Shop.org Board of Directors Charter

Vision Statement: To be the world’s leading membership community for digital retail

Mission Statement : To help Shop.org members optimize their business by encouraging, enabling, and assisting them in leveraging the collective knowledge of the community

Board of Directors Role
The overall role of the Shop.org Board is to provide strategic guidance and to support Shop.org’s programs and services. Specifically, the role of the Board includes: 

• Strategic planning
  Collaborates with the Shop.org and NRF executive staff members to develop, change or refine the Shop.org mission, vision and general strategic thrust including key strategic initiatives and programs
• Feedback
  Provide ongoing feedback to the Shop.org and NRF staff on the Shop.org customer experience, programs, competition and industry trends and issues
• Support of programs and services
  Where possible, provide support to Shop.org programs, products and services such as making introductions to potential partners, speakers or other resources
• Serve as spokespeople
  Where possible and in coordination with Shop.org’s/NRF’s communications staff, serve as industry press spokespeople

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Composition and Qualification

• 19 members
  
  • 11 retail members
  • 6 non-retail members
  • Shop.org Executive Director (attends NRF Board meetings representing Shop.org)
  • NRF CEO
• Must be a full-time employee of a Shop.org member in good standing

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Election and Term
Board members are elected to two-year terms via an election process held in the July/August timeframe

• Approximately one half of the Directors shall be elected each year
• One person per paying company (representing a particular brand) may apply to be on the election ballot
  
  • Multiple candidates from the same brand is not permitted.
• Election ballot is determined by a nominating committee comprised of continuing Board members between the first and second year of their term
• Ballots feature a ratio of 2 candidates per open seat in each Board member category (retail and non-retail)
• The Board of Directors is elected by majority vote of all members (one vote per Shop.org member in good standing cast by the “Voting Member” contact)
• Board seats belong to the individual who was elected rather than the company they represent. If a Board member changes jobs, as long as they move to a   company that is a member in good standing of Shop.org, they may serve the remainder of their term.

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Meetings

• Four in-person Board meetings per year held in conjunction with Shop.org’s four main events.
  
  • Board members are expected to attend a minimum of three-fourths of Board meetings in a twelve-month period. Exceptions will be made for extenuating circumstances.
• Board meeting agendas
  
  • Sept/Oct Board meeting at Annual Summit (approximately 4 hours)
• Focused on three-year plan and budgeting (Shop.org’s budget is due to NRF in the October/November timeframe)
  
  • Three other Board meetings in January, April and July (approximately 3-4 hours)
• Status updates on strategic plans
• One to two additional discussion topics including potential guest speakers to brief the Board on a particular issue – business trend, policy, Shop.org committee work, etc.

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Feedback Process

• Feedback from Board members is solicited publicly, privately and/or semi-privately
  
  • At each Board meeting, feedback will be solicited publicly from Board members on various Shop.org programs and services as well as NRF activities during the   update portion of the meeting
  • On a quarterly basis the executive director will solicit feedback via email from Board members. Feedback can go directly to the executive director, the entire Board or portions of the Board (e.g. the executive committee).

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Executive Committee
The executive committee is comprised of three or four members including the Chairman and Vice Chairman

• Executive Committee role includes:
  
  • Collaborating with the Executive Director to set agendas for Board meetings
  • Review and provide initial feedback and input on strategic planning materials, budgets and proposals for/changes to major programs or initiatives before they are shared with the rest of the Board members
• Executive Committee Qualifications
  
  • Executive committee members should have served at least one year on the Board 
  • Chairman must be employed by a Shop.org retail member
  • Chairman and Vice Chairman should have served at least one full two-year term on the Board
• Chairman’s role includes representing the Board of Directors in event opening remarks and other meetings
• Vice Chairman role includes serving on the executive committee and, in the event that there is a Chairman vacancy, is invited to participate as Chairman for the duration of the current term
• Election and Term
  
  • Executive Committee, Chairman and Vice Chairman terms are one year.
  • The executive committee role and appointment process will be an agenda item at the September/October Board meeting every two years or if there is an opening on the executive committee
  • Directors may nominate themselves for executive committee positions during the Board meeting or after
• If there are more nominees than available spots on the executive committee, the Executive Director will conduct an election prior to the next Board meeting among the Board members to decide the executive committee
• The executive director and the NRF CEO will break any ties 
• The newly appointed executive committee will select a Chairman and Vice Chairman

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Replacement of vacated Board seats

• No vacant seats will remain open for more than six months in proximity to the next election.
  
  • If there are 18 or more months remaining in the term of a vacated Board seat, the seat is offered to the candidate with the next highest amount of votes from the most recent election.
  • If there are less than 18 months remaining in the term of a vacated Board seat, the seat remains open until the next election, at which point it is filled with a new Board of Director member with a full two-year term

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Compensation/benefits

• Each Board member is entitled to one free pass to all Shop.org events
  
  • This pass is non-transferable
• Recognition of their status as Board Member at Shop.org events and marketing materials
• Upon completion of a full two-year term, Board members achieve Board Emeritus status, which includes free passes to Shop.org events and invitations to Board dinners in perpetuity

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