Board Guidelines Manual

Prepared by the NAJA Policies Committee

Approved May 14, 1998

NAJA Board of Directors

Basic Duties

  1. Board members, individually and collectively, are responsible for the governance of NAJA – all management and financial policies, procedures, planning, funding and evaluation of the organization.
  2. The role of board members, and the board as a whole, is to make policies for NAJA. The Executive Director and NAJA staff are responsible for carrying out the policies.
  3. Board members shall attend every board meeting or teleconference, serve actively on committees, attend the annual conference and other NAJA events.
  4. Board members will be alert to any actual or implied conflicts of interest, and will notify the NAJA President or the Executive Director of any conflict.
  5. Board members fully approve the mission, goals, objectives, programs, and services of NAJA as an organization dedicated to promoting Native American communications and its practitioners.

Specific Responsibilities

  1. Attend meetings and participate in conference calls. Prepare for meetings by reading material sent to them beforehand by the staff.
  2. Understand the board’s fiduciary and legal responsibilities as the governing body of NAJA and they assure that legal and corporate requirements are met. (NAJA does not offer board insurance, therefore, board members are at risk of personal lawsuits as a result.)
  3. Participate on one or more committees or in an ad hoc manner as requested by the NAJA president or Executive Director.
  4. Support the organization financially at an appropriate level. Be a NAJA member in good standing.
  5. Fulfill commitments within agreed upon deadlines.
  6. Participate in board orientation which takes place after board elections at the annual conference.
  7. Provide candid, open and honest feedback and evaluation.
  8. Informing the Executive Director about opportunities for funding or program development.
  9. Identify individuals who are NAJA members or from the community for volunteer participation and funding support.
  10. Support the NAJA President and board officers in times of controversy or crisis.
  11. Provide support to staff and other board members as they perform their duties.
  12. Exercise good judgment toward issues of confidentiality regarding NAJA’s internal affairs (i.e., personnel matters, scholarships, awards, etc.) as discussed at board meetings or conference calls.
  13. Provide leadership within the board and in the community on behalf of NAJA and its programs.
  14. Serve as an advocate for NAJA.

Staff Responsibilities to the Board

  1. Attend to details of meetings, etc., and inform board members in a timely manner.
  2. Provide any written material in a timely manner to board members in anticipation of board meetings.
  3. Provide complete, concise and accurate information as required or requested.
  4. Use board members’ time judiciously.
  5. Meet agreed upon deadlines with notification if deadlines cannot be met.
  6. Provide prompt response to requests for information.
  7. Return phone calls promptly.
  8. Demonstrate candor and respect in individual and organizational relationships.

Board Orientation

After the election of new board members, there will be an orientation meeting to acquaint them with the staff and other members, and to provide an overall look at NAJA and its future plans.

At this meeting new board members will receive copies of:

  1. Board members’ job descriptions.
  2. Mission statement and charter.
  3. Long-term strategic plan or updated operating plan, including a history of NAJA.
  4. Minutes from last Board meeting, operating budget and financial statement.
  5. Latest newsletter, brochures, and any other recent publications.

NAJA Board of Directors

Here are some basic guidelines, which board members shall follow.


Discussions at board meetings should be clear and to the point. The role of the board President should be respected, especially during meetings when he/she brings rambling board members back to the motion topic being considered, and works to eliminate unnecessary conversation during decision making. Formal motions, repeated by the Secretary, helps to assure that decisions are understood by all present.

Power belongs to only the board as a group

Individual directors have no more status or authority than any other person within the organization except as delegated to them by the board.  Board members have power as board members only when they are meeting in official board meetings.


When the board makes a decision, it is acting on behalf of all the organization’s members, not a particular faction of the membership which may be influential at the time. Making prudent decisions on behalf of the entire membership requires patience. The board should make decisions based on sufficient information; hasty, unclear decisions are a breach of the members’ trust.


Once a decision has been make by the majority of the board, an individual director must abide by the decision in subsequent actions even though he or she may have disagreed with the policy or action adopted.


An individual director should not discuss disputed board actions or policies with members or others except for counsel, always with the utmost discretion and in a manner which would foster confidence in the organization. Directors should be even more reserved about discussing personal information concerning members and personnel questions outside a board meeting, since these are usually sensitive topics and the individual’s right to privacy must be protected.

NAJA Board of Directors Roles

Budget and Finance

The board approves an annual budget, monitors program expenditures, and determines fiscal controls policies for NAJA. Overall responsibility for fiscal accountability rests with the board. The board ensures that the Executive Director hires the auditing firm, that the board receives a copy of the audit, and considers recommendations made in the audit.

Planning and Evaluation

The board develops (with staff) and approves the long-range plan for the organization (including NAJA’s mission and goals) at the fall retreat. The board helps determine priorities for long-term directions and monitors implementation of the goals to measure whether NAJA is fulfilling its mission.


The board assures that adequate resources are in place for NAJA. The board approves fund-raising methods and goals, and participates in fund-raising activities. Generally, board members are expected to contribute financially to the organization.


The board determines NAJA’s policies. Policies are broad guidelines that provide a framework for decision-making. Staff is generally responsible for determining internal operational policies.


The board hires the Executive Director, and the Executive Director hires staff. The Board is responsible for setting clear performance objectives, and for evaluating performance (which is done by the Executive Committee). The board determines Executive Director salary scales, benefits, and develops overall organizational personnel policies.

Public Relations

The board communicates with funders, community leaders, and others interested in NAJA. Individual board members play both an informal public relations role.

Board Continuity and Effectiveness

The board determines the structure of the board and its committees and sets standards for board performance. In addition, the board implements a self-evaluation at least annually and follows up on ways to strengthen board performance. The board schedules regular orientation sessions for new board members and identifies subject areas for the Board’s policy manual.


The board acts as a resource to the Executive Director, offering administrative guidelines about various internal strategic directions as well as program areas.

Title:  Board member

Description: Oversees NAJA’s program operation and budget, and participates in the planning process and approval of short- and long-range goals. Determines and updates NAJA’s mission, sets policies for the organization, and provides inspiration and leadership to NAJA staff. Hires the Executive Director and provides input to the NAJA Executive committee, which conducts the Executive Director’s annual performance evaluation.  Works to enhance NAJA’s public image, and represents NAJA within the news industry and the public at large. Serves in the best interest of NAJA and its members, and works to assure financial solvency of the organization. Offers expertise to staff and actively participates in committees and in organizing and developing NAJA activities. Promotes NAJA’s participation in Unity: Journalists of Color, Inc.

Responsibilities:  Attend regularly scheduled board meetings. Be prepared to discuss agenda items at board meetings by reading and studying background information sent by the NAJA staff in advance of meetings. Put NAJA’s best interest first and foremost in making decisions. Decline from voting on issues when there could be a conflict of interest. Contribute to board committee work and follow through on tasks. Abide by board operation guidelines.

Qualifications:  Must be a working journalist who earns 51 percent or more of his/her income from journalism. (Journalism educators and journalism students are exempt.) A journalists someone who works in gathering, writing, editing, publishing, photographing and dissemination of news as through, but not limited to, a newspaper, magazine, radio, television station, or World Wide Web publication owned and operated by a news media outlet. In addition, experience in financial management, corporate management, fundraising or working with non-profit organizations is a plus.

Executive Committee

The board votes annually on its executive officers, who make up the Executive Committee. The Executive Committee, which acts also as the Personnel Committee, has the authority to make important decisions on behalf of NAJA in times of emergencies, or when time is a critical factor.  However, the decisions must eventually be reviewed and discussed by the full board, and the Executive Committee is encouraged to seek input from other board members before the committee makes its decisions. A brief description of their duties follows:

President: Presides at meetings and serves as immediate supervisor to the Executive Director. As leader of the organization, the NAJA President is responsible for keeping the board informed of his/her NAJA activities, and signals the board of any potential policy-related issues that must be addressed. Represents NAJA at various functions, and automatically becomes a member of the Unity: Journalists of Color Board of Directors for as long as he/she remains NAJA President. Provides vision and strong leadership to NAJA. Holds check-signing authority for NAJA, writes a column for the association newsletter, and gives the keynote address at the opening ceremony of the annual conference. Appoints members to committees, and serves as ex-officio member of all committees.

Vice President: Presides at meetings when the President is unable to attend.  Writes the narrative for the annual board report to the membership. Should the Executive Director resign, the Vice President serves as the head of the search committee. Represents NAJA when the President cannot attend certain function or speaking engagement. Helps carry out mission of NAJA, and serves as ex-officio member of all committees.

Treasurer: Works closely with the Executive Director to monitor the annual budget, spending practices and helps maintain three NAJA accounts: a general fund, a grants account and scholarship account. Holds check signing authority, along with the President and the Executive Director. Writes a treasurer’s report with quarterly financial breakdowns to be included in the board report to the membership, and makes a presentation on the Treasurer’s report at the annual membership meeting. Serves on the Finance/Fundraising Committee.

Secretary: Takes minutes of all NAJA Board and Executive Committee meetings, and completes them in a timely manner. Maintains official records and documents in cooperation with the NAJA office staff. Works closely with the President and Executive Director to help make sure board actions are followed through.

Election Guidelines

The NAJA charter states, under Article VIII, Section 1, that the membership shall determine the election process. In 1996, the NAJA membership voted to establish an Election Committee to organize and facilitate annual board elections. The following guidelines were adopted on June 22, 1996 in Bangor, Maine. It was later revised and adopted by the board in March 26, 2006.


A. Establishment and Selection

1. NAJA Election Committee is hereby authorized for the purpose of
carrying out the election procedures during each election.

2. The Election Committee shall consists of one representative from
each media venue (print, radio and television).

3. Election Committee members must be NAJA members in good

4. One NAJA Board member shall be appointed to serve as an ad hoc

5. Any Election Committee member seeking candidacy for the NAJA
Board, or an appointed ad hoc member seeking re-election, shall
become ineligible to serve on the Election Committee.

6. The Election Committee shall choose a chairperson from among
the four members to preside over the meetings. The Board shall
then select its vice-chairperson and secretary.

B. Duties and Responsibilities The Election Committee shall:

1. Be in charge of all election procedures.

2. Have the power to create rules or regulations as deemed necessary
to carry out the efficient administration of elections.

3. Work with local League of Women Voters to assist in the election

4.  Determine site and location of elections.

5. Submit a final report on the election process to the NAJA

C. Meetings

The Election Committee shall meet in teleconferences during the year,
and at the annual NAJA conference (if necessary).


A. The chairperson shall:

1. Preside over all meetings of the Election Committee, oversee the conduct of the election, and shall close the polls.

2.  Establish contact with local League of Women Voters and work
closely with them to assist in the election process.

3. Provide supervision over local League of Women Voters as they tally votes.

B. The vice-chairperson shall:

1.  Preside over meetings in the absence of the chairperson.

2.  Gather information for the Election Committee to determine each
candidate’s eligibility to serve on the board.

3. Assist chairperson in conducting the election.

C. The secretary shall:

1. Take minutes of official meetings for the Election Committee and
make the records available to the NAJA Board.

2.  Collect and keep safe all ballots until election is complete.

3.  Post and report election results.


A. Requirements

1. Candidates shall be verified as a NAJA member in good standing.

2. In the event that a declared candidate is found not to be in good standing by the election committee, the committee shall notify the candidate of the decision and the reasons within 7 calendar days of the declaration deadline. The candidate has 7 calendar days to appeal the decision to the NAJA board. The board shall rule within 7 calendar days of receiving the appeal.

3. Candidates must be at least 18 years old on the election date.

4. Candidates must meet the definition of media professional (as
approved by the NAJA Board in March 1998).

5. According to the NAJA Charter, board members shall not serve more than two consecutive terms.


1. Candidates must declare their intention to run for the board between Jan. 1 of the convention year and 6 weeks before the first day of the convention.

2.  After their eligibility to run for the board has been determined, candidates shall submit a photo, bio, and a brief summary of what the candidate hopes to achieve through service on the board.

In addition, the NAJA Board of Directors has adopted the following definition of “media professional” and recommended procedure for the Election Board to follow:

“A media professional is defined as a journalist who works for either tribal media or mainstream media and earns 51 percent of his or her annual income through journalism. A journalist is someone who works in the gathering, writing, editing, photographing, publishing and disseminating of news as through, but not limited to, a newspaper, magazine, radio, television station, or World Wide Web publication owned and operated by a news media outlet. (Native educators and students are exempt.)

“Determining whether a board candidate is eligible to hold office shall be the responsibility of the Election Committee. When the NAJA office receives written notification that a NAJA member has declared his or her candidacy for office, the Election Committee has 21 days to notify the candidate in writing whether he or she is eligible to run for the NAJA board. The written determination of eligibility will be sent to the candidate, with copies to the NAJA President and Executive Director. Any candidate determined ineligible will receive an explanation for the ruling within the notification letter.

“An election report shall be prepared and distributed during the annual membership meeting. The report shall include the list of board candidates and any explanations why a candidate was determined ineligible to run, along with general procedures followed during that year’s election process.”

(Note: This policy shall be published in every document that NAJA releases concerning board candidates.)


Appeals to the election results must be made in writing to the election committee chairperson and the board president before the election results are certified at the board meeting immediately following the convention.

Declaring Candidacy

To run for the board, you must be a member with voting privileges who falls under the definition of “media professional,” and you must be at least 18 years old on the election date.