Description of the Board of Directors positions

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The following are the general duties and responsibilities of nonprofit directors in California:

The Board of Directors, as a group, is ultimately responsible for overseeing the corporation's affairs. Individual directors as such have no authority over the corporation or its staff.

 

The Board may delegate its responsibilities to others (staff, professional advisors, officers), but it retains the obligation to supervise those persons. Directors may rely on reports from officers and employees, reliable outside experts, or Board committees, so long as the director has no reason to believe that reliance is unwarranted.

 

Directors must act in good faith, in what they believe to be in the corporation's best interests (the duty of loyalty), with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under the circumstances (the duty of care).

 

Board functions generally include strategic planning; hiring, firing, reviewing and compensating (if applicable) the Executive Director; approving the annual budget and annual financial statements; overseeing investments; fundraising (if necessary); ensuring legal compliance (including tax-exempt status) in administration and program operations. Boards should avoid micromanagement.

 

Both California corporate law and Federal tax law permit transactions with insiders, but impose additional procedural protections to ensure the transaction is beneficial to the corporation. Those protective procedures include advance full disclosure of conflicts, reasonable investigation, findings of fairness, approval by disinterested directors, and proper documentation.

 

Boards are required to ensure that assets are spent for the charitable purposes for which they were received by the corporation (the charitable trust doctrine), in accordance with the Articles of Incorporation, the Bylaws, and the donor's intent. Deviation from these purposes may require court approval.

 

The Board must ensure that assets held for investment are invested prudently.

 

A director's breach of fiduciary duty that causes harm to the corporation will make the director personally liable to make the corporation whole. The Attorney General is responsible for enforcement.

Position Title : Chair of the Board

 

Function :

As Chair of the Board, assure that the Board of Trustees fulfills its responsibilities for the governance of the EOHF.

 

Be a partner to the CEO, helping him/her to achieve the mission of the EOHF.

 

Optimize the relationship between the board and management.

Responsibilities:

 

Chair meetings of the Board. See that it functions effectively, interacts with management optimally, and fulfills all of its duties.

With the CEO develop agendas.

 

With the CEO recommend composition of the Board Committees.

 

Recommend committee chairs with an eye to future succession.

Assist the CEO in recruiting Board and other talent for whatever volunteer assignments are needed.

 

Reflect any concerns management has in regard to the role of the Board of Trustees or individual trustees. Reflect to the CEO the concerns of the Board of Trustees and other constituencies.

 

Present to the Board an evaluation of the pace, direction, and organizational strength of the EOHF.

Prepare a review of the CEO and recommend salary for consideration by the appropriate committee.

Annually focus the Board's attention on matters of EOHF's governance that relate to its own structure, role, and relationship to management. Be assured that the Board is satisfied it has fulfilled all of its responsibilities.

Act as an additional set of eyes and ears.

Serve as an alternate spokesperson.

Fulfill such other assignments as the Chair and CEO agree are appropriate and desirable for the Chair to perform.

Position Title : Member, Board of Trustees

 

Function :

Provide governance to the organization, represent it to the community, and accept the ultimate legal authority for it.

Duties :

Planning

• Approve EOHF's philosophy and review management's performance in achieving it.

• Annually assess the environment and approve the EOHF's strategy in relation to it.

• Annually review and approve the EOHF's plans for funding its strategy.

• Review and approve the EOHF's five year financial goals.

• Annually review and approve the EOHF's budget.

• Approve major policies.

Organization

• Elect, monitor, appraise, advise, support, reward, and, when necessary, change top management.

• Be assured that management succession is properly being provided.

• Be assured that the status of organizational strength and manpower planning is equal to the requirements of the long range goals.

• Approve appropriate compensation and benefit policies and practices.

• Propose a slate of directors to members and fill vacancies as needed.

• Annually approve the Performance Review of the CEO and establish his/her compensation based on recommendations of the Personnel Committee and Chair of the Board.

• Determine eligibility for and appoint Board Committees in response to recommendations of the Nominating Committee.

• Annually review the performance of the Board and take steps to improve its performance.

Operations

• Review the results achieved by management as compared with the EOHF's philosophy, annual and long range goals, and the performance of similar EOHFs.

• Be certain that the financial structure of the EOHF is adequate for its current needs and its long-range strategy.

• Provide candid and constructive criticism, advice, and comments.

• Approve major actions of the EOHF, such as capital expenditures and major program and service changes.

Audit

• Be assured that the Board and its committees are adequately and currently informed - through reports and other methods - of the condition of the EOHF and its operations.

• Be assured that published reports properly reflect the operating results and financial condition of the EOHF.

• Ascertain that management has established appropriate policies to define and identify conflicts of interest throughout the EOHF, and is diligently administering and enforcing those policies.

• Appoint independent auditors subject to approval by members.

• Review compliance with relevant material laws affecting the EOHF.
  
  The president shall:

1. have general active management of the business of the corporation;

2. when present, preside at meetings of the board and of the members;

3. see that orders and resolutions of the board are carried into effect;

4. sign and deliver in the name of the corporation deeds, mortgages, bonds, contracts or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the articles or bylaws or by the board to another officer or agent of the corporation;

5. maintain records of and, when necessary, certify proceedings of the board and the members; and,

6. perform other duties prescribed by the board.

The treasurer shall:

1. keep accurate financial records for the corporation;

2. deposit money, drafts, and checks in the name of and to the credit of the corporation in the banks and depositories designated by the board;

3. endorse for deposit notes, checks, and drafts received by the corporation as ordered by the board, making proper vouchers for the deposit;

4. disburse corporate funds and issue checks and drafts in the name of the corporation as ordered by the board;

5. upon request, provide the president and the board an account of transactions by the treasurer and of the financial condition of the corporation; and,

6. perform other duties prescribed by the board of by the president.