Board Member Responsibilities Introduction to CenterLink CenterLink: The Community of LGBT Centers exists to support the development of strong, sustainable LGBT community centers and to build a unified center movement. Founded in 1994, CenterLink plays an important role in supporting the growth of LGBT centers across the country and addressing the challenges they face, by helping them to improve their organizational and service delivery capacity and increase access to public resources. CenterLink also acts as the voice for LGBT community centers in national grassroots organizing, coalition building and awarenessraising in order to strengthen and build a unified center movement. There are over 200 LGBT community centers in 46 states and the District of Columbia and Puerto Rico, as well as Canada, Mexico, China, Australia, and Camaroon. Whether they provide direct services, educate the public, or organize for social change, LGBT community centers work more closely with their LGBT constituency and engage more community leaders and decision-makers than any other LGBT network in the country. A wide and diverse range of people are served weekly by centers and benefit from the culturally competent social services and other programs offered through these critical community-based organizations. CenterLink continues to intensify its efforts to build stronger community centers to ensure that LGBT people have access to, and benefit from, identity affirming and life-saving services and programs. Inherent in CenterLink s mission and vision is a desire for strong, sustainable LGBT Centers to be in every community, in order to promote a healthier, more active and more united LGBT community. To that end, CenterLink aims to enhance LGBT Community Centers through promoting: improved financial health; strong, stable, qualified leadership; viable, relevant programming for their community; and the capacity to be a recognized local voice on LGBT issues. Our success lies not only in bringing new members to the organization and providing ongoing technical support and capacity building services but doing all that we can to help keep centers thriving and to provide individuals interested in starting new centers with the tools necessary to create healthy, viable organizations that meet the needs of their community. Introduction to Board Service Serving on CenterLink s Board is immensely rewarding. Plus, it s great fun. Not only have Board members made life-long friendships as a result of their service, but humor and laughter are important components of all Board gatherings. Board members take great pride in the CenterLink s accomplishments and their role in making them possible. Once a person joins our Board, s/he becomes, by definition, a leader in the community. We believe there is no more important or prestigious post in the LGBT charitable world.
2 This document addresses the general Board as a whole responsibilities as well as individual Board member responsibilities. While the most important requirements of Board membership are described in this document, it is not intended to be totally comprehensive. The functions of Boards of Directors evolve as the organizations themselves evolve. Typically, Boards go through three very predictable stages of development, beginning with a Founding Board and changing into a Governing Board; and, in instances of mature organizations, Boards may become Institutional Boards. At each stage the responsibilities (particularly the emphasis) of the Boards and individual members differ. CenterLink has made the decision to become an Institutional Board and is well along in the process of transitioning to that stage of development. Of course, Institutional Boards retain the principal responsibilities of Boards of Directors at other stages, but at this most mature institutional stage of development, the need for exercising most of these responsibilities is very rare. Listed below are these principal functions, in practical order of importance for an Institutional Board, with a clarification of how they apply to CenterLink s Board of Directors. 1. Fundraising The highest priority function that each Board member must perform is raising money for CenterLink. It is expected that Board members will most often meet this requirement through a combination of personal giving (i.e., the give ) and solicited contributions (i.e., the get ), but each Board member will meet this requirement in accordance with his or her individual annual agreement. Every Board member must secure at least $2,000 per fiscal year for the organization. This figure may be adjusted at the beginning of each fiscal year, in recognition of growing organizational needs, at the recommendation of the Development Committee and by board approval. CenterLink s staff is prepared to assist Board members in meeting and exceeding this requirement. It is the responsibility of the Board Co-Chairs and CEO to ensure that the $2,000 individual goal is met by each board member. 2. Approve and review CenterLink s budget and its strategic growth and development. At CenterLink, this is done on an annual basis. The budget and planning process begins in October with the Board Finance Committee and concludes with the Board s approval of the budget and plan at the December meeting. If, after such approval, an opportunity arises for a new program that either represents a very large amount of money or a significant departure from established program directions, the staff will bring the issue to the Board for approval. Other changes in budget or less significant program changes are, if relevant, addressed by the Finance Committee. An important part of every Board member s responsibility is understanding the budget and engaging in proper oversight and monitoring. To facilitate this role, the Finance Committee conducts monthly in-depth reviews of the Center s finances and a detailed financial report is provided to the entire board on a monthly basis.
3 3. Enhance the CenterLink s public image. Board members are among our most important representatives to the community at large. Effective Board members can have a terrific impact on CenterLink s image. As such, Board members are encouraged to clearly identify themselves as such whenever they are out and about in the community, among friends and at community events, or in situations where they are receiving public recognition. This really helps to spread the word! Just as Board members can have a wonderful impact, they also can have a detrimental one. Thus, Board members are reminded to keep in mind that any concerns or complaints or confidential information they may have about CenterLink programs or staff must only be addressed internally and not discussed externally. 4. Determine the organization s mission, policies, and programs. Every few years, the Board evaluates the CenterLink s mission and programs via a long term strategic planning process. CenterLink s current plan guides the organization through 2016. In 2014, CenterLink updated its vision, mission, principles and core values statements: Vision VISION, MISSION, PRINCIPLES, AND CORE VALUES STATEMENTS CenterLink envisions communities where lesbian, gay, bisexual, and transgender people have access to flourishing LGBT community centers that advance their safety, equality and wellbeing. Mission CenterLink helps develop strong, sustainable LGBT community centers and builds a thriving center network that creates healthy, vibrant communities. Values We believe in the axiom that all politics is local and therefore, we work to ensure that community centers are primary change agents in a movement working toward the empowerment of LGBT people. We support and honor other communities whose civil rights struggles paved the way for our movement, and we value and work for full human rights and self-determination for all people. We believe that promoting, celebrating and achieving equity, inclusion, and diversity strengthen the LGBT community and are vital to CenterLink s mission and vision.
4 We value a network governed by an inclusive process and that collaborates with other LGBT organizations. We believe in the right of each member center to self-direction and value all centers regardless of size, services or programs. We value the worth and dignity of all people and strive to create and sustain community institutions that make this value a reality. We celebrate our LGBT culture and value our cultural and political heritage. 5. Ensure that CenterLink is in regulatory compliance. Ensuring regulatory compliance is part of the Board s general fiduciary responsibility. However, the Board does not exercise this responsibility independently of representations by staff. So, as discussed below, the selection of a competent and trustworthy staff leader is critical to the Board s exercise of such responsibilities. 6. Support, review and, if necessary, select and/or terminate the Executive Director. Ideally, the opportunity to hire and the necessity to dismiss a CEO does not come along very often. When it does, it usually is the most important decision a Board of Directors makes during its tenure. This is particularly true for an Institutional Board, because in such an organization, the CEO performs the bulk of the responsibilities performed by Boards of Directors at earlier stages of development. Choosing a competent, trustworthy Executive Director is the Board s most effective way to ensure that its fiduciary responsibilities are met. Also, evaluating the CEO is a very important Board function, which is performed by one or both of the Board Co-Chairs with input from the Board (traditionally, this is done on an annual basis, by a process agreed to by the Co-Chairs and the CEO). This process includes consideration of standing goals, those set pursuant to the annual planning process, and any special goals that may be set from time to time. Finally, supporting the CEO is an element of the board s responsibility that can be exercised all year long. Support can be as formal as providing specific assistance upon request or as informal as a kind comment. Each board member also has individual responsibilities as enumerated below: 1. Financial Requirements A. Fundraising Each Board member is expected to give and get a minimum of $2,000 annually. This amount may be raised through any combination of personal giving and solicited contributions. It is understood that a new Board member may need assistance to build fundraising experience and momentum during his or her first
5 year, and therefore that his or her efforts may not net the full established minimum amount in the first year. 2. Meeting & Event Attendance A. Board Meetings The Board of Directors meets 4 times a year. There are three in-person meetings each year. One of those meetings is always at the CenterLink Leadership Summit held in September. The date and location for the second in-person meeting changes from year to year depending on board members schedules. This is a 2 day meeting. The third meeting is the Wednesday evening before the Creating Change Conference. Board members are responsible for their own travel costs. The fourth meeting is the second Wednesday of December when the Board will review and approve the budget. If necessary, emergency board meetings may be called or the Executive Committee may meet. B. Committee Work The Board Co-Chairs (in consideration of organizational needs and member interests) assign all Board members to Board Committees. Committees generally meet once each month (by conference call) or as necessary (sometimes more, sometimes less) and committee members are expected to attend such meetings. CenterLink has four Standing Committees: Executive 1, Finance, Governance, and Audit 2 committees. Ad Hoc Committees occasionally are created, as needs demand, e.g., Leadership Summit Committee; Long Term Strategic Planning Committee. C. CenterLink and Board Orientations Upon their election, each new Member will be assigned a veteran Member who will: 1. Contact them to inform them of their successful election and introduce themselves. 2. Be available to inform, answer questions from the new Member, and generally acquaint them with the Organization and Board. 3. Informally introduce new Members to the Board at their first meeting or call. 4. These assignments will be made and managed by current Directors with the Governance Committee responsible for overseeing the assignments. 1 The members of the Executive Committee are the two Board Co-Chairs, Treasurer and Secretary. 2 An Audit Committee separate from the Finance Committee was created in late 2008 to comply with the provisions of Sarbanes/Oxley. The primary purpose of the Audit Committee, which meets only a few times a year, is to hire and confer with the auditor and to review the audit and make a recommendation concerning its acceptance to the full board.
6 D. Event Attendance Board members are encouraged to attend the Annual Executive Director and Board Leadership Summit and work the crowd on CenterLink s behalf. While the CenterLink Board has no formal policy for removal of a Board member for failure to attend meetings, repeated absences will result in a review of the Board member s commitment by the Co-Chairs. 3. General Expectations A. Express a willingness to serve in leadership positions and fully participate on assigned committees; B. Suggest potential Board members to the Governance Committee; C. Communicate effectively with other Board members and staff (e.g. promptly returning phone calls & emails, appropriate follow-up, etc.) 4. Other Issues A. Liability Board members are generally NOT liable for the debts of the nonprofit organization when the nonprofit is a corporation. However, each board member has a legal responsibility to exercise "due care" in the performance of his/her duties. Exercising proper fiduciary duty includes overseeing/approving the financial and accounting practices of the nonprofit and ensuring that the nonprofit avoids penalties that can be incurred by inaccurate and untimely IRS filings. In very few cases, such as when individual board members approve the payments of excessive compensation, or when the nonprofit fails to withhold employment taxes (social security and income tax withholdings) for its staff, individual board members may be subject to penalties. CenterLink currently maintains $1 million in D & O Insurance. B. Conflict of Interest Agreement & Disclosure Yearly, all committee members, board members and management staff must sign an acknowledgement of receipt of the Conflict of Interest policy, and fill out a Conflict of Interest Questionnaire. These forms require disclosure of relevant financial interests and affiliations. C. Term of Service Board members are elected to a first term of one year and then are eligible to be reelected for terms of two years. After serving an initial one (1) year term, a Board member may be elected to a maximum of five (5) successive two (2) year terms,
7 after which time they must step down from the board for at least 1-year. Our bylaws limit the size of the board to 21 members. D. Having Fun! Most of all, we want all Board members to have fun! The work of the Board of Directors is vital to the success of CenterLink. Current and former Board members all bring different perspectives and approaches to the Board, but virtually all are in agreement that their Board service has been among the most rewarding activities of their lives. We all enjoy each other and have a good time at Board meetings and events. Board and staff alike find great comfort and pride in the knowledge that our work is helping CenterLink make a remarkable difference in the lives of thousands of people in need and that we are advancing our movement s quest for full and complete equality. These points are not an exhaustive list of responsibilities and expectations of Board members. They serve as a guide to a basic understanding of the Board member s role and responsibilities. Before agreeing to serve on CenterLink s Board of Directors, the prospective Board member should be completely comfortable with these responsibilities and agree to fulfill them.