Board of Directors

Serving on the American Association of Nurse Anesthesiology (AANA) Board is an honor, a privilege, and a great responsibility. In accepting the position, a member entrusted by the membership agrees to set aside personal gain and ensure the ethical, economical, and productive function of the organization to forward its mission.

This document describes to potential, new and existing board members the legal requirements, scope, expectations, and responsibilities of board positions.

The board shall be composed of an elected President, President-elect, Vice President, Treasurer and nine directors, all of whom are members of the AANA.

In serving, a board member is the link between the member goals and company performance: evaluating whether member goals are achieved and taking corrective action if they are not.

The ideal candidate for the AANA Board has the following:

• Strategic mindset
• Strong analytical and critical reasoning skills
• High ethical and professional standards
• Effective and timely communications skills
• Ability to analyze and evaluate financial and project development information
• Leadership skills and experience
• Ability to work as an effective member of a team (willingness to consider and respect the opinions of others) and with all stakeholders and people from diverse backgrounds.
• Sound judgment and decisiveness
• Dependability and accountability
• Ability to work with computer and virtual platforms

Fiduciary Duties

1. Duty of Care: be reasonably informed and use sound information and judgement in making decisions on behalf of the organization.
2. Duty of Loyalty: The organization comes first. Put aside personal interests and act in the organization’s best interest. Board members are required to support the decisions of the Board.
3. Duty of Obedience: act in compliance with the organization’s mission, bylaws and policies, as well as legal and regulatory requirements.

General Expectations

1. The affairs of the AANA shall be managed under the direction of the Board of Directors.
2. The purpose of the AANA is to advance the Science and Art of Anesthesiology; to develop educational standards and technique in the administration of anesthetic drugs; to facilitate efficient cooperation between nurse anesthetists and other agencies concerned with anesthesiology, such as physicians, hospitals, et. al.; to publish periodicals and bulletins to aid the purpose of the organization; to maintain a central bureau for information, reference and assistance in matters pertaining to anesthesiology, and to promulgate educational programs for proper administration of anesthetics.
3. The purpose of the board is to govern the AANA based on the mission, vision, and strategic plan of the AANA. The board will:
   • Participate in strategic planning.
   • Approve an annual budget, audit reports and material business decisions.
   • Ensure the AANA is accountable in properly carrying out its responsibilities per the AANA Bylaws, Standing Rules and Board Policies.
   • Provide oversight and monitoring of achievement of the strategic plan through joint planning and review of CEO goals and performance.
   • Recruit, hire, support, evaluate and, if necessary, remove the CEO.
   • Conduct AANA affairs with appropriate transparency and confidentiality.

Board Development

1. Board members participate in ongoing governance education and development activities.
2. The board regularly monitors its own performance.
3. Each board member is responsible for understanding the policies of the organization.
4. Organizational and board policies are reviewed and updated on a proscribed timeline by staff for board approval.

Fundraising

Board members will lead by example in supporting the mission and advocacy priorities of the AANA, including participating in the fundraising activities  and encouraging voluntary contributions to the AANA Foundation and PAC, consistent with applicable laws and individual capacity.

Technology Requirements

Board members will be expected to be proficient with technology and have adequate, high speed internet connectivity to facilitate virtual meetings.

Time Commitment 

1. Varies by position, involvement with states and desire to travel
2. Minimum travel is 25 days including 4-6 weekends. Additional state-related activities as needed.
3. Daily time commitment 30 minutes for email and correspondence
4. Directors should expect at least four major AANA board meetings that correspond with national meetings which last from 3-6 days and include approximately 16 hours of advance preparation per meeting
5. President and President-elect should expect a larger time commitment
6. Periodic board conference calls – average 2 hours ea. a. Advanced preparation 4-6 hours
7. Attend individual state meetings as requested
8. Assist in identification and recruitment of new board members
9. Upon election to the AANA Board, members are expected to prioritize AANA business and meetings over other possibly previously scheduled meeting/speaking commitments

Reimbursement 

1. Per AANA Bylaws, board members receive a taxable percentage of the median straight salary from the most recent Certified Registered Nurse Anesthetist (CRNA/nurse anesthesiologist) compensation and benefits survey data
2. Board members are reimbursed for official approved travel according to Business Travel and Reimbursement Policy and Annual Meeting registration and Reimbursement
3. Reimbursement for state meeting travel is addressed with directly with the states.

Leads the AANA Board of Directors, who sets policy to further the mission and strategic plan of the AANA.

Eligibility

• As defined in Bylaws Article V. Section 2

Specific Responsibilities

1. Serves as the chief governance officer of the organization ensuring integrity of the board process; that the board behaves consistently with its own rules and those imposed upon it from outside the organization.
2. With input from the AANA Board members and staff, presides at and finalizes agenda of all general meetings of the AANA, the Board of Directors and the Executive Committee.
3. Presents an annual report at the annual meeting of this AANA.
4. Partners with the CEO in achieving the organization’s mission, including weekly information updates on matters of ongoing importance. Discuss issues confronting the organization and any issues of concern to the Board.
5. Represents the board as needed to outside parties, including but not limited to the membership.
6. Ensures the board’s participation in strategic planning.
7. Serves on the Executive Committee.
8. Serves as ex officio member of committees and attends their meetings when invited.
9. Monitors financial planning and financial reports.
10. Evaluates annually the performance of the organization in achieving its mission.
11. Leads formal evaluation of the CEO performance.
12. Ensures periodic evaluation of the effectiveness of board members is evaluated.
13. Performs other responsibilities assigned by the board.
14. The President may delegate any part of his or her authority to another director but remains accountable for its use.

Internal Relationships

Work with the board and its officers, committee chairs, the CEO, and executive staff in collaboration with the CEO. Maintain accessibility to general membership.

External Relationships

Maintain and foster contact as appropriate and needed with public, press, legislative bodies, and other organizations.

Term of Office

The term of office is one year.

Assists the AANA President in carrying out the functions of the office of president and perform specific duties delegated by the president.

Eligibility

• As defined in Bylaws Article V. Section 2

Specific Responsibilities

1. In the absence of the president, performs those duties of the president.
2. Serves as a member of the board, attending all meetings and participating in all conference calls of the board, and all national AANA conference meetings.
3. Serves on the Finance Committee.
4. Serves on the AANA Foundation Board of Trustees.
5. Serves on the Executive Committee.
6. Participates in weekly information updates with president and CEO.
7. As in-coming president, recommends slate of committee members and chairs, followed by approval by the AANA Board of Directors.
8. Other duties as assigned by the president.

Internal Relationships

Is an officer member of the Board. Works with the president, board, committees and chairs, and executive staff in collaboration with the CEO. Maintains accessibility to general membership.

External Relationships

Represents AANA to other organizations when requested by the president.

Term of Office

The term is one year as president-elect, or in accordance with the Bylaws in the event of a vacancy. Accedes automatically to the office of president.

Serve as an executive committee member.

Eligibility

• As defined in Bylaws Article V. Section 2

Specific Responsibilities

1. Serves as a member of the board, attend all meetings and participate in all conference calls of the Board and its officers, and attend all annual conference meetings
2. Serves as president-elect in that person’s absence. In the event of death, inability or wrongful refusal to act of the president-elect, shall perform the duties of president-elect.
3. Chairs Governance Committee and as such keeps the president and board informed on board adherence to its policies and assures maintenance of governance policies.
4. Responds to emails sent to the Board-of-Directors@aana.com on behalf of the board.
5. Responds to social media posts on behalf of the board when an AANA member makes a specific request or asks a question directed to the board via social media.
6. Other duties as assigned by the President.

Internal Relationships

Work with the Board and its officers, committees and chairs, and executive staff in collaboration with the CEO. Maintain accessibility to general membership.

External Relationships

Represent AANA with other organizations as requested by the president and in collaboration with the CEO.

Term of Office

The term is one year.

Monitors the fiscal affairs of AANA.

Eligibility

• As defined in Bylaws Article V. Section 2

Specific Responsibilities

1. Monitors the fiscal affairs of the AANA and reports to the board on the financial condition of the AANA when requested by the Board.
2. Serves as a member of the Board, attending all meetings and participating in all conference calls of the BOD, and all national AANA conference meetings.
3. Serves on the Finance Committee to review financial status of AANA on a regular basis with the CEO and Chief Financial Officer.
4. Ensures financial reports are submitted to the Board.
5. Ensures the board reviews the Annual Independent Audit.
6. Serves on the SODC Committee.
7. Works with finance department to provide annual budget to the board for approval
8. Provides financial report to members at the annual meeting.
9. Ensures development and board review of financial policies and procedures.
10. Serves on the Executive Committee.
11. Other duties as assigned by the President.

Internal Relationships

Works with the Board and its officers, committees and chairs, and executive staff in collaboration with the CEO. Maintain accessibility to general membership.

Term of Office

The term is one year, serving until the conclusion of the next annual meeting when the Treasurer’s successor is elected and takes office.

Directors serve on the Board as the elected representative to the members at large and contribute to the mission, vision, and strategic plan of AANA while maintaining fiduciary responsibility for the organization.

Eligibility

• As defined in Bylaws Article V. Section 2

Specific Responsibilities

1. Serves as a member of the board.
2. Attends all meetings and participates in all conference calls of the board and its officers, and attends all national conference meetings
3. Actively works with state leaders in an assigned region to facilitate the needs of members. Activities will vary among directors due to individual knowledge and skills. Examples include:
   1. One-on-one or group conference calls between director and assigned regional president and presidents-elect, held monthly or quarterly.
   2. Planning or participating in regional meetings.
4. Specific questions, two-way sharing of information or facilitating leadership education.
5. Mentors AANA members with leadership potential in the region.
6. Actively participates in committee(s), as appointed by the AANA Board. Serves as board liaison to committees or adjacent organizations, as appointed by the AANA Board.
7. Communicates in a timely manner.

Internal Relationships

Work with other board members, state leaders, committees and staff in collaboration with the CEO.

External Relationships

May have contact with external key stakeholders in advancement of the AANA mission and strategic plan.

Term of Office

The term is two years, after which a successor is elected and takes office.

Any vacancy will be filled through a special election of qualified candidates who have chosen to apply to the position. If no qualified members apply for the Special Election, then the vacancy may be filled by the Board of Directors for the unfulfilled portion of the term upon a majority vote of those board members then in office.