NHSEA
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Board of Directors
Bylaws
Policies
I. Board Job Description
The purpose of the Board, on behalf of the moral ownership, is to see that NONPROFIT 1) fulfills its social compact with the community and 2) in doing so, serves as a wise steward of its resources while preventing unacceptable actions and situations.
The job of the Board is to represent the moral ownership in determining and demanding appropriate organizational performance. Accordingly:
1. The Board is responsible for maintaining the connection between the NONPROFIT and its “moral owners.”
2. The Board will produce written governing policies in the following areas: a. Mission-based outcomes, which describe what good (results), for whom (recipients) and at what cost b. Organizational health, which defines expectations of, and limits the framework for, executive actions and decision-making. c. Board Governance process, which specifies how the Board will ensure excellence in governance and monitor its own performance. d. Board-CEO linkage, which describes the relationship between the Board and the CEO and describes the CEO role, authority and accountability.
3. The Board will hold the CEO accountable through monitoring of his or her performance against board established policies and will take corrective action as needed.
II. Governing Style
The Board provides strategic leadership to NONPROFIT. In order to do this, the Board will: 1. Look to the future and keep informed of issues and trends that may affect the mission and organizational health of NONPROFIT. 2. Make decisions based on knowledge of community needs and best practices and in accordance with the mission. 3. Be proactive and visionary in its thinking. 4. Encourage thoughtful deliberation, incorporating a diversity of viewpoints. 5. Work together as colleagues, encouraging mutual support and good humor. 6. Have the courage to lead and make difficult decisions. 7. Commit to excellence in governance, including regularly monitoring, assessing and improving its own performance.
The Board will monitor and discuss the Board’s process and performance at each meeting.
In governing, the Board will fulfill its legal responsibilities of: 1. The Duty of Obedience that requires board members to be faithful to the mission of _____________ in its polices and actions. 2. The Duty of Care that requires that in fulfillment of his/her duties, a Board member owes ________________ the care that an ordinarily prudent person would exercise in a like position and under similar circumstances. 3. The Duty of Loyalty that requires Board members to always put the best interest of ____________ first when making decisions affecting the organization.
III. Code of Conduct
The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and professional decorum when acting as board members.
In their capacity as governors, board members must demonstrate unconflicted loyalty to the interests of the ownership of NONPROFIT.
Board members must avoid conflicts of interest with respect to their fiduciary responsibility.
a) Members will annually disclose their involvement with other organizations, vendors, or any other associations that currently do business or may do business with NONPROFIT.
b) Annually, all members will sign a full disclosure and conflict of interest statement.
c) Information exclusive to NONPROFIT shall not be used by board members for personal gain or the gain of a family member or associate.
d) It is the Board member’s obligation to immediately disclose to the Board any and all impending conflict of interest. That member shall absent herself or himself without comment from both the deliberation and final decision-making.
e) Board members must not use their positions to obtain employment or special considerations at NONPROFIT or agencies with whom NONPROFIT has formal contracts for themselves, family members or close associates. If a Board member desires employment at NONPROFIT, he or she must first resign.
f) There will be no self-dealing or any conduct of private business or personal services between any board member and NONPROFIT. Once procedures are established by the Board, then an exception may apply for arrangements which meet established procedures for openness, competitive opportunity and equal access to inside information.
Members will respect the confidentiality appropriate to issues of a sensitive nature.
Board members are expected to attend every regularly scheduled meeting. A member with more than two (2) consecutive absences from regularly scheduled meetings is automatically dismissed from the Board. The Board may consider to reinstate.
IV. Decision-making Process
The Board will make decisions by a process of careful deliberation, seeking out the wisdom and experience of many voices as appropriate, which may include its moral ownership, consumers, staff, volunteers, board members and others with knowledge of its mission.
a) The Board will strive for consensus of opinion in its decision-making.
b) If consensus isn’t reached after a reasonable period of deliberation, to be determined by the chair, then a super majority of 75% of members present for a quorum will make the final decision.
NOTE: These are options. Each Board needs to decide what type of process it will use (e.g. Robert’s Rules of Order, Quaker process or something else) and what types of decision-rule you wish to use (consensus, unanimity, majority, super-majority, etc). This needs to conform to what is in your bylaws – or your bylaws need to be adapted to fit your decision. Both need to be in accordance with state law.
V. Role of the Chair or Board President
The Chairperson assures the integrity and fulfillment of the Board’s process.
The Chairperson assures that the Board conducts business consistent with its own rules.
a) The Chairperson will assure that deliberations will be fair, open, thorough, timely, orderly and to the point.
b) The Chairperson is empowered to chair board meetings and exercise the commonly accepted power of that position.
c) The Chairperson has no authority to supervise or direct the CEO. (this is pure policy-governance. Other organizations adapt this to have the Chair supervise the CEO on behalf of the Board and in accordance with the Board’s written policies).
d) The Chairperson may represent the Board to outside parties in announcing board-stated positions.
VI. Board Committee Principles
Board committees are created to do board work and should never interfere with delegation from board to CEO.
a) Committees will be used sparingly and ordinarily in an ad hoc capacity.
b) Committees will assist the Board by preparing policy alternatives and implications for board deliberation.
c) Board committees may not speak or act for the Board except when formally given such authority. Expectations and authority will be carefully stated in order not to conflict with authority delegated to the CEO.
d) Board committees cannot exercise authority over staff.
e) No majority of members of a board committee that has helped the Board create policy on some topic shall be used to monitor organizational performance on that same topic.
Note: Again, this is pure policy-governance. Many boards do have committees – this should be in agreement with your bylaws.
VII. Cost of Governance
The Board will invest in and develop its governance capacity.
a) This investment may include training, third-party monitoring (e.g. audit), administrative costs, and other activities as needed to ensure the Board’s ability to fulfil its moral and legal obligations and to represent and link to the moral owners.
The cost of governance will be integrated into strategic planning and annual budgeting.
VIII. Board Nominations Process
The Board seeks to recruit individuals as Board members who are committed to the mission and governing process of the NONPROFIT.
The Board seeks out candidates who possess the following characteristics: a) Demonstrated passion for the mission. b) (Specific to agency mission) c) A reflection of the diversity of cultures, abilities, family structure, race, socio-economic status and geography of our service area. d) Support the Board governing structure and can meet board work expectations. e) Will engage in deliberative and collegial decision-making. f) Are committed to their stewardship responsibilities g) A knowledge of (mission specific) systems, organization development, change management, strategic thinking, organizational growth, or strategic legal and nonprofit issues.
In the process of recruiting and nominating candidates, the Board will request from all candidates: a) Letter of interest b) Resume or summary of experience c) Interview by board members d) References to verify demonstrated competencies
In the process of determining final candidates, the Board will: a) Conduct an initial screening of letters of interest/resumes b) Interview promising candidates c) Invite potential candidates to a board meeting to observe the process d) Check for competencies e) Discuss the qualifications of nominees and their value to the Board f) Provide finalists with adequate information about NONPROFIT’s mission and governance for the candidate to make a knowledgeable and informed decision on their fit for the Board
Final Board selection will be made in accordance with the provisions outline in the bylaws.
