Leadership Positions

Board of Directors - General

ARTICLE V

Duties of Officers

Section 1. Board of Directors.

1. The Board of Directors shall have full control of the business and affairs of the Association and shall report its official actions to the members of the Association at the annual business meeting or, if such a meeting is not held, through the Journal of Dairy Science®, or the Association’s Internet website.
2. The Corporation shall hold title to all property and funds of the Association and shall have the right to powers vested in the Association by the laws of the District of Columbia under which it was incorporated.
3. The Board of Directors shall establish annually an Executive Committee, the voting members consisting of the President, Vice President, Past President, and the Past-Past President or other appointed member(s) from the Board of Directors, to manage the interim affairs of the Association as delegated by the Board of Directors. The Editor-in-Chief, Executive Director, and Treasurer shall be nonvoting members of the Executive Committee.
4. The Board of Directors shall establish annually an Internal Affairs Committee, which is composed of the Vice President (Chair), two senior Directors, and the immediate past Director from the Division other than that of the Vice President. The duties of this committee shall be to consider problems and opportunities related to policies, affairs, and awards of the Association as directed or requested by the President and to recommend action to the Board of Directors.
5. The Board of Directors may appoint or cause to be appointed other such committees or organizations of the Board or Association as it deems necessary. The Board of Directors shall receive and act on the recommendations of the committees.
6. The Board of Directors shall pass on all applications for the establishment of Sections and Branches of the Association.
7. The Board of Directors shall fix the amount of annual dues to be paid by members and the amount to be paid by non-member subscribers to the Journal of Dairy Science.
8. The Board of Directors shall adopt an annual budget under which expenditures of the Association funds will be authorized.
9. The Board of Directors may employ an Executive Director, Assistant Executive Director, and Association Editor(s) under contractual arrangement.
10. The Board of Directors shall appoint annually a Treasurer. The Treasurer should be a former officer or director whose appointment should not exceed three consecutive years. The Treasurer shall be a nonvoting member of the Board of Directors and Executive Committee.
11. The Board of Directors shall have the authority to define and establish awards and grant Life Memberships.
12. The Board of Directors shall have the authority to present to the Association a resolution asking for the expulsion of any member whose conduct has been shown to be damaging to the Association, or its reputation, or purposes after (1) the individual has been invited to appear before the Board; (2) the individual has been advised of the reason for his or her expulsion; and (3) the individual has had opportunity to present his or her witness and to plead his or her case with or without the benefit of counsel.
13. A majority of the elected officers of the Board shall constitute a quorum.
14. All electronic board votes must be unanimous, in accordance with state not for profit law.

ADSA President - Duties and Responsibilities

From the ADSA By-laws:

Section 2. President.

• The President shall have general supervision of the Association and shall 1) preside over meetings of the Association and the Board of Directors and shall perform such other duties as pertain to the office of President, 2) appoint all committees and representatives of the Association, not otherwise provided in Article V, Section 3.a) of the Bylaws, subject to approval of the Board of Directors, 3) be an ex-officio member of all committees appointed by the Board except as provided for in Article V, Section 1(d) of the Bylaws, 4) jointly, with the Executive Director, sign all contracts with a value between $5,000 and $10,000 and bring contracts in excess of $10,000 to the Board for approval, 5) report on the general condition of the Association at the Annual Meeting.
• In the event of a vacancy in the elected officers of the Association, the President will submit to the Board of Directors for approval the nomination of members to fill this vacancy.
• The President shall be authorized to sign Association checks for disbursement of authorized funds in the absence of the Executive Director or Assistant Executive Director or as the occasion may dictate.
• President shall call meetings of the Board of Directors, and notices of such meetings shall be sent to each member of the Board of Directors not less than twenty days prior to the meeting.
• President shall call for the committee reports to be acted upon at the business meeting of the Board of Directors.

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The President is entitled to vote on all matters before the Board, but, by custom, does not vote, except to break a tie. The President is more a facilitator than a decision maker, with limited authority (see above) to act on his or her own. The President presides over three in-person Board meetings each year (the Mid-year in late January and two Board meeting held in conjunction with the Annual Meeting) a board meeting conference call each month, and the Annual Business Meeting of the association. The President is a member of the Executive Committee, the only decision making authority above the Board that is empowered to act between Board meetings on an emergency basis. The Executive Committee supervises the Executive Director, though the President maintains the closest working relationship with the Executive Director. The Executive Director provides support to the President, utilizing staff and outside resources, as appropriate. The President is an ex-officio member of all ADSA Committees, including the ADSA Foundation. The President acts as a resource to the Vice-President in making committee and other appointments, and assigns work/issues charges as necessary, whether in response to matters brought forth, or at his/her own initiative.

The President works to ensure that the Constitution and Bylaws are followed, as well as the ADSA Handbook, especially with respect to national committees. The President works with the Executive Director to set Board meeting agendas, with the involvement of the Vice-President, and with input from the Board. The President customarily reviews and approves the draft minutes of Board meetings/calls, and ensures that minutes are taken when the Executive Committee and Board are in executive session.

The President acts as spokesperson for the association, from time-to-time.

Prior to entering office:

During the year leading up to the Presidential year, develop ideas/contributions that you would like to make during your Presidency, that are consistent with the ADSA Strategic Plan. Think about how you can leverage your role as ADSA President to benefit ADSA more broadly within and outside of the scientific community. Think about utilizing the executive committee and Executive Director in a strategic way before bringing issues and recommendations to the board.

In the month prior to assuming office (at the conclusion of the ADSA Annual Business Meeting), review the ADSA Constitution and Bylaws the ADSA Handbook. If not coming directly from the Board of Directors, review the Board and Foundation minutes from the prior two years.

July

Send one or more charges to the chairs of ADSA standing committees to accomplish specific objectives, including the due date for annual reports to the Board. If chairs are to provide input into the program committees or symposia, note that this must occur prior to Aug 15th.

Send a memo to each of the ADSA representatives (currently 15) alerting them to their roles, expense reimbursement procedures and annual report requirements. Determine if any can't fulfill their obligations, so that you may find a replacement.

Discuss with the ADSA Treasurer the timing of a draft budget for the following calendar year (note: only ADSA’s fiscal year is the calendar year; all other aspects of ADSA run on a July-to-July year (from the end of one ADSA Annual Business Meeting to the end of the next). The Board must approve the association budget no later than the December Board call.

As of the conclusion of the second Board meeting at the annual conference, ensure that each board member has been assigned to an ADSA Strategic goal, and is clear about the strategic initiatives they will pursue for the next year.

Initiate conversations with the Executive Director to learn of any developments, improvements that could be made, or issues that need to be addressed, whether to do with ADSA or FASS.

Develop a list of mega issues to be discussed by the Board and schedule for upcoming Board calls.

Prior to the August conference call, review the minutes of all of the annual Board meetings, Executive committee meeting, and Joint Executive Committee meeting, if available. Any action items or unresolved issues need to be considered for an Executive Committee meeting, or for the Board call when setting the agenda.

August

Begin regular phone conversations with ASAS President to discuss joint activities with ADSA and how to work together more effectively to the benefit of the members.

On the August Board call, remind the Board of the need to create their strategic action teams, and a detailed work plan for each strategic initiative they have agreed to pursue, including identification of resources required, so that budget provisions can be made.

Review the administration and governance aspect of the ADSA Strategic Plan in consultation with the Executive Director to identify potential improvements either within operations that ADSA itself controls, or that FASS controls.

Plan to attend the ASAS/ADSA Midwest meeting in mid-March, the Midwest SAD meeting in Feb. If attendance is not possible, determine who will represent ADSA. The ADSA president participates in the Board meetings held in conjunction with these Branch and Division meetings, as well as the open aspects of these meeting.

Approve Board minutes from August Board call and work with the Executive Director to develop agenda for September Board call.

September

Write the letter from the President for the ADSA fall newsletter. The ADSA staff will request and set a due date. Review past newsletters on the ADSA website for background.

Confirm with the Treasurer that budget preparation is underway and on target for Board approval not later than December.

Begin planning for the Mid-year Board meeting, including any training to be done in conjunction with the Board meeting, and special guests to be invited.

Approve Board minutes from September Board call and work with Executive Director to develop agenda for October Board call.

October

Make calls to each Board member to ensure timely delivery of strategic initiative action plans, and importance of delivering results to advance ADSA.

Begin working with Vice President on committee appointments and representatives to other organizations, offering to provide support in identifying candidates from the President’s Division.

Approve Board minutes from October Board call and work with Executive Director to develop agenda for November Board call.

November

Budget should be ready for Executive Committee review, prior to presentation to the full Board on the December Board call.

Develop Joint Executive Committee topics for the Mid-year JEC meeting.

Approve Board minutes from November Board call and work with Executive Director to develop agenda for December Board call.

December

Send out request for feedback on Executive Director’s performance (annual review is conducted during the Mid-year Executive Committee meeting). Finalize the Mid-year Board agenda and the Executive Committee agenda in early December.

Approve Board minutes from December Board call and work with Executive Director to develop agenda for January Board call.

January

Presides over the Mid-year Board meeting, Executive Committee meeting, and, together with the President of ASAS, the Joint Executive Committee meetings. Leads the performance evaluation/review of the Executive Director, including setting of goals for the Executive Director for the succeeding year. Attends the Mid-year Foundation conference call. If Executive Director’s contract is set to expire in spring, conduct preliminary discussion with Executive Committee during executive session of the Executive Committee meeting.

Send a reminder out to standing committees and ADSA reps that a report is needed by June 1.

Approve Board minutes from Mid-year Board meeting and work with Executive Director to develop agenda for February Board call.

Communicate with HR for ADSA at FASS the results of the annual review of the Executive Director and compensation adjustments approved by the Board during the Mid-Year Board Meeting (in executive session).

February

Take the lead with the Executive Committee on negotiating a new employment agreement with the Executive Director, if contract is expiring. Carefully follow IRS safeharbor rules, spelled out in the ADSA Handbook, in the Executive Committee section.

Participate in the Midwest SAD meeting, attending if possible, to address the students there gathered.

Write the letter from the President for the ADSA spring newsletter. The ADSA staff will request and set a due date. Review past newsletters on the ADSA website for background.

Approve Board minutes from February Board call and work with Executive Director to develop agenda for March Board call.

March

If applicable, complete negotiations with Executive Director on new employment contract so everyone is in agreement, as the current agreement terminates April 15th.

Participate in the ASAS/ADSA Midwest meeting (Midwest full-day Board meeting, and the conference). The President and Executive Director report on ADSA to the Midwest Board. The ADSA President and Executive Director sit on the dais at the Midwest Business Meeting and Awards Ceremony, where the ADSA President delivers a short report.

Begin preparing for the many activities at the Joint Annual Meeting, including the Opening Session and Global Networking Reception address, running the ADSA Annual Business Meeting & Open Forum, and the many internal/committee meetings (staff prepares a schedule for all internal meetings).

Approve Board minutes from March Board call and work with Executive Director to develop agenda for April Board call.

April

Approve Board minutes from April Board call and work with the Executive Director to develop agenda for May Board call.

May

Begin planning/agenda development for the Annual Board meetings, Executive Committee Meeting, Joint Executive Meetings and ADSA Annual Business Meeting. With staff support, create invitation list for Presidential reception.

Approve Board minutes from the May Board call and work with Executive Director to develop agenda for June Board call.

June

Final preparation for all meetings at the Joint Annual Meeting. Executive Committee meeting includes six month update on Executive Director performance.

Approve Board minutes from June Board call.

July

Attends Annual Meeting. Presides over the Executive Committee, Annual Board Meeting, and the Annual Business Meeting. Attends the Foundation Board of Trustees meeting.

ADSA Vice President - Duties and Responsibilities

The Vice President is a voting member of the Association Board of Directors, and the Executive Committee. The Vice-President automatically become President by virtue of his/her election to the office of Vice-President. The Vice President is responsible for taking the lead on the Executive Committee in all internal and external policy matters, and the internal affairs of the association. The Executive Director provides support to the Vice-President, utilizing staff and outside resources as appropriate.

The primary responsibility of the Vice President is make ADSA Committee appointments and also to appoint representatives to the (currently) fifteen organizations ADSA maintains a relationship with. As the Vice-President is from one division, he/she works with the President to develop recommendations for Board approval.

The Vice-President is the chair of the ADSA Award committee that selects ADSA Fellows. The Vice-President is assigned tasks by the President through out the year.

In the year leading up to the Presidency, the Vice President familiarizes himself/herself with all aspects of the association and foundation operations. In addition, the Vice President uses this timeframe to develop ideas/contributions that he/she would like to make during his/her year as President, consistent with the ADSA Strategic Plan.

ADSA Past President - Duties and Responsibilities

The Past President is a voting member of the Association Board of Directors, and the Executive Committee.

The primary responsibility of the Past President is as Chairperson of the ADSA Overall Awards Committee, charged with ensuring the delivery of the ADSA annual awards ceremony. Full staff support is provided for all aspects of the awards program.

The Past President also provides experience, continuity, and support to the President and the Board of Directors as needed/requested.

The Past President is one of three voting ADSA representatives who sit on the FASS Board (along with the ADSA Past-Past President and ADSA Past-Past-Past President). As elected officers of ADSA, the ADSA Past-President and Past-Past President serve as liaison between the FASS and ADSA Boards to ensure effective two-way communication between the ADSA and the FASS Boards. The FASS Board meets twice each year in person (spring and fall) and by conference calls at other times.

The Past President serves as a FASS Board member, along with the ADSA President and Past-Past President. FASS Board service includes assignment to FASS standing committees.

The Past President publishes a letter in the December issue of the Journal of Dairy Science® (due to the FASS Editorial staff September 30th).

ADSA Past-Past President - Duties and Responsibilities

The Past-Past President is a non-voting member of the Association Board of Directors. A primary responsibility of the Past-Past President is to serve as a FASS Board member, along with the ADSA Past President and Past-Past-Past President.

The FASS Board is comprised of three voting members, The Past-Past President is one of three ADSA representatives who sit on the FASS Board (along with the Secretary/Treasurer). As elected officers of ADSA, the Past-President and Past-Past President serve as liaison between the FASS and ADSA Boards to ensure effective two-way communication between the ADSA and the FASS Boards. The FASS Board meets twice each year in person (spring and fall) and by conference calls, otherwise.

The Past-Past President also provides experience, continuity, and support to the President and the Board of Directors as needed/requested.

ADSA Secretary/Treasurer - Duties and Responsibilities

From the ADSA Constitution:

Section 1, Article 4

The Treasurer is a non-voting member of the Board of Directors and Executive Committee.

From the ADSA Bylaws:

Section 6. Treasurer.

1. The Treasurer shall
   1. Act in the absence of the President, Executive Director, or Assistant Executive Director with respect to the disbursement of funds.
   2. Cooperate with the President and Executive Director in the preparation of a yearly budget for the Association.
   3. Provide a detailed review of all Association transactions.
   4. Assume other duties designated by the Board of Directors.

From the ADSA Handbook:

5. Resolutions Committee: The ADSA Secretary, in consultation with the Production Division and Dairy Foods Division Chairs, shall be responsible for corporate resolutions.

Duties:

1. Authors resolution that expresses gratitude of ADSA members to hosts of the Annual Meeting and for contributions thereto.
2. Authors resolution that expresses gratitude of ADSA members to the annual meeting sponsors.
3. Authors resolution that expresses gratitude of ADSA members to award sponsors.
4. Authors resolution that expresses gratitude of ADSA members to speaker sponsors.
5. Solicits proposed resolutions from each division’s members and assists in perfecting those resolutions tendered by the members.
6. Transmits proposed resolutions to the ADSA Board of Directors prior to the Annual Business Meeting of the Association, to be read and approved at said meeting.

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The ADSA Treasurer is appointed to a one year term, and may serve up to three consecutive terms. The Treasurer also serves at the Secretary of the Association, hence Secretary/Treasurer, by Board action. The Treasurer is at once the Treasurer of the Association and of the Foundation. The Executive Director provides support to the Treasurer, utilizing staff and outside resources, as appropriate.

The Secretary/Treasurer is a non-voting member of the Association Board of Directors, the Executive Committee and the Foundation.

Duties include:

Leads the review of the annual budget for the Executive Committee, ensuring requested changes agreed by the Executive Committee are made, and then doing the same with the full board, all prior to the beginning of each calendar year.

Leads the portion of the Executive Committee meeting devoted to finances at the mid-year and annual Executive Committee meeting, and as needed to address financial issues that arise or at the request of the President/Executive Committee.

Provide a financial report at the ADSA Annual Business Meeting.

Reviews monthly financials statements of the Association and provides an oral report on the financial position of the association, as appropriate, at each Board meeting and Foundation meeting.

Reviews and signs the following state forms:

The annual report; unclaimed property report; other legal documents requiring the signature of the Secretary.

Reviews, signs, and presents to the Board the following state and federal forms:

IRS Form 990 and Form 990T (if applicable); Attorney General Report,

Reviews and approves the Executive Director’s expense reports.

Contacts the lead FASS accountant by phone at the conclusion of each year to determine if the Executive Director has dictated accounting treatment of any transactions that the Chief Accountant is not comfortable with (this is an ADSA Policy).

May be assigned to teams by the President, as necessary.

Assists in recruiting members of the finance committee, as needed.

Editor-in-Chief, as Board Member - Duties and Responsibilities

The Editor in Chief is a non-voting member of the Association Board of Directors, but a voting member of the Executive Committee. The Editor-in-Chief serves a three-year term that may be renewed one time.

The primary responsibility of the Editor-in-Chief, as Board Member, is to ensure a close and continuous connection between ADSA’s single most important working asset, the Journal of Dairy Science® and the Board of Directors. With staff support, the Editor-in-Chief provides an in-depth report to the Board at the Mid-Year and the annual meeting, with verbal report on regularly scheduled Board conference calls, as necessary.

As a member of the Executive Committee, the Editor-in-Chief participates in all deliberations, including finance, internal and external policy and other matters requiring action that come before the Executive Committee that cannot be delayed until the next Board meeting.

Please see the ADSA Handbook for additional duties and responsibilities of the Editor-in-Chief.

ADSA Board Member, Dairy Foods - Duties and Responsibilities

There are three Board members from the Dairy Foods Division elected to the ADSA Board of Directors, each serving a three-year term. Each board member is assigned to an ADSA strategic goal, taking responsibility for creating an action team to undertake one or more Board-approved strategic initiatives under that strategic goal. Board member work is supported by the Executive Director, FASS staff, and third party resources. Dairy Foods Board members have additional responsibilities related to the Dairy Foods Division that change according to Board tenure.

First year Dairy Foods Board Member: Liaison to Dairy Foods Division, working with the Chair of the Dairy Foods Council; Brings forth Dairy Foods Division appointments for Board approval; Provides a verbal report to the Board at the Mid-year and Annual Meeting.

Second year Dairy Foods Board Member: Serves as Chair of the Dairy Foods Nominations Committee.

Other duties as may be assigned.

Board members are expected to prepare for and attend all in-person (the Mid-year and Annual) and monthly teleconference calls, and actively deliberate issues that come before the Board.

In the year after leaving office, serves as a member of the Internal Affairs Committee.

ADSA Board Member, Production - Duties and Responsibilities

There are three Board members from the Production Division elected to the ADSA Board of Directors, each serving a three-year term. Each board member is assigned to an ADSA strategic goal, taking responsibility for creating an action team to undertake one or more Board-approved strategic initiatives under that strategic goal. Board member work is supported by the Executive Director, FASS staff and third party resources. Production Board members have additional responsibilities related to the Production Division that change according to Board tenure.

First year Production Board Member: Liaison to Production Division, working with the Chair of the Production Division Council; Brings forth Production Division appointments for Board approval; Provides a verbal report to the Board at the Mid-year and Annual Meeting.

Second year Production Board Member: Serves as Chair of the Production Nominations Committee.

Other duties as may be assigned.

Board members are expected to prepare for and attend all in-person (the Mid-year and Annual) and monthly teleconference calls, and actively deliberate issues that come before the Board.

In the year after leaving office, serves as a member of the Internal Affairs Committee.

USD President, as ADSA Board Member - Duties and Responsibilities

The Undergraduate Student Division President is a non-voting member of the Association Board of Directors.

The USD President may attend the mid-year and annual Board meetings, and the ADSA Annual Business Meeting, providing a report at each. The USD President is supported by the third-year advisor and ADSA staff. The third-year advisor acts as the liaison between the USD and the ADSA Board of Director on monthly Board conference calls.

Please see the ADSA Handbook for additional duties and responsibilities of the USD President.

The Graduate Student Division (GSD) President is a non-voting member of the Association Board of Directors. The GSD President may attend the mid-year and annual Board meetings, and the ADSA Annual Business Meeting, providing a report at each. Please see the ADSA Handbook for additional duties and responsibilities of the GSD President.

President

• Preside over the GSD, including monthly or as-needed conference calls
• Coordinate programs and activities of the GSD, including Annual Meeting events and year-round activities
• Conduct the GSD Business Meeting and Open Forum at the Annual Meeting
• Submit a report summarizing the activities of the GSD Advisory Council at the Annual Meeting, and submit report approved by the Division to the ADSA Board of Directors prior to the Mid-Year Meeting and Annual Meeting
• Solicit/find officer candidates for each office by contacting graduate student and professional members; send nominees to the Secretary
• Represent the GSD with other groups and organizations
• Attend ADSA Annual Conference

Vice President

• Vice-President shall succeed to President at the end of the term (one year)
• Attend the ADSA Mid-Year Board Meeting and meetings held prior to the Annual Meeting
• Perform duties of the President during his/her absence or disability
• Chair a GSD Committee (see below)
• Attend ADSA Annual Conference

Secretary

• Record and store minutes from meetings and conference calls and upload them to the GSD Forum
• Obtain biographical information for nominees for each office; work with President ensure a timely election is held in accordance with the bylaws
• Chair a GSD Committee
• Attend ADSA Annual Conference

Treasurer

• Prepare a budget for proposed programs and activities of the GSD
• Chair a GSD Committee
• Attend ADSA Annual Conference

GSD Dairy Foods Director

• Represent needs of the members with dairy foods interest
• Chair a GSD Committee

GSD Production Director:

• Represent needs of the members with dairy production interest
• Chair a GSD Committee

Committees (with brief main responsibilities)

• Career Development Committee: Webinars, myDairyCareer, Career Luncheon
• Social Committee: Graduate Student mixer(s), social media
• Fundraising Committee: Fundraising for ADSA Annual Meeting
• Education Committee: Webinars/social media posts, 3-Minute-Thesis
• Communications Committee: Bi-annual newsletters, social media, emails

Liaison

• Assist GSD Board members in coordinating Annual Meeting events
• Order all supplies, signage, table gifts for Annual Meeting
• Be available for all board and committee calls
• Keep GSD website updated with FASS, Inc. IT department
• Print all literature, lists, minutes and agendas as needed
• Assist all GSD Board members with questions, advice and direction as needed