board members and the entire Board to ensure that financial resources of our organization are sufficient and handled properly.

Foundation
A tax-exempt non-profit organization that normally distributes funds rather than runs its own programs (NSA Foundation would fit this definition).

Governance
The legal authority of a Board to establish policies that will affect the life and work of the organization while holding the Board accountable for the outcome of such decisions.

Governance Committee
A committee responsible for recruiting, orienting and training of Board members.

Retreat
A day or weekend event where the Board or staff go to a location outside of the office and focus on a specific issue or a group of issues (e.g. orientation, strategic planning or self-assessment).

Robert’s Rules of Order
A parliamentary procedure used to conduct meetings.

Standing Committee
A committee with a continued existence, which is formed to do its assigned work on an ongoing basis.