Board of Directors Policy Manual

Transcription

1 Board of Directors Policy Manual COLORADO COALITION FOR THE MEDICALLY UNDERSERVED PO BOX DENVER, CO PHONE:

2 Contents Expectations of Board Members... 3 General Description of the Board... 4 Conflict of Interest Policy... 5 Anti-Discrimination Policy... 6 Accounting Policy... 7 Expense Reimbursement Policy... 7 Investment Policy... 8 Gift Acceptance... 8 In Kind Donation Policy... 9 Media Policy Reference Materials The following materials are included as electronic attachments: 1. Bylaws 2. Board Roster 3. Strategic Plan 4. Description of Key Areas of Work and Programs APPROVAL/ADOPTION DATE: February 2, 2012 REVISION DATE: August 7,

3 Expectations of Board Members of Colorado Coalition for the Medically Underserved Purpose of the Board of Directors: To advise, govern, oversee policy and direction, and assist with the leadership and general promotion of Colorado Coalition for the Medically Underserved to support the organization s mission and needs. Major responsibilities Organizational leadership and advisement Organization of the Board of Directors, officers, and committees Executive Director evaluation and employment Formulation and oversight of policies and procedures Financial management, including adoption and oversight of the annual budget Oversight of program planning and evaluation Promotion of the organization Fundraising and outreach Members of the board share these responsibilities while acting in the interest of CCMU. Each member is expected to make recommendations based on his or her experience and vantage point in the community. Meetings and time commitment The board of directors meets on the first Thursday of every other month for a total of six meetings per year. Meetings typically last 90 minutes. In addition to the Board meetings, Board members are expected to participate in the Annual Meeting and Annual ConferenceLuncheon. Committees of the board meet on an as needed basis, pending their respective work agenda. Expectations of board members Attend and participate in meetings on a regular basis, and special events as able. Participate on a standing committee of the board, and serve on ad-hoc committees as necessary. Be alert to community concerns that can be addressed by the CCMU mission, objectives, and programs. Help communicate and promote the CCMU mission and programs to the community. Become familiar with the CCMU finances, budget, and financial/resource needs. Understand the policies and procedures of CCMU. Financially support CCMU in a manner commensurate with one s ability. 3

4 General Description of the Board Additional Board detail can be found in the Colorado Coalition for the Medically Underserved Bylaws attached as a reference document. Number The number of Directors of the corporation shall be no less than one or more than fifteen. The number of Directors may be increased or decreased by the affirmative vote of a majority of the Directors then in office, but no decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Election Officers of the corporation may be elected and removed by the Board at any meeting of the Board. Each officer shall hold office until his or her successor is elected and qualified, or such officer s earlier death, resignation, or removal. Terms Directors shall be elected at each annual meeting of the Members entitled to vote. Each Director shall hold office until his or her successor is elected and qualified. Meetings The annual meeting of the Board of Directors for the purpose of electing directors and transacting such other business as may properly come before the meeting shall be held each year at the time and place designated from time to time by the Board of Directors. The Board may also hold regular or special meetings. The Board may provide by resolution the time and place for the holding of regular meetings. Special meetings of the Board may be called at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix the time and place as the time and location for the special meeting. Quorum For all meetings of the Board, a quorum shall be the majority of the number of Directors in office immediately before the meeting begins. Acting without Meeting Action may be taken by the Board without meeting if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action in a meeting at which all Directors we present. Officers The officers of the corporation shall be a President, Vice President, a Secretary, and a Treasurer, each of which shall be elected by the Board. The corporation may have such other officers with such powers as the Board determines from time to time. The Board may elect such other officers as it deems necessary and appropriate without amendment to these Bylaws. The same individual may simultaneously hold more than one office of the corporation. The officers other than the President, Vice President, Secretary and Treasurer need not be Directors. All officers must be at least 18 years old. Committees of the Board There are four active committees of the Board Executive Committee, Finance Committee, Policy Committee, and Governance Committee. 4

5 Board Committee Charters Executive Committee The Executive Committee is comprised of the Officers of the Board and meets on an ad hoc basis. The President is the Chair. The Executive Committee: Transacts all regular business when the Board is not in session, subject to the limitations imposed by the Colorado Nonprofit Corporation Act and to any limitations imposed by the Board. Reports all matters acted upon to the Board at the Board s next meeting. Conducts evaluations, at least annually, of the Executive Director s performance. Recommends appropriate compensation for the Executive Director. The Executive Committee does not have the authority to remove a Director, fill Board vacancies, amend the Bylaws or Articles of Incorporation, dissolve the organization, or approve or implement consolidation or merger. Finance Committee The Finance Committee is comprised of members of the board and is chaired by the Treasurer. The Finance Committee: Monitors and advises the Board regarding the financial resources of CCMU including the management and oversight of current assets, cash flow projections and long term sustainability. Works with the Executive Director to develop and monitor an annual budget. Works with the Executive Director to prepare for and complete the independent annual review of the CCMU finances and the preparation of tax returns and reports the findings from the review to the Board. Policy Committee The Policy Committee is comprised of interested Board members and non-board members from the community. The Policy Committee is chaired by a member of the Board. The Policy Committee monitors legislation and regulatory action in order to: Be aware of pending legislation and policy that may impact the medically underserved, providers or systems of care dedicated to serving the underserved Analyze bills and for non controversial bills determine the position CCMU position. For controversial or high profiles bills make recommendations to the Board regarding whether CCMU should oppose, support or monitor bills or rule changes. Monitor trends and policy discussions in the state to inform CCMU s policy work and propose where CCMU might proactively pursue legislation. Governance Committee The Governance Committee is comprised of interested Board members and chaired by a Board member. The Governance Committee is responsible for: Ensuring a process for the Board to monitor its own performance. Creating a Board culture that encourages members to influence the Board s focus and agenda Carefully assessing the recruitment criteria being emphasized when selecting new members and revising these criteria as needed to ensure the Board has the diversity of experience and expertise needed to reach our mission Managing the recruitment and succession planning of the Board. Facilitating the process for by-laws, Board Policy Manual and other governance document modifications. 5

6 Conflict of Interest Board members and employees are prohibited from receiving gifts, fees, entertainment, services, loans, or promise of future benefits from any person which would obligate or induce the board member or employee to compromise their ability to act in the best interest of Colorado Coalition for the Medically Underserved. Board members and employees may not perform as an employee, contractor or in any other capacity which promises compensation, services to a CCMU supplier of goods or services, unless the fact of such transaction are disclosed in good faith and the board authorizes such transaction. Board members or employees may not have a significant financial interest in any property which CCMU purchases, or a direct or indirect interest in a supplier, contractor, consultant or other entity with which CCMU does business unless it has been determined by the board, on the basis of full disclosure of facts, that such interest does not give rise to a conflict of interest. Any possible conflict of interests on the part of any board member or employee should be disclosed to the full board and made a matter of record. I have received, read and understand fully the Conflict of Interest Statement and will comply with the statement by brining any potential conflict of interest situations to the board for consideration. Board member name: Board member signature: 6

7 Anti-Discrimination Policy The Colorado Coalition for the Medically Underserved shall follow the spirit and intent of all federal, state and local anti-discrimination laws and is committed to equal employment opportunity. To that end, the Board of Directors and Executive Director will not discriminate against any employee or applicant in a manner that violates the law. The Colorado Coalition for the Medically Underserved is committed to providing equal opportunity for all employees and applicants without regard to race, color, religion, national origin, sex, age, marital status, sexual orientation, gender expression, disability, political affiliation, personal appearance, family responsibility, or any other characteristic protected under federal, state or local law. 7

8 Accounting Policies and Procedures The Executive Director (ED) is responsible for depositing all monies received and paying all bills and recording all transactions into Quickbooks. Monthly, the ED forwards copies of the monthly bank statements, copy of payroll documentation and other relevant financial documents to the Accountant/Bookkeeper. The Accountant is responsible for monthly accounting including reconciling the monthly bank statement, payroll, and any other relevant journal entries. The accrual method of accounting is used for the presentation of financial statements. The Accountant also manages the preparation of annual W-2 s and manages all audit adjustments. CCMU engages an independent Accounting Firm to perform an annual review of the financials. It is the goal of CCMU to have this review complete by April of each year. The full Board has the opportunity to review the IRS Form 990 prior to its submission each year. Checks over $10,000 shall require written authorization ( acceptable) of a Board Officer. Expense Reimbursement Policy The Board of Directors of CCMU recognizes that board members of CCMU may be required to incur expenses in order to conduct CCMU business. The purpose of this Policy is to ensure that (a) adequate cost controls are in place, (b) travel and other expenditures are appropriate, and (c) to provide a uniform and consistent approach for the timely reimbursement of authorized expenses incurred by Board Members. It is the policy of CCMU to reimburse only reasonable and necessary expenses actually incurred by Board Members. When incurring business expenses CCMU expects Board Members to: Exercise discretion and good business judgment with respect to those expenses. Be cost conscious and spend as carefully and judiciously as the individual would spend his or her own funds. Report expenses, supported by required documentation, as they were actually spent. Check Request Expenses will not be reimbursed unless the individual requesting reimbursement submits a written Check Request, (form is available from the Executive Director.) All check requests must be accompanied by receipts. The Board President will approve check requests submitted by Board Members and the Executive Director. 8

9 Investment Policy CCMU will maintain (not risk) its principal monies. Cash reserves will be held in a no risk, liquid savings account. When cash reserves exceed 12 months of operating expense then investment in something other than a no risk, liquid savings account may be considered by the Finance Committee of the Board with consideration and final approval by the full Board. Gift Acceptance Policy CCMU solicits and accepts gifts that are consistent with its mission. Donations will generally be accepted from individuals, partnerships, corporations, foundations, government agencies, or other entities, without limitations. In the course of its regular fundraising activities, CCMU will accept donations of money, real property, personal property, stock, and in-kind services. Certain types of gifts must be reviewed by the Executive Committee prior to acceptance due to the special liabilities they may pose for CCMU. Examples of gifts which will be subject to review include gifts of real property, gifts of personal property, gifts of securities and gifts to Board members and Staff that exceed nominal amounts. When considering whether to solicit or accept gifts, the organization will consider the following factors: Values whether the acceptance of the gift compromises any of the core values of CCMU. Compatibility between the intent of the donor and CCMU s use of the gift. Public Relationships whether acceptance of the gift damage the reputation of CCMU. Primary Benefit whether the primary benefit is to CCMU versus the donor. Consistency is acceptance of the gift consistent with prior practice? Form of Gift is the gift offered in a form that CCMU can use without incurring substantial expense or difficulty? Effect on Future Giving will the gift encourage or discourage future gifts? All decisions to solicit and/or accept potentially controversial gifts will be made by the Executive Committee of the Board in consultation with the Executive Director. The primary consideration will be the impact of the gift on the organization. 9

10 In-Kind Contributions In-Kind contributions include but are not limited to: I. Volunteer activities and services by a. Board of Directors b. Committee members c. Others providing support for CCMU activities II. Labor or service for a task or product for which CCMU would otherwise have to pay: a. Meeting rooms b. Meals for Board and Committee meetings c. Copies d. Web and computer support e. Legal review and opinions f. Financial management Non-monetary, in-kind contributions will be tracked and aggregated for reporting to foundations and for non-profit accountability. 10

11 Media Policy It is the policy of the Colorado Coalition for the Medically Underserved (CCMU) to maintain positive, informative relationships with the public, the media, and other agencies. We strive to provide information, expert commentary, and timely content to interested parties upon request and have adopted these guidelines in order to foster those relationships. Media Representatives CCMU considers official media representatives to be those who are qualified, properly identified representatives of general circulation newspapers and magazines, and radio and television stations holding a Federal Communications Commission (FCC) license. Other parties interested in making requests may or may not be subject to the same conditions and guidelines; please contact the CCMU Director of Communications for more information. Requests for Interviews or Filming/Photographs Media representatives interested in conducting interviews, requesting comments on issues or news items, or taking photos or video of staff must first request permission from the CCMU Director of Communications. This policy will ensure that inquiries are responded to in a timely fashion and with every effort to provide complete information from relevant subject matter experts. Authorized Spokespeople The President of the Board and the Executive Director are the only authorized spokespeople for CCMU, providing verbal and written information to the media, when appropriate, as an issue expert or news source. CCMU staff and board members, other than the authorized spokespeople, will not comment to the media or publish material about CCMU without prior approval. Some inquiries may be directed to designated employees with specific subject matter expertise, depending on the issue. Other Public Contacts Employee contacts with the public in day-to-day activities will be conducted with complete professionalism. Employees will provide prompt, courteous, and correct responses to inquiries as permitted and appropriate. Requests for comment made to employees by media representatives should first be directed to the Director of Communications, who will forward them on to the Executive Director as appropriate. Attending Events We encourage media representatives to attend CCMU events. Whenever possible, we ask that journalists pre-register by contacting the Director of Communications. Upon arrival, they should check in at the registration desk for an identifying badge and an information packet. If there are specific individuals they wish to interview, we are happy to assist with locating those people and an interview location, provided the request is made at least 24hrs in advance. Media representatives are asked to introduce themselves and name their media before conducting interviews and respect the wishes of those who decline to be interviewed. Photography and audio and video recording is allowed only with the express permission of both CCMU and the parties to be photographed/recorded. CCMU retains the right to immediately revoke permissions of media representatives deemed to be unprofessional. 11