Board of Directors

Composition and Terms

The Board of Directors is made up of the five ISHLT officers (the President-elect, President and Past-President, who serve 1 year terms in each office, and the Secretary and the Treasurer who each serve 1 year terms) and at least 11 and not more than 16 Directors who each serve 3 year terms.  The Executive Director serves as an ex officio, non-voting member of the Board.  Each Board member is assigned by the President to serve as the Board Liaison to one or more Councils or Committees. ISHLT Officers and Directors may not simultaneously serve as officers of any ISHLT Scientific Council nor as Project Leads/Chairs for any ISHLT activity (standard/guideline, new registry initiative, Academy, etc.). Officers and Directors may serve as ISHLT Committee Chairs.

Responsibilities of the Board 

• Manage the affairs, property, business, and all legal matters of the Society
• Provide appropriate and effective governance and leadership of ISHLT
• Update as needed and carry out the Society’s established mission and purposes
• Engage in strategic thinking and planning to develop and update as needed a strategic framework for the Society’s future
• Develop, measure progress on, and regularly update clear and defined goals, objectives, tactics, programs, and services for implementing the strategic framework 
• Establish the organization’s values
• Make decisions on behalf of the Society as a whole in accordance with its mission, purposes, values, and strategic framework
• Provide the volunteer and financial resources necessary to accomplish ISHLT’s goals, objectives, programs, and services
• Approve an annual budget
• Provide prudent financial oversight of the Society 
• Set goals and priorities for and approve an annual plan of work for programs and services of the Committees / Councils / Workforces / Board no later than October 31 of each year
• Provide timely and effective oversight of and guidance to ISHLT's volunteer leaders and the Executive Director
• Fully support and adhere to the processes, procedures, deadlines, and operations established by Staff to fulfill the Scope of Services
• Appoint standing and special committees
• Develop policies regarding leadership designation and governance of the committees 
• Determine the purpose, number, and specific designations of the Scientific Councils, based on the scientific interests and constituencies of the members
• Develop policies regarding leadership designation and governance of Scientific Councils
• Develop and maintain corporate policies to address Society programs, services, and operations, including but not limited to internal financial policies, employment policies, investment policies, a whistleblower policy, and a document retention policy
• Contract for management services, negotiate and agree upon expectations and deliverables, and assess performance in accordance with agreed upon expectations and deliverables 
• Define clear deliverables, expectations, deadlines, and performance metrics for the goals, objectives, programs, and services 
• Ensure that volunteers and the ED understand the deliverables, expectations, deadlines, and performance metrics for the goals, objectives, programs, and services 
• Provide regular and informed oversight of the work of volunteers and progress toward goals 
• Decide on the path forward for projects that may not be progressing appropriately and provide feedback/course correction 
• Hold volunteer leaders accountable for timelines, deliverables, and compliance with ISHLT policies, procedures, and expectations
• Regularly evaluate the performance of and provide feedback to the Board as a whole, the individual Board members, and all other volunteer leaders 
• Establish a culture of transparency, honesty, and respect among Board members, Volunteer leaders, the ISHLT membership, and staff
• Ensure a process is in place for handling management company and Executive Director succession planning and unscheduled departure
• Assure adherence to Society Bylaws and legal requirements 
• Approve new policies and changes to existing policies in a timely manner 
• Identify, address, and resolve conflicting opinions / priorities of members 

Responsibilities of Individual Board Members

• Attend and participate in all in-person Board meetings and conference calls 
• Prepare for Board meetings and conference calls by fully reviewing agenda and supporting materials, asking informed questions, making value-added contributions to the discussions, and making decisions based on the best interests of the Society as a whole 
• Respond promptly and by the deadline to all assigned tasks
• Treat Board members, staff, volunteers, and members with respect
• Attend and actively participate in Board orientation and leadership development sessions
• Actively participate in the development and prioritization of goals, objectives, and tactics intended to further the strategic plan
• Actively participate in Board self-assessment and other volunteer assessment activities as requested
• Understand and adhere to all conflict of interest policies of the Society
• Represent ISHLT’s best interests, promote the ISHLT brand, and serve as an ambassador for the Society
• Refrain from communicating to others on behalf of the Board unless given specific authority to do so