How the Board Operates

Table of Contents

Scope

The following information about Verbree International (VI) and its Board of Directors is for the benefit of those interested in becoming board members.

Eligibility for Board Members

To serve on any non-profit board, a person must be at least 18 years old and a legal citizen of the United States.

Prerequisites

There is no specific expertise required to become a board member. VI does not require previous experience in non-profit organizations. VI will provide orientation and training for new board members.

VI conducts most organizational correspondence through email. In addition, most document reviews and discussions take place on VI's groupware website. VI requires board members to have an email account and website access. Board members should have general skills in using email and the internet. VI will provide any additional computer training specific to the programs that it uses.

VI allows board members to be in remote locations and still serve on the Board. This is accomplished through teleconference or the internet. It is not a requirement to live in the same vicinity as VI regional offices.

Before becoming a board member, one must be willing to sign the VI Conflict of Interest Policy. This policy states that board members will disclose any conflict of interests that arise from transactions or arrangements that might benefit themselves in any way.

Operation

VI operates under a set of Bylaws or rules. According to these Bylaws, board member terms are limited to a maximum of two consecutive terms of three years each. Board members receive no compensation. A board member may resign at any time with a written notice to the Board Secretary. Board members nominate each other and approve by two-thirds vote the positions of the Board including President, Vice-President, Treasurer, Secretary, and Director of Public Relations. Board members may also be asked to serve on any pro tem or standing committees that are formed.

In general, Board meetings are held once every three months. Board members are given at least a 14 day written advance notice of scheduled board meetings. The Board Secretary records the minutes of the meeting, which all board members present sign. The minutes serve as an official record of voting. Any dissenting votes can be recorded in the minutes.

Expectations

It is VI's expectation that board members believe in the VI mission and agree with its values and goals. This is an essential aspect of a person's motivation in accepting Board responsibilities and accomplishing VI's purpose. It is also expected that board members become familiar with all VI projects and publications and periodically review field updates. Board members should be able to answer all general questions about VI's organization and activities.

Recognizing that board members are volunteering their time to the organization, it is reasonable to estimate the amount of time required for board members to spend on the organization. This required time amounts to on average 1 hr/week for Board correspondence and document review and 2 hr/month for Board meetings.

Legal Responsibilities

The National Center for Non-Profit Boards outlines three duties that are considered legal responsibilities for non-profit board members. These are the duties of care, loyalty, and obedience.

More specifically, the duty of care entails that a board member must be prudent, pay attention to what is going on, and make decisions based on good information. Board members are responsible for attending all board meetings, preparing adequately for all organizational business, and keeping up with correspondence (VI typically expects replies to correspondence within a two week time frame).

The duty of loyalty means that a board member must act in the interest of the organization, putting it above themselves or others when making decisions. Board members cannot pocket money from non-profit funds unless for compensation for services provided or reimbursement of expenses. It is the responsibility of board members to disclose any potential conflict of interest that they may have.

The duty of obedience requires that board members ensure that the organization adheres to all applicable laws and its stated purpose. This involves enforcing all organizational policies and procedures and maintaining the organizational mission, values, and goals. It also involves ensuring that funds are properly spent for accomplishing the organization's exempt purpose.

Practical Responsibilities

On a practical level, board members have specific responsibilities that follow from their legal responsibilities. These include:

• Maintain organizational plan and bylaws
• Review policies, procedures, proposals, budgets
• Approve policies, procedures, projects, expenditures, contracts
• Authorize staff hiring and firing
• Appoint other board members
• Monitor and evaluate projects
• Engage auditors or conduct audits
• Assess risks to the organization
• Be a liaison between donors and potential donors
• Create and approve fund raising plans
• Oversee fund raising

Board members will most likely work together in accomplishing these tasks and no one person will be responsible for them all. VI recognizes that people have different strengths and abilities and will accordingly rely on cooperation of the entire Board in sharing the work load and responsibilities.

Board members are not expected to be in the forefront of fund raising activities. It is not a requirement to be a public speaker. However, board members are responsible for planning and overseeing fund raising activities and for engaging in informal conversations with people and donors.

Termination Policy

Board members can be removed from their position of responsibility for reasons of gross misconduct or failure to perform their legal responsibilities. Some of the reasons may include, but are not limited to, missing three consecutive meetings, failing to exercise the duties of their board position, conducting a breach of confidentiality, or failing to disclose a conflict of interest. Board members are removed by a two-thirds vote of all other board members.

Limit of Liability

As stated earlier, board members are legally and fiducially responsible for the governance of the organization. To protect board members and other officers of the organization, VI purchases Directors and Officers Liability Insurance and Fiduciary Insurance to cover board members in the event of litigation over their decisions.

Board members are responsible as a corporate entity. They will not be individually responsible for debts incurred, for example, through employee negligence.

Privacy

The names and addresses of board members must be reported to the Attorney General of states where VI is registered. So far, VI is registered in the states of Michigan and New York.

VI will make every effort to protect email addresses and other personal information of board members. VI does not compensate board members for their work, however, if they did, this information would have to be made public on the IRS 990 form.

Additional Information

• VI Articles, Bylaws, Org. Plan, financial reports and other material (located in VerbreeInternational under OurMission)
• Right From the Start: Responsibilities of Directors and Officers of Not-for-Profit Corporations
• Internal Controls and Financial Accountability for Not-for-Profit Boards
• Previous Board minutes may be obtained by emailing info@verbree.org