Structure

The organizational governance structure is a framework of rules and practices by which the board of directors ensures accountability, fairness, and transparency in the association's relationship with its all stakeholders (members, partners, management, employees, donors, and the community). NABA's Corporate Governance dictates the policies and actions of the National Association, which also has an impact on governance at the Regional and Chapter level.

The traditional corporate governance framework[1] consists of:

1) 
Explicit and implicit contracts between the organization and the stakeholders for the distribution of responsibilities, rights, and rewards
2)
Provisions for reconciling the sometimes conflicting interests of stakeholders in accordance with their duties, privileges, and roles
(NABA: Bylaws)
3)
Procedures for proper oversight, controls, and information-flows to serve as a system of checks-and-balances
(NABA: NPPM - National Policies and Procedures Manual)
 


AFFILIATION AGREEMENT
The primary goal of the Affiliation Agreement (AA) is to minimize risk across the organization by formalizing the relationship between the National Association and our affiliated subordinate organizations at the chapter and regional level. The AA also fosters a relationship of support and improved collaboration with our affiliated organizations by:

 
  • Clarifying and formalizing the legal relationship between NABA and its affiliates
  • Protecting the nonprofit, tax-exempt status of the affiliates under NABA's IRS 501(c)(3) umbrella
  • Ensuring the insurability of NABA programs at all levels
  • Aligning of policies and procedures across the organization


BYLAWS
Bylaws are the legally binding rules that outline how the oversight activities of the association will be conducted. Specifically, the bylaws direct the board of directors in their work to govern the association, guiding the board's actions and decisions. They help prevent or resolve conflict and disagreements. They can protect the organization from potential problems by clearly outlining rules around authority levels, rights, and expectations.

While bylaws are a detailed and immediate source of regulations, they must follow federal and state laws and comply and work in conjunction with the association's Articles of Incorporation. NABA's current bylaws, as well as other primary governing documents and resources are linked below.

 



NPPM
The National Policies and
Procedures Manual (NPPM) provides guidance on issues and board practices not detailed in the primary governing documents (i.e., Bylaws, Articles, AA). Because NABA's board may find it necessary to change, update, and create new policies on a regular basis, it is not practical or recommended to include all the policies in the bylaws. NPPs address the protocols to follow to minimize potentially harmful situations, improper behavior, ineffective decision making and clarify the authority, roles and responsibilities (board, committees, volunteers, staff) for routine or anticipated activities. The NPPM will also include Charters for committees and taskforces, job descriptions for key volunteer roles (officers, committee chairs, etc.), and process guidelines for routine or anticipated governance activities.

NABA's NPPM (as a whole or in part) is made available for those to whom it applies. Questions may be directed to governance@nabainc.org.

 

[1]  WebFinance, Inc, BusinessDictionary.com, Corporate Governance, retrieved from http://www.businessdictionary.com/definition/corporate-governance.html
[2] The Volunteer Leader Resource Center (VLR) is a resource available to members serving in a leadership role at the local, regional or national level