South Umpqua Rural Community Partnership

SURCP

BOARD OF DIRECTORS

POLICY MANUAL

January 2018

BOARD OF DIRECTORS

JOB DESCRIPTION AND CODE OF CONDUCT

Thank you for your interest in serving on South Umpqua Rural Community Partnership’s Board of Directors. Being elected to serve on the Board is a privilege but one that involves a serious responsibility to serve the interest of SURCP. It also requires a willingness to attend Board meetings, stay informed about the affairs of the organization, and make decisions that you believe are in the best interest of the organization. It is a serious matter, and at the same time, it is a part-time volunteer commitment.
Board members have three legal duties: 1) the duty of Diligence or Due Care, 2) the duty of Loyalty to the organization, and 3) the duty of Obedience to the Law, to make sure that the organization is always operating in compliance with the law.

As fiduciaries of SURCP resources and guardians of its mission, each Board member has basic responsibilities that derive from these legal duties:

To support the mission and purpose of SURCP, as reflected in its Articles of Incorporation, and to abide by its Bylaws and policies;

To be diligent in preparation for, attendance at, and participation in Board meetings and related activities on behalf of SURCP;

To ensure that the financial and business affairs of SURCP are, to the best of the Board member’s awareness, managed in a responsible manner;

To act always in good faith and in the best interests of SURCP, above any personal interest; and

To maintain the confidentiality of sensitive or proprietary information obtained as a result of Board service.

Board members must also recognize that the Board acts only as a collective entity. Success depends on the contributions of all Board members and their ability to work well together. With the goal of embedding these core principles into the culture of the Board, this Policy lays out the job description for Board members and establishes standards of conduct expected of each Board member.

JOB DESCRIPTION:

Below, a number of specific responsibilities are listed. No Board member is responsible for individually fulfilling all of the following responsibilities; it is the job of the Board as a whole, working in collaboration with SURCP’s volunteers, contractors, and paid employees.

Further, in performing their duties, Board members have the right to rely on the advice, information, and assurances of the organization’s officers, staff, advisers, bookkeepers, accountants, attorneys, and other advisers.

1. Determine the organization’s mission and objectives and see that the organization’s programs accomplish its mission.

2. Select and hire the Executive Director (“ED”) and Chief Financial Officer (“CFO”), set their compensation and benefits, support and supervise the work of the ED and CFO, and conduct regular performance evaluations, as required by the Annual Evaluation Policy, contained in this Binder. In doing so, be aware of SURCP’s Personnel Policies and Procedures and follow those policies, particularly those that have been included in this Binder, which relate directly to supervising and evaluating the ED and CFO.

3. Determine, monitor, evaluate, and refine the organization’s programs.

4. Ensure effective strategic planning for the future.

5. Approve the organization’s budget and expenditures.

6. Exercise financial oversight and see that proper financial controls are used, proper records are kept, and necessary reports are filed to minimize the risk of theft or embezzlement of the organization’s funds and assets.

7. Ensure that adequate funds and resources are available for the organization to accomplish its mission and objectives.

8. See that financial assets and non-financial resources are managed effectively.

10. Establish the organization’s formal policies, review them regularly, and improve them as needed.

12. Assist with Board development, including identification and recruitment of potential new Board members, orientation, ongoing training of Board members, and assessment of Board performance.

13. Enhance the organization’s public image and connection with its community, donors, members, and volunteers.

14. Make a commitment and have the intention to serve on the Board for at least one year.

15. Attend at least four Board meetings per year, which should include at least one meeting per quarter, that will last at least one and one-half to two hours.

16. Participate and show commitment to Board activities.

17. Make a personal donation of an amount that is significant to the individual Board member.

CODE OF CONDUCT:

Each individual director is required to abide by the following Code of Conduct in implementing the Job Description laid out above.

1. Individual Conduct: To properly serve SURCP and its members, each Board member must at all times act with dignity and integrity, both inside and outside of Board meetings, reflecting SURCP’s high standards for ethical behavior and professionalism.

Each Board member sets the tone for SURCP employees, volunteers, and other involved parties by acting as a leader and serving as an example of dedication, integrity, and professional conduct.

A Board member should take no action that could discredit the reputation or credibility of SURCP.

2. Financial Responsibility: Each Board member serves as a fiduciary of SURCP’s

resources and is accountable for prudent management of SURCP’s financial and business affairs.

A Board member should read and understand SURCP’s financial reports, committee reports, Financial Policies, and other documents pertaining to the operations of SURCP.

A Board member should actively engage in decisions relating to the allocation of resources and monitoring of financial performance.

3. Conflict of Interest: Each Board member must act in good faith and in the best interests of SURCP, above any personal interest or the interests of any particular constituency. Each Board member is subject to, must be familiar with, and must follow SURCP’s Conflict of Interest Policy, contained in this Binder. Board members should act and vote based on the overall good of SURCP and its mission without partisanship and without considering their own personal interest.

4. Board Commitments: Each Board member must devote the time and resources

reasonably necessary to fulfilling his/her commitments to Board activities.

A Board member should demonstrate due diligence in preparation for and attendance at Board meetings and other activities on behalf of SURCP.

A Board member should, to the best of his/her ability, be informed about the needs and opinions of all involved parties, and should ask any questions necessary to be fully informed about the issues being addressed by the Board, before making decisions.

A Board member should give open and fair consideration to diverse and opposing viewpoints.

A Board member should exercise independent judgment, and should not hesitate to express dissenting opinions in an appropriate manner during Board deliberations.

5. Relations Among Board Members: Each Board member must foster an environment

of respect, cooperation, and collegiality. A Board member must not unduly disrupt the Board from operating in an efficient and effective manner.

A Board member should treat other Board members with courtesy and allow other members of the Board to express their views.

A Board member should respect the differing opinions of others. Board members may disagree on issues, but disagreements should be directed at the issue; personal attacks are not acceptable.

A Board member should never undermine, sabotage, or falsely impugn another Board member. This is not intended to preclude a Board member, acting in good faith, from reporting a suspected violation of this Policy or other misbehavior.

6. Confidentiality: Transparency in governance and having input from interested parties are both important considerations for the Board. Board members must, however, balance those considerations against their legal and fiduciary obligations to maintain the confidentiality of sensitive or proprietary information obtained as a result of Board service. In addition, maintaining the confidentiality of the Board’s deliberations (especially those held in executive session) is essential to having full and frank discussions necessary for effective decision-making. Therefore, all Directors must read, sign, and follow SURCP’s Board of Directors Confidentiality Agreement, a copy of which is contained in this Binder.

7. Public Statements: A Board member may not act in an official capacity or speak publicly on behalf of SURCP unless specifically empowered by the Board.

A Board member who, by virtue of Board assignments or duties, is asked to or is expected to communicate about Board matters through an official SURCP communication channel or forum is authorized to speak for the Board in that capacity and for that purpose.

Except where so empowered or authorized, a Board member speaking publicly in any public forum must ensure that his or her statements are clearly identified as personal opinions and that he or she is not speaking on behalf of SURCP in any official capacity or expressing the views or positions of SURCP.

8. Support of Board Decisions: A Board member must accept and publicly support Board decisions.

Board members should be ambassadors of SURCP and, subject to the provisions of the Confidentiality Agreement, to promote the activities and actions of the Board publicly. In doing so, a Board member must stay faithful to the intent of the Board as expressed in its official statements, and should not reinterpret or re-characterize the Board’s actions to reflect his or her own view.

While having the right and responsibility to exercise independent judgment and to express dissenting opinions during Board deliberations, a Board member also has the

obligation outside the Boardroom to respect and support decisions of the majority, even when the Board member dissented from the majority view.

A Board member who does not support a Board decision may express his or her opposition within the Board in an appropriate manner.

A Board member must not take actions publicly that have the purpose of undermining the decisions or actions of the Board.

A Board member who intends to publicly oppose a Board action should resign his or her position on the Board before doing so.

9. Relations with Staff: A Board member must appreciate the strategic role of the Board and respect the responsibility of the Executive Director (“ED”), the Chief Financial Officer (“CFO”), and other SURCP staff to manage SURCP’s day-to-day activities. Board members must read and follow the Board-Staff Relations Policy, included in this Binder.

It is the responsibility of the Board as a whole to hire, supervise, evaluate, and discipline the ED and the CFO. In doing so, it is the responsibility of each Board member to be aware of and follow the Personnel Policies and Procedures Handbook, and in particular, the policies included in this Binder, which relate directly to supervising, evaluating, and disciplining the ED and CFO. It is also the responsibility of each Board member to foster a positive working relationship with the ED and CFO and support them in their roles.

A Board Member should refrain from intruding on administrative issues that are the

responsibility of management, except to monitor results and prohibit actions that conflict with Board policy.

A Board member should treat all employees of the organization courteously and professionally, recognizing that SURCP has an obligation to provide its employees a workplace free from discrimination and harassment.

Board members should read and be familiar with SURCP’s Personnel Policies and Procedures Handbook.

COMPLIANCE:

Directors may be removed following the procedures in the Bylaws, Art. III(7). No cause is needed to remove a Director; however, if a Director violates this Code of Conduct, he or she should be considered for removal from his or her position as a Director.

Suspected or known violations of this Code of Conduct shall be reported to the President of the Board or, if the President is the accused Director, to any other member of the Board. Any Director who receives a complaint regarding a violation of this Code of Conduct must raise that complaint at the following Board of Directors meeting. If the Board deems it necessary, it should discuss the complaint in Executive Session, without the presence of the accused Director, although the accused Director must be allowed to present his or her response to the allegation. The Board shall then decide on appropriate action, up to and including removal of the Director from the Board.

BOARD OF DIRECTORS

STATEMENT OF AGREEMENT

As a Board member, I understand and agree that my duties and responsibilities include the following, and I also understand that I am legally allowed to rely on the advice, information and assurances of the organization’s officers, staff, advisers, bookkeepers, accountants, attorneys, and other advisors, in performing these duties.

1. I am responsible for helping oversee the finances of this organization, along with the other Board members. It is my duty to know what our budget is, to review periodic financial reports prepared for the Board and to the best of my ability and with the help of the organization’s Officers, staff, and advisers, to ensure that adequate and accurate financial records are kept and that the organization’s financial policies and financial controls are being followed.

2. I am responsible for doing my reasonable best to accomplish compliance with federal and state laws and Internal Revenue Service regulations applicable to this organization, along with the other Board members, to the best of my ability and with the help of the organization’s Officers, staff, and advisers.

3. I will participate in setting Board policy to provide guidance for the organization, and overseeing and evaluating the work of the Executive Director and Chief Financial Officer, along with the other Board members. It is my responsibility to know and approve policies, and to oversee the implementation of those policies and programs.

4. I am accountable for overseeing the health and well-being and the ethical conduct of this organization, along with the other members of the Board of Directors, to the best of my ability and with the help of the organization’s Officers, staff, and advisers. As a member of the Board, I have committed myself to facilitate the accomplishment of the organization’s mission.

5. I will regularly attend Board meetings, be available for phone consultation, and provide other assistance as needed.

6. I will be respectful of the other Board members, officers, volunteers, and staff of this organization and will be constructive, supportive, and honest in my communications and dealings with them.

7. I will give, as this applies to me, a significant donation of time or money to this organization.

8. I will act in good faith and perform with due diligence my duties as a Director for this organization.

9. I will abide by the Confidentiality Agreement I have already reviewed and signed.

10. I have read and agree to the attached Board Member Job Description and Code of Conduct.

SIGNED: DATE: ­

NAME: ___________________________________________­

BOARD OF DIRECTORS

CONFIDENTIALITY AGREEMENT

PURPOSE:

Among the fiduciary obligations of an officer, director, or committee member of a nonprofit corporation is a duty of loyalty to the organization. This includes a duty to maintain the confidentiality of sensitive information you gain access to because of your service on SURCP’s Board of Directors or a Board Committee, both during the term of your service and for as long as the information remains confidential following the end of your service.

There are many reasons our organization wishes to emphasize confidentiality:

Respecting the privacy of our partners, grantees, grantors, donors, staff, volunteers, and other parties involved in our work;

Assuring that none of the organization’s information shall be used to advance any personal interest (financial or otherwise);

Limiting the liability of the organization; and

Encouraging and fostering open and candid discussion at meetings.

POLICY:

It is the policy of South Umpqua Rural Community Partnership that members of the SURCP Board of Directors or of Board Committees will not disclose confidential information belonging to, or obtained through, their affiliation with the organization to any person outside the organization, and only to those who need and are authorized to know within the organization, including their relatives, friends, and business and professional associates.

COMPONENTS:

Board and Committee members are encouraged to demonstrate professionalism, good judgment and care to avoid unauthorized or inadvertent disclosures of confidential information.

Board and Committee members may not make any statement to the media or the public on behalf of South Umpqua Rural Community Partnership unless authorized to do so by the Board.

No confidential and proprietary information may be disclosed or disseminated to or for the benefit of anyone outside of the Board without advance written consent, and this obligation continues during the entire period of participation on the Board. At the end of their service, individuals shall maintain indefinitely the confidentiality of all confidential information encountered in relation to or because of their service with the organization for as long as that information remains confidential.

Board members are free to discuss the result of Board and committee action items when authorized to do so by the Board and within the scope authorized to do so. However, disclosing any information concerning the discussion of such items outside of Board or committee meetings is prohibited.

At a minimum, the following is to be considered confidential information to our organization.

SURCP’s Forest Management Plans, templates, technical information, and all technical documents;

All Indigenous Intellectual Property Rights and Proprietary Knowledge (including but not limited to information regarding sacred site locations, Traditional Ecological Knowledge pertaining to indigenous land care methods, subsistence food cultivation techniques, material culture gathering locations, and sensitive cultural information pertaining to ancestral lands and people) gathered from work done on SURCP Projects;

Information about SURCP’s donors and prospects or other individuals involved in the organization, including but not limited to addresses, emails, financial contributions, participant or client lists, and participant or client information;

Information concerning SURCP’s financials, including but not limited to cost information, profits, and accounting;

Information concerning SURCP’s staff, volunteers, interns, and any other workers, including but not limited to salaries, strengths, weaknesses, and skills;

Information about transactions in which SURCP is engaged or in which it is considering engaging, including grants, subgrants, contracts, and subcontracts, and all associated paperwork; and

Any other information not generally known to the public which, if misused or disclosed, could reasonably be expected to adversely affect SURCP.

At the end of your service on SURCP’s Board or a Board Committee, you are also required to return any property of SURCP you have in your possession in whatever form, including but not limited to electronic information and documents, passwords to any accounts, keys, credit or debit cards, and any other information or property in your possession.

Failure to adhere to this policy may result in termination as a Board member. In some cases, it may also result in legal action, if the Board member has breached his or her duty to the organization and this results in harm to SURCP. It may also result in SURCP being unable or unwilling to indemnify the Director if legal action related to the disclosure is brought against the Director by an outside party.

Execution.

I have read and agree to this Confidentiality Agreement.

SIGNED: DATE: ­

NAME: ___________________________________________

BOARD OF DIRECTORS

ANNUAL EVALUATION POLICY

INTRODUCTION:

South Umpqua Rural Community Partnership is committed to fostering and maintaining an active, highly functional Board of Directors that contributes significantly to its mission and provides oversight for the organization. SURCP recognizes that a strong and vibrant Board is vital to achieving its mission and creating a healthy organizational environment. As part of that effort, Board members are responsible to complete the following evaluations each year:

An evaluation of each Board member currently serving on the Board of Directors, including a self evaluation of him or herself.

An evaluation of the Board as a whole.

An evaluation of the Chief Financial Officer.

An evaluation of the Executive Director.

For peer evaluations of other Board members, each Board member should evaluate every other Board member. Each Board member should also evaluate him or herself and the Board as a whole. The process for evaluating the CFO and ED is outlined in the Evaluation Forms for each position, included in this Board Binder. Essentially, however, a committee evaluates the CFO and ED and the Board reviews the evaluation.

In addition, the CFO and ED will each complete an evaluation of each current Board of Directors member each year as well as an evaluation of the Board as a whole. They should use the same evaluation forms that the Directors use to evaluate each other and to evaluate the Board as a whole.

PURPOSE:

Evaluations of Board members help increase accountability and provide helpful feedback. This is meant to be a constructive process that will enable each person being evaluated to review his or her performance, reflect on his or her strengths or weaknesses, and take steps to improve. This is not meant to be vindictive in any way and employees and Directors should maintain a professional and helpful tone and attitude while completing these evaluations, remembering that the purpose is to increase organizational functionality, strengthen interpersonal relationships, and ultimately ensure that SURCP can fulfill its mission and meet its goals.

Evaluations of staff (CFO and ED) have similar purposes as those of Board members. In addition, it is the duty of the Board of Directors to hire, evaluate, and supervise the CFO and ED to ensure that the organization has effective, paid leadership. These evaluations help the Board make, and provide rationale for, decisions regarding raises and benefits as well as potential discipline. If Board members have questions or are confused about the relationship between the Board and organizational staff, they should review the Board-Staff Relations Policy in this Board Binder. In making decisions relating to the ED and CFO’s positions as a result of evaluations, the Board must comply with the policies contained in the Personnel Policies and Procedures Handbook, and in particular, the policies included in this Binder, which relate directly to supervising, evaluating, and disciplining the ED and CFO.

PROCESS:

Each of the required evaluations has a corresponding form. These are found in this Board Binder, directly following this policy. Each form explains the process for that evaluation. However, generally speaking, evaluations should be completed during November of each year and submitted to the Board President by the end of November. The Board President should keep each evaluation and give a copy to the subject of each evaluation. Evaluations may be discussed as needed and as is helpful by the Board as a whole, or as directed by the applicable Evaluation Form.

During its December Board meeting each year, the Board of Directors should collectively review the evaluation of the Board as a whole filled out by each Board member, the CFO, and the ED, and have a meaningful discussion about strengths and areas for needed improvement. Meaningful, measurable, achievable goals for how to address areas of weakness in the coming year should be set at that meeting.