Healthcare Extension promotion and Training Organization Inc.
HEPTO
HEPTO
Table of Contents
Purpose. 3
Basic Responsibilities of the Board. 3
Board Operations Calendar. 4
Conflicts of Interest Policy for Board. 4
Option 1. 4
Option 2. 4
Option 3. 4
Board Accountability. 4
Sarbanes-Oxley Policy. 4
Insider Transactions and Conflicts of Interest 4
Independent and Competent Audit Committee. 4
Responsibilities of Auditors. 4
Certified Financial Statements. 4
Whistle-Blower Protection. 4
Document Destruction. 4
Board Organization Chart 4
Fundraising Committee. 4
Finance Committee. 4
Board Development Committee. 4
Program Committee. 4
Executive Committee. 4
Audit Committee. 4
Personnel Committee. 4
Public Policy Committee. 4
Temporary Committees. 4
Sample Job Descriptions for Board Officers. 4
Executive Director / Chair / Chief Voluntary Officer (CVO) 4
Vice President / Vice Chair. 4
Treasurer. 4
Board Attendance Policy. 4
Public Policy Positions. 4
Purpose. 3
Basic Responsibilities of the Board. 3
Board Operations Calendar. 4
Conflicts of Interest Policy for Board. 4
Option 1. 4
Option 2. 4
Option 3. 4
Board Accountability. 4
Sarbanes-Oxley Policy. 4
Insider Transactions and Conflicts of Interest 4
Independent and Competent Audit Committee. 4
Responsibilities of Auditors. 4
Certified Financial Statements. 4
Whistle-Blower Protection. 4
Document Destruction. 4
Board Organization Chart 4
Fundraising Committee. 4
Finance Committee. 4
Board Development Committee. 4
Program Committee. 4
Executive Committee. 4
Audit Committee. 4
Personnel Committee. 4
Public Policy Committee. 4
Temporary Committees. 4
Sample Job Descriptions for Board Officers. 4
Executive Director / Chair / Chief Voluntary Officer (CVO) 4
Vice President / Vice Chair. 4
Treasurer. 4
Board Attendance Policy. 4
Public Policy Positions. 4
Purpose
The board of directors represents the interests of the Organization. The board, acting as governors, is charged to protect that public purpose to ensure that funds are used as responsibly and as effectively as possible.
To achieve this stewardship, the board usually forms committees. The institution utilizes various subcommittees of the board of directors to oversee the operations of the organization.
To achieve this stewardship, the board usually forms committees. The institution utilizes various subcommittees of the board of directors to oversee the operations of the organization.
- Assessment and Operation committee.
- Planning, Monitoring and Evaluation committee,
- Administration and Management committee
- Finance, budgeting and hiring committee
- Public relations, communication, Ethics, and legal advisory committee
Basic Responsibilities of the Board
To determine the organization's mission and purpose. It is the board's responsibility to create and review a mission statement that clearly articulates the organization's goals, means, and primary stakeholders served.
To select the chief executive/executive director. The board must reach a consensus on the chief executive/executive director's responsibilities and complete a careful search to find the most qualified person for the position.
To provide proper financial oversight. The board must oversee the development of the annual budget and ensuring that proper financial controls are in place.
To ensure adequate resources. One of the board's foremost responsibilities is to provide the resources needed to fulfill the mission of the organization.
To ensure legal and ethical integrity and maintain accountability. The board is ultimately responsible for ensuring adherence to legal standards and ethical norms.
To ensure effective organizational planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals.
To recruit and orient new board members and assess board performance. All boards have a responsibility to develop prerequisites for candidates, orient new members, and periodically and comprehensively evaluate its performance.
To enhance the organization's public standing. The board should clearly articulate the organization's accomplishments, mission, and goals to the public and generate support from the community.
To determine, monitor, and strengthen the organization's programs and services. The board is responsible for determining which programs are consistent with the organization's mission and to monitor their effectiveness.
To support the chief executive/executive director and assess his or her performance. The board should ensure that the chief executive/executive director has the support he or she needs to further the goals of the organization.
To determine the organization's mission and purpose. It is the board's responsibility to create and review a mission statement that clearly articulates the organization's goals, means, and primary stakeholders served.
To select the chief executive/executive director. The board must reach a consensus on the chief executive/executive director's responsibilities and complete a careful search to find the most qualified person for the position.
To provide proper financial oversight. The board must oversee the development of the annual budget and ensuring that proper financial controls are in place.
To ensure adequate resources. One of the board's foremost responsibilities is to provide the resources needed to fulfill the mission of the organization.
To ensure legal and ethical integrity and maintain accountability. The board is ultimately responsible for ensuring adherence to legal standards and ethical norms.
To ensure effective organizational planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan's goals.
To recruit and orient new board members and assess board performance. All boards have a responsibility to develop prerequisites for candidates, orient new members, and periodically and comprehensively evaluate its performance.
To enhance the organization's public standing. The board should clearly articulate the organization's accomplishments, mission, and goals to the public and generate support from the community.
To determine, monitor, and strengthen the organization's programs and services. The board is responsible for determining which programs are consistent with the organization's mission and to monitor their effectiveness.
To support the chief executive/executive director and assess his or her performance. The board should ensure that the chief executive/executive director has the support he or she needs to further the goals of the organization.
Board Operations Calendar
|
Regular Board Activity Fiscal year begins Conduct Board Self-Evaluation Evaluate Chief Executive (by referencing his or her progress towards last fiscal year's goals and his or her job description) Review and update board policies and personnel policies Conduct first board retreat (address board self-evaluation results, team building, begin strategic planning, etc.) Begin recruiting new board members Conduct strategic planning to produce organizational goals and resources need to reach goals Elect new board members Establish chief executive's goals for next year (as produced from strategic planning) Hold annual meeting Establish chief executive's goals for next year (as produced from strategic planning) Develop a fundraising plan (nonprofit-specific, with primary goals to get funds needed for the budget) Conduct second board retreat (address board orientation/training; re-organize or form new committees based on goals from the strategic plan; develop work plans; update board operations calendar; review planning status, etc.) Conduct fundraising plan (nonprofit-specific; primarily to meet fundraising goals) |
Approximate Date January (fiscal-year timing is often specified in the Bylaws) March–April (before evaluating chief executive) April–May (after completion of last fiscal year) April–June (concurrent to the board and chief evaluations) April April–May (in time for June/July elections) May–June–July (start planning in time for the setting mission, vision, values, issues, goals, strategies, resource needs, funding needs, and time for getting funds before the beginning of next fiscal year) June–July August (as organizational goals are realized from planning July July–August–September July–August–September August (in time to orient new board members soon after they join the board) August–December |
Conflicts of Interest Policy for Board
Option 1
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall
a) fully disclose the nature of the interest and
b) withdraw from discussion, lobbying, and voting on the matter.
Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Option 2
For purposes of this provision, the term "interest" is defined as personal interest or interest as a director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern; and as having an immediate family member who holds such an interest in any concern. The term "concern" shall apply to any corporation, association, trust, partnership, limited liability entity, firm, person or entity other than the organization.
No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing – either as a vendor, purchaser, or otherwise – or contracting or entering into any other transaction with the organization (or with any entity of which the organization is an affiliate).
No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided that:
The interest of such officer or director is fully disclosed to the board of directors
Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization
Payments to the interested officer or director are reasonable and do not exceed fair market value;
No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval
Option 3
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:
The interest of such officer or director is fully disclosed to the board of directors.
No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon
Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization
Payments to the interested officer or director shall be reasonable and shall not exceed the fair market value
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall
a) fully disclose the nature of the interest and
b) withdraw from discussion, lobbying, and voting on the matter.
Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Option 2
For purposes of this provision, the term "interest" is defined as personal interest or interest as a director, officer, member, stockholder, shareholder, partner, manager, trustee or beneficiary of any concern; and as having an immediate family member who holds such an interest in any concern. The term "concern" shall apply to any corporation, association, trust, partnership, limited liability entity, firm, person or entity other than the organization.
No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing – either as a vendor, purchaser, or otherwise – or contracting or entering into any other transaction with the organization (or with any entity of which the organization is an affiliate).
No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided that:
The interest of such officer or director is fully disclosed to the board of directors
Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization
Payments to the interested officer or director are reasonable and do not exceed fair market value;
No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval
Option 3
Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:
The interest of such officer or director is fully disclosed to the board of directors.
No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon
Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization
Payments to the interested officer or director shall be reasonable and shall not exceed the fair market value
The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval
Board Accountability
To help insure board accountability, the board must:
Conduct a formal performance review of its executive director on (at least) an annual basis
Review financial statements for the organization on (at least) a quarterly basis
Ensure that all board members are able to read and comprehend the financial statements
Select the independent auditor that must provide an independent audit of the board’s financials (at least annually) to the organization
Review and approve the organization’s IRS 990s and other government tax reports
Review the insurance policies and all other risk management mechanisms in place (at least) once every 2 to 3 years
Know how the compensation paid to its senior employees compares to that of similar positions at other non-profit organizations – an analysis of such compensation must be done (at least) every three years
Ensure that each board member is able to quote the organization’s Mission Statement verbatim (or at least nearly so)
Have in place a policy governing duality of interest and conflict of interest among board members and corporate officers
Have in place a set of personnel policies which reflect current employment
To help insure board accountability, the board must:
Conduct a formal performance review of its executive director on (at least) an annual basis
Review financial statements for the organization on (at least) a quarterly basis
Ensure that all board members are able to read and comprehend the financial statements
Select the independent auditor that must provide an independent audit of the board’s financials (at least annually) to the organization
Review and approve the organization’s IRS 990s and other government tax reports
Review the insurance policies and all other risk management mechanisms in place (at least) once every 2 to 3 years
Know how the compensation paid to its senior employees compares to that of similar positions at other non-profit organizations – an analysis of such compensation must be done (at least) every three years
Ensure that each board member is able to quote the organization’s Mission Statement verbatim (or at least nearly so)
Have in place a policy governing duality of interest and conflict of interest among board members and corporate officers
Have in place a set of personnel policies which reflect current employment
law
Sarbanes-Oxley Policy
The organization should voluntarily incorporate certain provisions of the Sarbanes-Oxley Act into operations.
Insider Transactions and Conflicts of Interest
Both management and the board must understand and fully comply with all laws regarding compensation and benefits provided to directors and executives.
Personal loans to directors and executives are prohibited unless some very compelling reason can be demonstrated. In cases in which the board feels it is necessary to provide a loan, all terms must be disclosed and formally approved by the board, the process documented, and the terms and the value of the loan publicly disclosed.
The board must establish a conflict of interest policy and a regular and rigorous means of enforcing it.
Independent and Competent Audit Committee
An annual external financial audit must be conducted of the books of the organization.
The board shall establish a separate audit committee of the board. All board members on the audit committee should be free from conflicts of interest and should not receive any compensation for their service on the committee. The board must provide financial literacy training to all board members.
The audit committee must include at least one “financial expert.” The “financial expert” is expected to serve as a resource to the board and to assist in overseeing the outside audit process, not to audit the organization.
The audit committee must select and oversee the auditing company and review the audit and require full board approval of audit results.
Responsibilities of Auditors
The auditor must be rotated (at least) every five years. The auditor must avoid any conflict of interest in staff exchange between audit firm and organization, and the organization must not use the auditing firm for non-auditing services, except tax form preparation with preapproval from the audit committee.
Sarbanes-Oxley Policy
The organization should voluntarily incorporate certain provisions of the Sarbanes-Oxley Act into operations.
Insider Transactions and Conflicts of Interest
Both management and the board must understand and fully comply with all laws regarding compensation and benefits provided to directors and executives.
Personal loans to directors and executives are prohibited unless some very compelling reason can be demonstrated. In cases in which the board feels it is necessary to provide a loan, all terms must be disclosed and formally approved by the board, the process documented, and the terms and the value of the loan publicly disclosed.
The board must establish a conflict of interest policy and a regular and rigorous means of enforcing it.
Independent and Competent Audit Committee
An annual external financial audit must be conducted of the books of the organization.
The board shall establish a separate audit committee of the board. All board members on the audit committee should be free from conflicts of interest and should not receive any compensation for their service on the committee. The board must provide financial literacy training to all board members.
The audit committee must include at least one “financial expert.” The “financial expert” is expected to serve as a resource to the board and to assist in overseeing the outside audit process, not to audit the organization.
The audit committee must select and oversee the auditing company and review the audit and require full board approval of audit results.
Responsibilities of Auditors
The auditor must be rotated (at least) every five years. The auditor must avoid any conflict of interest in staff exchange between audit firm and organization, and the organization must not use the auditing firm for non-auditing services, except tax form preparation with preapproval from the audit committee.
Certified Financial Statements
The organization’s CEO and CFO must sign off on all financial statements (either formally or in practice), including Form 990 tax returns, to ensure they are accurate, complete and filed on time. The board must review and approve financial statements and Form 990 tax returns for completeness and accuracy.
Whistle-Blower Protection
The board must develop, adopt, and disclose a formal process to deal with complaints and prevent retaliation.
The board or an appointed subcommittee of the manager must investigate employee complaints and correct any problems or explain why corrections are not necessary.
Document Destruction
The board must develop written, mandatory document retention and periodic destruction policy that includes guidelines for electronic files and voicemail.
If an official investigation is underway – or even suspected – management must stop any document purging in order to avoid criminal obstruction.
Board Organization Chart
The organization chart for the board of directors identifies and formalizes the reporting and working relationships of all committees and top executives of the organization. These committees include both the adjunct (or ad hoc) and the standing committees involved in fundraising, functional, and advisory capacities.
The organization’s CEO and CFO must sign off on all financial statements (either formally or in practice), including Form 990 tax returns, to ensure they are accurate, complete and filed on time. The board must review and approve financial statements and Form 990 tax returns for completeness and accuracy.
Whistle-Blower Protection
The board must develop, adopt, and disclose a formal process to deal with complaints and prevent retaliation.
The board or an appointed subcommittee of the manager must investigate employee complaints and correct any problems or explain why corrections are not necessary.
Document Destruction
The board must develop written, mandatory document retention and periodic destruction policy that includes guidelines for electronic files and voicemail.
If an official investigation is underway – or even suspected – management must stop any document purging in order to avoid criminal obstruction.
Board Organization Chart
The organization chart for the board of directors identifies and formalizes the reporting and working relationships of all committees and top executives of the organization. These committees include both the adjunct (or ad hoc) and the standing committees involved in fundraising, functional, and advisory capacities.
Fundraising Committee
The Fundraising Committee's job is not simply to raise money; instead, it is responsible for overseeing the organization's overall fundraising and, in particular, the fundraising done by the board. To accomplish this, its responsibilities are:
To work with staff to establish a fundraising plan that incorporates a series of appropriate vehicles – such as special events, direct mail, and product sales;
To work with fundraising staff in their efforts to raise money;
To take the lead in certain types of outreach efforts – such as chairing a dinner/dance committee or hosting fundraising parties;
To be responsible for the involvement of all board members in fundraising – such as having board members make telephone calls to ask for support; and
To monitor fundraising efforts to ensure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.
Finance Committee
The Finance Committee (often called the Budget and Finance Committee) tasks are:
To review budgets initially prepared by staff;
To help develop appropriate procedures for budget preparations (such as meaningful involvement by program directors) consistent with the budget and the organization's plans;
To report to the board any financial irregularities, concerns, and opportunities;
To recommend financial guidelines to the board – such as to establish a reserve fund or to obtain a line of credit for a specified amount;
To work with staff to design financial reports and ensure that these reports are accurate and timely;
To oversee short and long-term investments, unless there is a separate investments committee;
To recommend selection of the auditor and work with the auditor, unless there is a separate audit committee; and
To advise the executive director and other appropriate staff on financial priorities and information systems, depending on committee member expertise.
Board Development Committee
In some ways, the most influential of all the committees, the Board Development Committee (sometimes called the Nominating Committee or the Committee on Trustees) is responsible for the general affairs of the board.
While the specific tasks of this committee vary greatly from organization to organization, they usually include some or all of the following responsibilities:
To prepare priorities for board composition
To meet with prospective board members and recommend candidates to the board
To recommend a slate of officers to the board
To conduct orientation sessions for new board members and to organize training sessions for the entire board, and
To suggest new, non-board individuals for committee membership.
Program Committee
The Program Committee is often comprised of board members who are most familiar with the approaches and operations of the organization's programs.
Depending on its make-up and programs, this committee's most common responsibilities are:
To oversee new program development, and to monitor and assess existing programs
To initiate and guide program evaluations, and
To facilitate discussions about program priorities for the agency.
Executive Committee
The Executive Committee is sometimes comprised of the board officers; other Executive Committee configurations can include committee chairs, the board officers, and the Fundraising Committee chair.
Audit Committee
The role of the Audit Committee encompasses interviewing auditors, reviewing bids, recommending selection of an auditor to the board, receiving the auditor's report, meeting with the auditor, and responding to the auditor's recommendations.
For many organizations, the annual audit is the only time the organization's financial systems are reviewed by an independent outsider and, as a result, the auditor's report is an important mechanism for the board to obtain independent information about the organization's activities.
On smaller boards, the functions of the Audit Committee are managed by the Finance Committee.
Personnel Committee
The functions of the Personnel Committee include drafting and revising personnel policies for board approval, reviewing job descriptions, establishing a salary structure and annually reviewing staff salaries, and reviewing the benefits package.
In some organizations, the board's Personnel Committee also acts as a grievance board for employee complaints. Because difficulties can arise if many less serious complaints are brought directly to the board rather than to the staff person's supervisor, it is preferable for the personnel committee to act only on formal written grievances against the executive director or when an employee formally appeals a decision by the executive director to the board.
Public Policy Committee
The Public Policy Committee stays informed on relevant matters of public policy and introduces proposals for a board position or an organizational activity – for example, a Public Policy Committee might draft a written position paper related to pending cuts in welfare funding or propose that the board join a coalition of neighborhood nonprofits protesting the closure of a park.
Temporary Committees
Some committees are convened on a temporary basis to address a specific single event or issue. Often called ad hoc committees, they meet for a few months and disband once their task is completed.
Commonly used temporary committees and their designated tasks include:
Site Committee: Works with staff to evaluate the existing location and consider a move to a different location, to review a new lease, or to weigh the feasibility of purchasing a building.
Special Event Committee: Coordinates the board's assignments on a particular event – such as an annual dinner.
CEO Transition or Search Committee: Seeks a new executive director through processes such as recommending guidelines and a search process to the board and takes steps to help the new executive succeed. Some search committees hire the new executive director while other search committees present a group of candidates to be evaluated by a different committee or by the whole board.
Merger Committee: Pursues possible mergers with other organizations and brings information and recommendations back to the full board.
Planning Committee: Leads a strategic planning endeavor; this planning committee may consist of both board and staff members.
Special Issue Committee: Investigates an unusual problem or opportunity – such as negative publicity in the newspaper, deep staff resentment against the executive director, an unusual grant opportunity or a possible joint project with another organization. Setting up a Special Issue Committee to research the situation and report back to the board ensures that decisions are based on adequate information.
The Fundraising Committee's job is not simply to raise money; instead, it is responsible for overseeing the organization's overall fundraising and, in particular, the fundraising done by the board. To accomplish this, its responsibilities are:
To work with staff to establish a fundraising plan that incorporates a series of appropriate vehicles – such as special events, direct mail, and product sales;
To work with fundraising staff in their efforts to raise money;
To take the lead in certain types of outreach efforts – such as chairing a dinner/dance committee or hosting fundraising parties;
To be responsible for the involvement of all board members in fundraising – such as having board members make telephone calls to ask for support; and
To monitor fundraising efforts to ensure that ethical practices are in place, that donors are acknowledged appropriately, and that fundraising efforts are cost-effective.
Finance Committee
The Finance Committee (often called the Budget and Finance Committee) tasks are:
To review budgets initially prepared by staff;
To help develop appropriate procedures for budget preparations (such as meaningful involvement by program directors) consistent with the budget and the organization's plans;
To report to the board any financial irregularities, concerns, and opportunities;
To recommend financial guidelines to the board – such as to establish a reserve fund or to obtain a line of credit for a specified amount;
To work with staff to design financial reports and ensure that these reports are accurate and timely;
To oversee short and long-term investments, unless there is a separate investments committee;
To recommend selection of the auditor and work with the auditor, unless there is a separate audit committee; and
To advise the executive director and other appropriate staff on financial priorities and information systems, depending on committee member expertise.
Board Development Committee
In some ways, the most influential of all the committees, the Board Development Committee (sometimes called the Nominating Committee or the Committee on Trustees) is responsible for the general affairs of the board.
While the specific tasks of this committee vary greatly from organization to organization, they usually include some or all of the following responsibilities:
To prepare priorities for board composition
To meet with prospective board members and recommend candidates to the board
To recommend a slate of officers to the board
To conduct orientation sessions for new board members and to organize training sessions for the entire board, and
To suggest new, non-board individuals for committee membership.
Program Committee
The Program Committee is often comprised of board members who are most familiar with the approaches and operations of the organization's programs.
Depending on its make-up and programs, this committee's most common responsibilities are:
To oversee new program development, and to monitor and assess existing programs
To initiate and guide program evaluations, and
To facilitate discussions about program priorities for the agency.
Executive Committee
The Executive Committee is sometimes comprised of the board officers; other Executive Committee configurations can include committee chairs, the board officers, and the Fundraising Committee chair.
Audit Committee
The role of the Audit Committee encompasses interviewing auditors, reviewing bids, recommending selection of an auditor to the board, receiving the auditor's report, meeting with the auditor, and responding to the auditor's recommendations.
For many organizations, the annual audit is the only time the organization's financial systems are reviewed by an independent outsider and, as a result, the auditor's report is an important mechanism for the board to obtain independent information about the organization's activities.
On smaller boards, the functions of the Audit Committee are managed by the Finance Committee.
Personnel Committee
The functions of the Personnel Committee include drafting and revising personnel policies for board approval, reviewing job descriptions, establishing a salary structure and annually reviewing staff salaries, and reviewing the benefits package.
In some organizations, the board's Personnel Committee also acts as a grievance board for employee complaints. Because difficulties can arise if many less serious complaints are brought directly to the board rather than to the staff person's supervisor, it is preferable for the personnel committee to act only on formal written grievances against the executive director or when an employee formally appeals a decision by the executive director to the board.
Public Policy Committee
The Public Policy Committee stays informed on relevant matters of public policy and introduces proposals for a board position or an organizational activity – for example, a Public Policy Committee might draft a written position paper related to pending cuts in welfare funding or propose that the board join a coalition of neighborhood nonprofits protesting the closure of a park.
Temporary Committees
Some committees are convened on a temporary basis to address a specific single event or issue. Often called ad hoc committees, they meet for a few months and disband once their task is completed.
Commonly used temporary committees and their designated tasks include:
Site Committee: Works with staff to evaluate the existing location and consider a move to a different location, to review a new lease, or to weigh the feasibility of purchasing a building.
Special Event Committee: Coordinates the board's assignments on a particular event – such as an annual dinner.
CEO Transition or Search Committee: Seeks a new executive director through processes such as recommending guidelines and a search process to the board and takes steps to help the new executive succeed. Some search committees hire the new executive director while other search committees present a group of candidates to be evaluated by a different committee or by the whole board.
Merger Committee: Pursues possible mergers with other organizations and brings information and recommendations back to the full board.
Planning Committee: Leads a strategic planning endeavor; this planning committee may consist of both board and staff members.
Special Issue Committee: Investigates an unusual problem or opportunity – such as negative publicity in the newspaper, deep staff resentment against the executive director, an unusual grant opportunity or a possible joint project with another organization. Setting up a Special Issue Committee to research the situation and report back to the board ensures that decisions are based on adequate information.
Sample Job Descriptions for Board Officers
Executive Director / Chair / Chief Voluntary Officer (CVO)
General: Ensures the effective action of the board in governing and supporting the organization and oversees board affairs; acts as the representative of the board as a whole, rather than as an individual supervisor to staff.
Community: Speaks to the media and the community on behalf of the organization (as does the executive director); represents the agency in the community.
Meetings: Develops agendas for meetings in concert with the executive director; presides at board meetings.
Committees: Recommends to the board which committees should be established; seeks volunteers for committees and coordinates individual board member assignments; makes sure each committee has a chairperson and stays in touch with chairpersons to be sure that their work is carried out; identifies committee recommendations that should be presented to the full board; determines whether executive committee meetings are necessary and convenes the committee accordingly.
Executive Director: Establishes search and selection committee (usually acts as chair) for hiring an executive director; convenes board discussions on evaluating the executive director and negotiating compensation and benefits package; conveys information to the executive director.
Board Affairs: Ensures that board matters are handled properly, including preparation of pre-meeting materials; ensures committee function and the recruitment and orientation of new board members.
Vice President / Vice Chair
General: Acts as the president/chair in his or her absence; assists the president/chair on the above or other specified duties. Some organizations choose to make the vice president, explicitly or implicitly, the president-elect.
Special Responsibilities: Frequently assigned to a special area of responsibility – such as membership, media, annual dinner, facility, or personnel.
Treasurer
General: Manages the board's review of, and action related to, the board's financial responsibilities; may work directly with the bookkeeper or other staff in developing and implementing financial procedures and systems.
Reports: Ensures that appropriate financial reports are made available to the board; regularly reports to board on key financial events, trends, concerns, and assessment of fiscal health.
Finance Committee: Chairs the Finance Committee and prepares agendas for meetings, including a year-long calendar of issues. In larger organizations, a separate Audit Committee may be chaired by a different person.
Auditor: Recommends to the board whether the organization should have an audit and, if so, selects and meets annually with the auditor in conjunction with the Finance and/or Audit Committees.
Cash Management and Investments: Ensures, through the Finance Committee, sound management, and maximization of cash and investments.
Board Attendance Policy
This policy is intended to support the full contribution of all board members. All board members must receive a copy of this official policy, and the policy must be reviewed and authorized by the board.
A board-attendance problem occurs if any of the following conditions exist regarding a board member's attendance to board meetings:
The member has two un-notified absences in a row – “un-notified” meaning that the member did not call ahead to a reasonable contact in the organization before the upcoming meeting to indicate they would be not be attending the upcoming meeting
The member has three notified absences in a row
The member misses one-third of the total number of board meetings in a twelve-month period
If a board-attendance problem exists regarding a member, the chair of the board will promptly contact the member to discuss the problem. The member’s response will promptly be shared by the chair of the board with the entire board at the next board meeting. In that meeting, the board will decide what actions to take regarding the board member’s future membership on the board.
If the board decides to terminate the board member’s membership, termination will be conducted per this policy (or as the process may be specified in the organization’s bylaws). The board will promptly initiate a process to begin recruiting a new board member.
Public Policy Positions
Taking positions on appropriate policy matters and promoting those positions are important ways in which a board serves its constituents and our cause. This organization must not only serve the surrounding communities; it must advocate for their well-being.
HEPTO will use its voice strategically and thoughtfully. The following statements outline the principles by which policy positions will be taken, and a process by which the board will make such a decision:
Only the board of directors, by a majority vote, can decide on an official policy stand by HEPTO.
Suggestions for taking a policy stand can come from anyone, and these suggestions are to be sent, in writing, to the Chair of the Board of Directors and the Executive Director.
The Chair and the Executive Director can bring the suggestion to the board meeting for discussion or can refer the issue to a Public Policy committee or task force.
Letters to officials, letters to editors, and open letters to the public on official policy stands will be signed by the Chair of the Board of Directors and the Executive Director.
Public policy stands expire after one year from adoption unless the board acts to extend the period.
The decision-making criteria employed by the board and committee/task force will be based on the following statements:
HEPTO will consider taking an organizational stand if –
The issue directly or indirectly affects constituents and the organization.
The issue draws on our expertise and knowledge as an organization.
General: Ensures the effective action of the board in governing and supporting the organization and oversees board affairs; acts as the representative of the board as a whole, rather than as an individual supervisor to staff.
Community: Speaks to the media and the community on behalf of the organization (as does the executive director); represents the agency in the community.
Meetings: Develops agendas for meetings in concert with the executive director; presides at board meetings.
Committees: Recommends to the board which committees should be established; seeks volunteers for committees and coordinates individual board member assignments; makes sure each committee has a chairperson and stays in touch with chairpersons to be sure that their work is carried out; identifies committee recommendations that should be presented to the full board; determines whether executive committee meetings are necessary and convenes the committee accordingly.
Executive Director: Establishes search and selection committee (usually acts as chair) for hiring an executive director; convenes board discussions on evaluating the executive director and negotiating compensation and benefits package; conveys information to the executive director.
Board Affairs: Ensures that board matters are handled properly, including preparation of pre-meeting materials; ensures committee function and the recruitment and orientation of new board members.
Vice President / Vice Chair
General: Acts as the president/chair in his or her absence; assists the president/chair on the above or other specified duties. Some organizations choose to make the vice president, explicitly or implicitly, the president-elect.
Special Responsibilities: Frequently assigned to a special area of responsibility – such as membership, media, annual dinner, facility, or personnel.
Treasurer
General: Manages the board's review of, and action related to, the board's financial responsibilities; may work directly with the bookkeeper or other staff in developing and implementing financial procedures and systems.
Reports: Ensures that appropriate financial reports are made available to the board; regularly reports to board on key financial events, trends, concerns, and assessment of fiscal health.
Finance Committee: Chairs the Finance Committee and prepares agendas for meetings, including a year-long calendar of issues. In larger organizations, a separate Audit Committee may be chaired by a different person.
Auditor: Recommends to the board whether the organization should have an audit and, if so, selects and meets annually with the auditor in conjunction with the Finance and/or Audit Committees.
Cash Management and Investments: Ensures, through the Finance Committee, sound management, and maximization of cash and investments.
Board Attendance Policy
This policy is intended to support the full contribution of all board members. All board members must receive a copy of this official policy, and the policy must be reviewed and authorized by the board.
A board-attendance problem occurs if any of the following conditions exist regarding a board member's attendance to board meetings:
The member has two un-notified absences in a row – “un-notified” meaning that the member did not call ahead to a reasonable contact in the organization before the upcoming meeting to indicate they would be not be attending the upcoming meeting
The member has three notified absences in a row
The member misses one-third of the total number of board meetings in a twelve-month period
If a board-attendance problem exists regarding a member, the chair of the board will promptly contact the member to discuss the problem. The member’s response will promptly be shared by the chair of the board with the entire board at the next board meeting. In that meeting, the board will decide what actions to take regarding the board member’s future membership on the board.
If the board decides to terminate the board member’s membership, termination will be conducted per this policy (or as the process may be specified in the organization’s bylaws). The board will promptly initiate a process to begin recruiting a new board member.
Public Policy Positions
Taking positions on appropriate policy matters and promoting those positions are important ways in which a board serves its constituents and our cause. This organization must not only serve the surrounding communities; it must advocate for their well-being.
HEPTO will use its voice strategically and thoughtfully. The following statements outline the principles by which policy positions will be taken, and a process by which the board will make such a decision:
Only the board of directors, by a majority vote, can decide on an official policy stand by HEPTO.
Suggestions for taking a policy stand can come from anyone, and these suggestions are to be sent, in writing, to the Chair of the Board of Directors and the Executive Director.
The Chair and the Executive Director can bring the suggestion to the board meeting for discussion or can refer the issue to a Public Policy committee or task force.
Letters to officials, letters to editors, and open letters to the public on official policy stands will be signed by the Chair of the Board of Directors and the Executive Director.
Public policy stands expire after one year from adoption unless the board acts to extend the period.
The decision-making criteria employed by the board and committee/task force will be based on the following statements:
HEPTO will consider taking an organizational stand if –
The issue directly or indirectly affects constituents and the organization.
The issue draws on our expertise and knowledge as an organization.
