JSSA BOARD OF DIRECTORS PROCEDURES MANUAL
REVISED MAY 2015
INTRODUCTION
The Jewish Social Service Agency of Metropolitan Washington ("JSSA") developed practices to help enhance the effectiveness of the Board. This Procedures Manual, which replaces the Governance Manual, is designed to be used as a reference and orientation tool for all Directors. This Manual and the Bylaws (Exhibit A) are the core documentation for JSSA governance.
SECTION I - THE BOARD OF DIRECTORS
A.GENERAL RESPONSIBILITIES
The Board shall be the ultimate decision-making body of JSSA. The Board, acting through its Executive Committee (see Section II.B.1), shall select the Chief Executive Officer ("CEO"), who shall conduct JSSA's day-to-day business, and it shall provide performance oversight of the CEO. The Board shall also serve as advisor and counselor to JSSA's senior management team, who are the CEO, the Chief Financial Officer ("CFO"), the Chief Operating Officer ("COO") the Chief Development Officer ("CDO”), the Chief Marketing Officer (“CMO”), the Chief Human Resources Officer (“CHRO”), and the Chief Information Officer (“CIO”).
B.DUTY OF CARE
The Members of the Board ("Directors") are obligated to fulfill their duties to JSSA with loyalty and diligence, exercising due diligence and reasonable business judgment in the best interests of JSSA. Directors agree to abide by JSSA's Mission Statement (Attachment C). Directors must ensure that JSSA meets the requirements of a "charitable organization" within the meaning of the Internal Revenue Code, and maintains its federal tax-exempt status by engaging primarily in activities that accomplish one or more of its tax-exempt purposes.
C.SIZE
The Board shall be comprised of not more than 51 Directors. This includes the Presidential Appointees, the Past Presidents and the Directors Who Have Earned Lifetime Appointments set forth in Section I.D. below.
D.TERMS AND LIMITS ON TERMS
1.Elected Directors
Each elected Director shall serve for a term not to exceed three (3) years. Elected Directors may serve a maximum of three (3) consecutive terms, excluding years spent as a member of the Executive Committee. Once a Director reaches his or her term limit and can longer serve on the Board, they may choose to join the Advisory Council as defined in Section II.F below.
The term limits specified here do not apply to any Director who has served as a Director of the Agency for a period of eighteen years prior to the 2006 annual meeting.
Directors appointed to fill a vacancy shall serve until the end of that fiscal year. Such director may be eligible for nomination for a regular board seat for the next fiscal year. For purposes of calculating their length of service, only the time spent as a regularly elected Director will count toward the terms set forth above.
2.Presidential Appointees
The President may appoint up to three (3) Directors, in the President’s sole discretion, at any time in a fiscal year. Such appointments shall be for a term of one (1) year or until the end of the fiscal year, depending on the date of the appointment. Presidential appointees may be nominated for a regular Board seat for the following fiscal year.
3.Immediate Past President
The Immediate Past President may choose to remain on the Executive Committee of the Board as a non-voting member for up to one year following the end of his or her term.
4.Past Presidents
A Past President may choose to remain as a Director for two years immediately following his or her term as President, without being subject to re-nomination or election. While on the Board, the Past President shall fulfill all the obligations of a Director set forth in Section I.E. below.
At the end of the two years a Past President may choose to remain on the Board as a non-voting member and can be appointed to serve as a chair of a non-standing committee. Any Past President choosing this option does not have to fulfill the obligations of a Director set forth in Section I.E. below.
A Past President may also choose to join the Advisory Council as defined in Section II.F below.
5.Vacancies
If, for any reason, there is a vacancy on the board during the fiscal year, the President, in consultation with the Executive Committee, may appoint a Director to fill the vacancy for the remainder of the fiscal year, to be approved by a majority of the Directors present at the next regularly scheduled meeting. Such Director may be eligible for nomination for a regular Board seat for the following fiscal year.
E. REQUIREMENTS OF SERVICE
To be effective, the Board needs the active participation of all Directors. When a Director agrees to be a member of the Board, the Director commits to participate actively in the Board’s duties and activities, as indicated by the following Service Requirements. Directors are required to sign annually a document recognizing and agreeing to these Requirements of Service. If at any time the Director is not able to fulfill the Requirements, the President or designee may contact the Director to reconfirm the Director’s interest in serving on the Board. If the Director is not able to fulfill these Requirements, the President, in consultation with the Executive Committee, may ask the Director to resign to make the board seat available to another who can participate actively. If the Director refuses to resign, the Director may be removed by vote of the majority of directors present at the next regularly scheduled Board meeting.
If the Director resigns or is removed, the President, in consultation with the Executive Committee, may appoint a Director to serve the remainder of the fiscal year, which shall be approved by the majority of the directors present at the next regular Board meeting. In recognition and appreciation of the Director’s past service, the Director will be welcomed and encouraged to join the Advisory Council or volunteer in another way. JSSA desires to maintain lifelong relationships with its Board members and seeks to find ways to promote meaningful relationships in support of JSSA’s mission.
1.Attendance
Directors are expected to prepare for, attend, and participate in meetings of the Board and the committees of which they are members. Directors shall attend two-thirds (2/3) of all Board meetings per fiscal year, unless additional absences are excused by the President or Executive Committee. If a Director is absent for more than three Board meetings, the President or designee may contact that Director to reconfirm the Director’s interest in serving on the Board.
2.Orientation
New Directors are required to attend the orientation sessions about the
Board and JSSA, and become familiar with this Procedures Manual.
3.Committee Participation
Directors are required to participate actively on at least one Board committee or a special project approved by the President or CEO. If the Director is not actively participating on a committee or project, the President or designee may contact the Director to confirm the Director’s commitment to serving on the committee or project. The Director may be removed from the committee or project immediately and replaced with another Director.
4.JSSA Events
Directors are required to attend and/or support JSSA events, including but
not limited to the Gala.
5.Financial Contributions
It is important that the Board have 100% financial participation by its Directors. Directors are required to make an annual financial contribution to JSSA and the Jewish Federation of Greater Washington at a level that is meaningful to that Director.
6. Annual Documents
Directors are required to sign annually certain documents, including but not limited to the then current Policy on Conflicts of Interest (Attachment D), the Disclosure Statement (Attachment E), the Director’s Agreement and Requirements of Service of a Director (Attachment F), and any other documents required by law.
F.ANNUAL EVALUATION OF DIRECTORS AND THE BOARD
1.Review of Individual Directors
The Governance Committee shall review annually the participation of each Director according to the Requirements of Service set forth in Section I.E., and report to the Executive Committee in Closed Session. The results of the review of individual Directors shall not be reported to the whole Board. In the event that a Director’s participation is not consistent with the Requirements of Service, the President and Executive Committee may take action as set forth in Section I.E. This review should occur in the first calendar quarter so that the Nomination Committee can determine the number of board vacancies to be filled. The Chair of the Nominating Committee shall participate in the reviews for the purpose of determining whether any vacancies arise out of the review of individual Directors.
2.Review of the Board as a Whole
Following review of the individual Directors, The Governance Committee will report to the Board a composite of the Board’s participation, to include an aggregate average and median of attendance at Board meetings, committee participation, attendance at JSSA events, and financial contribution.
G.EXPENSES
Directors shall bear all costs associated with attending regular, annual and/or special Board and/or committee meetings and discharging any and all other governance requirements. A Director may receive reimbursement of expenses for certain specified services at the discretion of the Executive Committee.
H.CONFIDENTIALITY
1.Policy
"Confidential Information" shall include all material, non-public information about JSSA, including, without limitation, data, materials,products, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, and other information. Confidential Information shall also include all information about Directors, clients, families, employees and other associate organizations, and any other information otherwise marked or known to be confidential, whether disclosed or submitted orally, in writing, or by any other means, and whether disclosed directly by JSSA to the Director or indirectly disclosed by a third party to the Director in the course of carrying out his or her responsibilities to JSSA.
Each Director agrees not to disclose any Confidential Information without the express agreement and/or direction of the Board, or as required by law. A Director's agreement to maintain the confidentiality of Confidential Information shall continue to apply after the Director's relationship with JSSA terminates.
2.Violations
In consultation with JSSA’s counsel, the Executive Committee shall determine the implications of any potential or actual breach of confidentially, and any necessary enforcement actions
I.CONFLICTS OF INTEREST
Each Director is required to sign annually a statement that the Director or a family member of the Director is not involved in any business relationship that is or can be perceived as in conflict with JSSA’s interests, as set forth in the Policy on Conflicts of Interest (Attachment D). Additionally, Directors may have access to proprietary business information concerning JSSA and its services. Each Director agrees that under no circumstances is this information to be used for any Director’s use or gain. Each Director shall acknowledge that the Director is aware of JSSA’s conflict of interest policies.
1.Prohibited Business Relationships
Any entity with which a Board member is affiliated or in which a Board member has a financial interest is not eligible to compete for any JSSA business that involves a long-term relationship with JSSA and a financial commitment by JSSA.
2.Permissible Business Relationships
Any entitywith which a Board member is affiliated or in which a Board member has a financial interest may compete for JSSA business and be awarded a contract to provides goods or services to JSSA under the following conditions:
i.the contract must be limited in both time and scope;
ii.the Board member’s affiliation with or financial interest in the entity must be fully disclosed to the Executive Committee; and,
iii.the contract must be approved by the Executive Committee
3.Restrictions on Employment by JSSA
No family member of a Board member may be employed by JSSA in any capacity.
4.Definition of Family Member
For purposes of JSSA’s Conflicts of Interest Policy, the term family member a Board member includes, but is not limited to, the spouse of the Board member; the domestic partner of the Board member; the sons and daughters of the Board member and their respective spouses; the grandsons or granddaughters of a Board member; the Uncles and Aunts of a Board member and the first cousins of a Board member.
5.Duty To Disclose
In the event of any actual or potential, or even the appearance of an actual or potential conflict of interest, as set forth here or otherwise, each Director shall disclose all material facts to the Executive Committee. If the Board or any committee has reasonable cause to believe a Director has failed to disclose an actual or possible conflict of interest, it shall inform the Director and the Executive Committee. In consultation with JSSA’s counsel, the Executive Committee shall determine whether a conflict of interest exists.
6.Violations
In consultation with JSSA’s counsel, if the Executive Committee determines that a Director has violated the conflict of interest policy, it will remove the Director from the Board.
J.ACCESS TO EMPLOYEES
Directors are entitled to contact members of JSSA’s senior management team in order to obtain the information necessary to fulfill their duties. However, Directors are encouraged first to communicate with the CEO to ensure the smooth day-to-day internal operations of the Agency.
K.ACCESS TO ADVISORS/CONSULTANTS
Directors shall obtain permission from the President and/or CEO before seeking advice or assistance from consultants, legal counsel, accounting or other advisors on behalf of JSSA, or before determining the terms, costs and fees for such engagements.
I.DIRECTOR'S AGREEMENT
In order to serve as a Director of JSSA, the Bylaws require each Director to sign a Director’s Agreement as a condition of service (Attachment F). By signing this Agreement, among other things, the Director acknowledges that he or she has received a copy of this Procedures Manual, has read and understood it, and agrees to comply with the policies and procedures. Directors will also be asked to affirm the agreements and his or her commitment to comply with the policies and procedures described in this Manual following any modifications to the Manual.
SECTION II - COMMITTEES AND OFFICERS
A.OFFICERS
The Officers of the Board are the President, First Vice President, three (3) two Vice Presidents, Secretary, Treasurer and Assistant Treasurer, whose duties are described in Section II.B.1. below. The officers serve a term of one year and until their successors are elected. With the exception of the President, officers may be re-elected. The President shall initially serve a one-year term and can be re-elected annually to serve a maximum of four two consecutive years.
B.STANDING COMMITTEES
Pursuant to the District of Columbia Nonprofit Corporation Act of 2010 and the Bylaws, the Board must constitute certain Standing Committees, which includeExecutive, Financial Management, Audit, Compensation, and Nominating Committees. Standing Committees are those to which the Board delegates its fiduciary responsibilities. Other Standing Committees also may be established by vote of the majority of the Directors then in office.
A majority of all Directors must approve the members of each Standing Committee by resolution, which may be accomplished by email. All Standing Committees must be chaired by a Director, who reports to a member of the Executive Committee. Only Directors may be voting members of Standing Committees.
Standing Committees and their subcommittees may have advisors who are not Directors (“Advisors”). Such Advisors may consult and provide advice but do not have a vote on Board fiduciary actions. Advisors, however, may chair and be voting members of non-fiduciary Committees, Ad Hoc Committees or Ad Hoc Working Groups, and must report to a member of the Executive Committee.
1.The Executive Committee
The Executive Committee shall consist of the Officers, the chair of the Compensation and Human Resources Committee, and two Members-at- Large. Each member of the Executive Committee must be a Director.
The Executive Committee assists in the execution and administration of he policies, goals and objectives of JSSA, as established by the Bylaws and by the Board, and has the full authority of the Board. The Executive Committee is responsible for carrying out the fiduciary duties of the Board.
The Executive Committee is responsible for the selection and hiring of the CEO. In performing this duty, it may appoint a Search Committee comprised of current and former members of the Board of Directors as well as certain members of the external community who may have relevant experience to conduct, identify and recommend potential candidates for the CEO position.
The Executive Committee is also responsible for conducting an annual review of the CEO’s performance and based on such review determining the CEO’s annual compensation.
The Executive Committee shall meet at least once every quarter.
If at any time a member of the Executive Committee is not able to fulfill the following responsibilities, the President or designee may contact the member to reconfirm the member’s interest in serving on the Executive Committee. The President, in consultation with the other members of the Executive Committee, may ask the member to step down from the Executive Committee.