<AGENCY>
Policy and Procedure
Policy Number:
SOP011 / Reference:
CARF, SCANPO / Effective Date:
11/19/07 / Reviewed Date:
3/6/18 / APPROVED BY:______
DATE: 7/1/18
GOVERNANCE
Objective: To provide active, accountable, effective and ethical governance leadership on behalf of <AGENCY>stakeholders’ interests to ensure the organization focuses on its purpose and outcomes for persons served, resulting in the organization’s long-term success and stability. <AGENCY>board is responsible for ensuring the organization is managed effectively, efficiently and ethically by executive leadership through defined governance mechanisms. The <AGENCY>Board of Directors has adopted a governance framework through use of guiding principles and best practices,Articles of Incorporation, its Constitution and Bylaws. This policy outlines the Board of Directors’ responsibilities to protect public trust and outline its corporate responsibility to its employees, providers, suppliers and the community.
POLICY:The <AGENCY>shall subscribe to legal and ethical practices/standards for not for profit organizations and other ethical standards specific to the substance use disorder and fundraising arena.
<AGENCY>Board of Directors’Members shall:
  • Receive and adhere to a Board Member job description
  • Signa statement(s) of Confidentiality that reference Federal Confidentiality (42CFR, 45CFR, Parts 160 and 164) and the Health Insurance and Portability and Accountability Act of 1996
  • Sign an annual Conflict of Interest and Ethics Statement, see policy CQI020
  • Receive Board Member orientation to include an overview of legal duties as board members: Duty of Care, Loyalty and Obedience. Orientation will also include an overview of mission/vision/core values, strategic direction, ethics, regulatory requirements, accreditation standards, agency policies, Constitution and Bylaws.
  • Receive no compensation, loans, expense reimbursement, or other matters of financial interest deemed as payment of board membership.
<AGENCY>Board of Directors will assure:
  • Board members, officers and committee chairs will be selected based upon ability to serve and expertise in the particular area as beneficial for the agency’s strategic direction
  • Annual review of agency Bylaws and governance policies
  • Internal controls such as the agency’s Risk Management Committee and Finance Policies
  • Quarterly and annual review/reports of the agency’s/corporate performance for its stakeholders
  • Stakeholder input in establishing the agency’s strategic direction
  • Board education/development (at a minimum, the annual Board seminar)
  • Independent, board representation and un-relatedness to executive leadership
  • Annual board self assessment
  • Periodic self assessment of individual board members
  • Interactions/links to outside parties as necessary including but not limited to experts in legal, auditing, financial, compensation, or strategic planning regarding complex issues
  • Executive Leadership accountability to the agency’s goals
  • Access to the agency’s Corporate Compliance Officer regarding issues of waste, fraud and abuse
  • Access to other agency Executive or Management staff as deemed necessary during Board and/or Committee work
  • Board planning for meetings to include board meeting agenda, developing and distributing of meeting materials and committee work per the agency’s Bylaws
Executive Director Evaluation
The Board will review the performance of the Executive Director no later than January 31stof each year to ensure the agency administrator continues to successfully uphold the responsibilities and pertinent federal, state and local regulations for the agency to effectively meet its obligations to the community. This evaluation will be conducted by the Governance Committee, under the leadership of the Board Chair. This evaluation will ensure the agency is meeting its overall corporate/performance goals, will assess the Executive Director’s individual performance goals, professional development, accomplishments and opportunities. A review of the written executive leadership succession plan will be included. The Governance Committee will present its findings and recommendations to include salary adjustments to <AGENCY> Board of Directors in an Executive Session for approval.
Compensation Philosophy
Executive Director compensation decisions will be independently approved by the <AGENCY>Board of Directors on an annual basis in a non-conflict of interest position. The Governance Committee of the Board of Directors will annually review market data/functionally comparable positions for Executive Director compensation to ensure that the compensation is reasonable and competitive in relation to other similar companies. The Committee will recommend to the full Board whether any changes in the compensation package are desirable, with the full Board to discuss and approve any recommendations. The Committee will ensure that Executive Director compensation and perquisites do not exceed customary levels.
Total compensation mix is determined to include base pay/salary,participation in full staff bonus program as approved by the Board of Directors, health and retirement benefits, vacation/sick leave, standard required taxes, use of cell phone, training and other reimbursements per Personnel policies, PPM015) and any other incentive plan or perquisites. Once the Executive Director’s salary is Board approved, the Executive Committee will submit to <AGENCY> Human Resources (with a copy to the Executive Director):
  • Terms of compensation arrangements
  • Approval/effective date
  • Names of board committee members who approved the decision
  • Data used in the compensation decision
  • Disclosures of any conflict of interest
Note: Each month, the Executive Director’s agency related expenses (travel and meals/entertainment) will be reviewed by the agency’s Board Chair.
Succession Planning and Leadership Development
In conjunction with the Executive Director’s annual evaluation and compensation review, a succession plan will be submitted to the Board of Directors’ Executive Committee regarding his or her recommendation as to a potential successor, along with a review of any development plans recommended for such individuals. The Committee will include this succession planning report to the Board of Directors. When the Executive Committee and the Board review management succession plans for the Executive Director, they will consider succession in the event of an emergency or retirement of the Executive Director.
BYLAWS:
In accordance with the <AGENCY>’ Constitution and Bylaws, the property and affairs of the Agency shall be managed and controlled by a Board of Directors which shall consist of 12-18 voting persons. They shall be chosen with due respect for geographic distribution, a variety of professions, minorities and women. These members are to be the policy-makers.
Eligibility for Election:
A person receiving monetary consideration from, or serving as a staff member of the Agency, shall not be eligible for election as a member of the Board of Directors, nor shall any relative of a current staff member.
Election and Term of Office:
At the November meeting, new members should be approved for membership on the Board for the following term. They shall serve for a term of 4 years. A Board member may serve a term extension up to an additional 4 years with board approval as long as the Board composition is in compliance with Article II-Section 1. A board member can be re-nominated to serve another term one year from expiration of a previous term.
Vacancies:
Any vacancy among the Board of Directors by reason of resignation, death, or inability to serve may be filled for the unexpired portion of the term. Names shall be submitted from the GovernanceCommittee to be approved by the Board to fulfill these vacancies.
Compensation:
Board of Directors shall receive no salary for their services as Directors, nor shall they receive reimbursement for travel expense to and from official meetings. Board members may attend agency-related functions at agency expense if approved by the Governance Committee.
Duties of the Board of Directors
The Board of Directors Shall:
  1. Adopt policies governing the affairs of the Agency;
  2. Plan measures for the Agency’s growth and development;
  3. Approve the budget for the fiscal year submitted by the Finance Committee;
  4. Ensure the provision for the maintenance of a central office, for proper care of materials, equipment and funds of the Agency, for payment of legitimate expenses and for the annual auditing of all account books;
  5. Appoint an Executive Director, define Director’s duties and establish Director’s compensation;
  6. Appoint standing committees and all other necessary committees not otherwise provided for;
  7. Have authority to enter into such agreements and contracts as may be deemed necessary to promote the objectives of the Agency;
  8. Consult with any member of the Board of Directors who fails to attend 3 consecutive regular Board meetings in a calendar year, and after consultation with such member, proceed to fill such vacancy if deemed appropriate, by the Board of Directors.
  9. Appoint an Advisory Council of resource persons who will meet as needed to offer input and advice on Agency services and operations;
  10. Conduct agency business under extraordinary circumstances as deemed necessary.
Meetings:
  1. The Board of Directors shall meet monthly and at other times as necessary to carry out the objectives of the Agency; meetings shall be held within the Agency’s established territory. Monthly meetings may be cancelled by the Chair due to lack of business.
  2. Any Board member may participate in, and be regarded as present at, any meeting of the Board of Directors by means of conference telephone or any other means of communication by which all persons participating in the meeting can hear each other at the same time.
  3. Special meetings of the Board of Directors may be called by the Chair or by three or more members of the Board. Notice of special meetings of the Board requires at least three days notice before such meeting. Only business stated in the notice of meeting may be conducted at a special meeting.
  4. Notice of regular meetings of the Board of Directors, including notice of all known business to be transacted at such meetings, shall be dispatched to the postal or email address of all Board members at least seven days to postal address and three days to email address before such meeting.
Quorum:
For a meeting of the Board of Directors, a quorum shall be one-third (1/3) of its members.
Officers and Their Election
The officers of the Agency shall be a Chair, Vice Chair, Secretary andTreasurer.
Officers shall be elected by the Board for a term of one year, beginning January 1, and shall continue in office until their successors have been duly elected and installed.
Duties of Officers
The Chair shall be the presiding officer of the Board of Directors. He/she shall be an ex-officio member of all committees. Upon completion of his/her term as Chair, he/she (as Immediate Past Chair) regardless of board term expiration, shall sit as a member of the Governance Committee as a full member with voting privileges.
The Vice Chair shall perform such duties as are assigned him/her by virtue of his/her office. In case of a vacancy in the office of the Chair, he/she shall automatically assume this office for the unexpired term.
The Secretary/designee shall be responsible for keeping the minutes of meetings of the Board of Directors and such records of official correspondence and transaction as may be necessary to this office.
The Treasurershall serve as Chair of the Finance Committee and attend to Committee responsibilities in Article VII, Section 4.
In case of vacancy, the office of Vice Chair, Secretary, or Treasurer shall be filled by election of the Board of Directors for the unexpired term.
Executive Director
The Agency shall also have the services of a paid professional Executive Director who shall be appointed by, and serve at the pleasure of, the Board of Directors.
  1. The Executive Director shall be in charge of the headquarters in which the Executive Director shall conduct the necessary business of the Agency.
  2. The Executive Director is to serve under a written employment contract.
  3. All prospective staff employees shall be interviewed by the Executive Director or his/her designee. The Executive Director shall have the right to hire and dismiss staff employees.
  4. Under the oversight of the Executive Director the budget will be prepared by agency finance staff in consultation with the Finance Committee, and will be presented by the Finance Committee to the full Board for approval.
  5. The Executive Director shall perform such duties as may be designated by the Board of Directors. He/she shall be an ex-officio member without vote, on all committees. He/she shall assist the officers, the Board of Directors and Committee Chairpersons in every manner commensurate with this office.
Committees
Standing Committees:
There shall be the following standing committees: Governance, Finance, Facilities & Grounds, and Community Relations.
All Committee members shall hold office until their successors have been appointed, or until the work of the committee is completed. Non-Board members may serve as Committees members upon approval of the Board. The Chair of all Committees must be a member of the Board.
A majority of members of each committee shall constitute a quorum. The act of a majority of the quorum present at the meeting shall constitute the act of such committee.
Governance Committee:
  1. The Governance Committee shall consist of the Chair, Vice Chair, Secretary, Treasurer and Immediate Past Chair of the Board (with voting privileges). The Executive Director shall be an ex-officio member of the committee without a vote.
  2. Duties and Responsibilities:
The Governance Committee shall have the power to transact all regular business of the Board during the interim between meetings of the Board of Directors, provided any actions taken shall not conflict with the policies of the agency. Any actions taken by the Governance Committee shall be brought to the full Board for ratification at the next regular board meeting.
  1. The Governance Committee with full Board approval may establish other standing committees as may be necessary.
  2. The Governance Committee shall recommend persons for election as members of the Board of Directors and Officers by the November Board meeting each year.
Finance Committee:
  1. The Finance Committee shall consist of the Treasurer and
other persons appointed by the Chair and approved by the Board of Directors.
  1. The Finance Committee shall attend to all financial interests of the Agency. Itsduties include but are not limited to, recommending for approval of the Board for any and all bank accounts, for any and all indebtedness of the Agency, and for the investment of Agency funds. The Committee shall provide direction to Agency Staff in preparing the Agency’s annual budgets and budget revisions, and shall recommend budgets and budget revisions, if any, for approval by the Board of Directors. The Committee shall provide direction to Agency Staff in reporting the financial condition of the Agency at regular meetings of the Board of Directors. The Committee shall recommend for approval by the Board of Directors the engagement of a firm of independent Certified Public Accountants to conduct an annual audit. The Committee shall meet with and receive reports from the independent auditors during and upon completion of the audit, and communicate any significant findings or concerns arising from the audit to the Board of Directors.
Community Relations Committee:
The Community Relations Committee shall consist of a Chair, members from the general board or the community. The Community Relations Committee will assist in the development of community outreach/awareness and fundraising activities.
Facilities & Grounds Committee:
  1. The Facilities & Grounds Committee shall consist of a Chair and other members appointed by the Chair and approved by the Board of Directors.
  2. The Facilities & Grounds Committee has the responsibility in matters relating to land use and physical plant. It shall be responsible for the selection of architects/engineers, siting and construction, care, maintenance, and security of the agency’s facilities and grounds; and such other matters relating to the facilities and grounds of the Agency.
Ad Hoc Committees:
Ad Hoc Committees shall be established by the Governance Committee, as deemed necessary, with the approval of the full Board.
Indemnification
The Agency shall indemnify, defend and hold harmless members of the Agency’s Board of Directors to the fullest extent permitted by, and in accordance with the South Carolina Nonprofit Corporations Act of 1994. The Agency shall purchase and maintain insurance on behalf of members of the Board of Directors against any liability incurred in the capacity of, or arising out of status as, a Board Member.
Parliamentary Authority
The rules contained in Robert’s Rules of Order Revised shallgovern meetings of the Agency in all cases in which they are not inconsistent with these By-Laws.