Director Responsibilities

v1.00 2026/03/17

The Board of OARC, Inc. is formally an executive board, not merely advisory.  The Board members are legally responsible for the organization.

Although DNS-OARC is a member organization and the Directors are elected from (and by) the members, the Board is not a member-representative board – the primary responsibility of any board director is a fiduciary responsibility for the organization itself.  As such this creates an indirect responsibility to run the organization for the benefit of the members.  That benefit comes from having DNS-OARC fulfill its mission via strategic direction set by the Board (with input from the Staff).  

A specific responsibility of the Board is to select and hire the corporation’s President, and to manage the President’s performance and responsibilities.  The Board sets objectives for the President which are aligned with that strategy, but does not otherwise usually involve itself with the day-to-day running of the organization – this is delegated to the President.

Requirements

The ideal candidate should have a good level of senior management experience, ideally at director / C-team level such that they have had experience in the actual running of a business.  They should understand budgeting, and how to read management accounts. Experience of non-profit organizations is advantageous.

Directors should have an active interest in aspects of the DNS. However, despite the technical nature of the DNS-OARC community, it is not a requirement that a candidate’s interest or associated skills be technical or related to engineering. For example, a candidate that works at a DNS-OARC member organisation as a lawyer, a product manager or a sales person might bring useful skills and knowledge to the board.

Directors are expected to disclose any material conflict of interest related to their role on the board and to recuse themselves from decision-making in the event that a conflict exists.

Directors are expected to follow relevant policies applicable to board members, including the DNS-OARC Code of Conduct and OARC Inc’s privacy policies with respect to data associated with other directors, members and staff.

Time Commitments

The DNS-OARC board typically meets monthly.  An agenda and board papers are circulated in advance of each meeting.  These papers include reports from the President and each of the staff, financial reports, and other documents relating to new and ongoing Board discussion points.  Each monthly meeting has a time commitment of roughly 3-4 hours, including preparation.

The Directors holding officer roles (i.e. Chair and Treasurer) should expect to spend additional time working with the Company President, and other staff as applicable.

Other committees exist with Board members present either as full committee members or as liaisons from the Board.  Each of these will have their own time commitments.

Ideally every Board member should aim to be present at as many DNS-OARC workshops as possible during their tenure.  The Board may have its monthly meeting 1-2 times per year in-person, subject to Directors being in the same place for workshops or other industry events. Directors in-person attendance at a retreat for roughly 2 days every 2 years is highly desirable.

Compensation & Expenses

No compensation, financial or other, is offered to Directors.  Directors do benefit from a waived participation fee for attending OARC events.  Expenses incurred for travel and accommodation to in-person attendance at a retreat are not covered by OARC, Inc.