Foodshare, Inc.

Policy Related to Role of the Board of Directors

Role of the Board

The Board of Directors is the legal corporate entity of the independent nonprofit corporation known as Foodshare, Inc. The Board of Directors is legally and morally accountable for ensuring that Foodshare achieves its mission in a prudent and ethical way.

The job of the board is governance. Governance is the ongoing process of due diligence whereby the Board of Directors operates as a collective to assure the legal and moral health and effectiveness of Foodshare.

The Board of Directors is accountable for the functions described below, operates in the manner described below, and utilizes the Foodshare Due Diligence Plan to provide detail to guide Board work.

The Board works in partnership with the President and CEO, as articulated in various policies. The President provides leadership and support, enabling the Board to carry out its governance responsibility.

Scope of Authority / Functions

  1. Articulate values and mission, and set standards, controls, and policies; and, ensure that all programs, activities and operations adhere to same.
  2. Assess the ever-changing environment, approve Foodshare’s strategy to respond, and ensure that long and short-range plans to implement the strategy are developed.
  3. Ensure that Foodshare has adequate financial and human resources to meet its current needs and to implement its long-range strategy.
  4. Monitor key areas of performance compared to short- and long-range goals and plans, evaluate results, and take steps to improve performance.
  5. Define, evaluate, and enforce the expectations of Board, committee, and advisory council operations and the role of the individual Board member.
  6. Determine eligibility for Board membership, recruit, elect and orient candidates.
  7. Hire, monitor, appraise, advise, stimulate, support, reward, and if necessary release Foodshare’s chief executive officer.
  8. Ensure compliance with relevant laws and regulations affecting Foodshare.
  9. Have candid and constructive discussion regarding the health and effectiveness of Foodshare.

Operations of the Board of Directors

The Board shall approach its functions in a manner which focuses on strategic leadership rather than operational detail, clear distinction of Board and staff roles, long-range focus rather than past or present, and proactively rather than reactively.

  1. The Board recognizes itself as a collective and understands that it only has authority as a group.

a)The Board is accountable to the general public as well as Foodshare’s specific constituencies, for competent, conscientious, and effective accomplishments of its obligations as a collective. The Board shall allow no officer, individual or committee to usurp this authority or accountability.

b)The individual Board members understand their role within the collective and are obligated to prepare for meetings and to participate productively in discussion, always within the boundaries of discipline established by the Board.

  1. The Board understands that it only carries out governance while together meeting, whether virtual or in person.
  • The Board carries out governance by gathering together to talk about strategic information (e.g., trends and implications) vital to assuring the legal and moral health of Foodshare, and making strategic decisions. The Board uses the Due Diligence Plan as a tool to accomplish its work.
  1. The Board focuses its involvement on the intended long-term impact of Foodshare, not on the administrative or programmatic means of attaining that impact.
  1. The Board directs and inspires Foodshare through careful deliberation and establishment of policies. These policies shall be statements of values or approaches which typically address one of the following:

a)Foodshare’s outcomes (e.g., why we do what we do and what the results are for what cost).

b)Boundaries of prudence and ethics to be observed by staff, Board, Board members, committees, and volunteers.

c)Board roles and responsibilities.

d)Board – Staff relationship.

  1. The Board and its committees shall be adequately and currently informed – through reports and other methods – of the health and effectiveness of Foodshare and its operations.

  1. The Board shall not cause or allow any activity or decision or circumstance that violates Foodshare’s values or mission, violates contracts or donor specifications, conflicts with policies established by the Board; or, is either unlawful, counter to regulations, or does not meet commonly accepted business and professional ethics and practices.
  1. The Board shall enforce upon itself whatever discipline is needed to govern with excellence. At the least, discipline shall apply to performance of the individual Board member, policy-making principles, respect of articulated roles, speaking with one voice, and self-policing of Board tendencies to stray from governance.

a)The Board shall hold itself accountable for quality performance by:

  • establishing group governance standards, comparing performance to standards, and making changes as necessary; and,
  • monitoring its own policies and performances regularly.

b)The Board shall hold its individual members accountable for quality performance by:

  • articulating acceptable and unacceptable behaviors;
  • establishing performance expectations;
  • comparing behavior and performance to established standards;
  • providing feedback to individuals; and,
  • thanking and releasing members when necessary to assure the integrity of the Board.
  1. Executive Session:

a)Board meetings shall be open to the public except when Executive Session is officially announced by the Board Chair. In general, Executive Sessions will be used when the matter before the Board relates to litigation or personnel (staff or volunteer). In addition, the Board or Executive Committee may use Executive Session to evaluate its own performance from time to time.

b)The Chair convenes Executive Sessions of the Board. Any member may request an Executive Session by contacting the Chair, with a statement of the reason for such a session. The Board can override the Chair’s decision by a simple majority vote.

c)The Board may include no one else or anyone else it chooses in an Executive Session.

  1. Agenda Control:

a)The Board has the sole authority over its own agenda. The Board assigns the responsibility of agenda development to the Chair and President. Any Board member, with a majority agreeing, can add or delete business from the agenda.

b)In general, material related to the agenda shall be provided to the Board members with adequate time for preparation prior to the meeting.

c)Agenda Content: Only those issues that are within the Board’s area of responsibility shall consume board time. The Board shall use its various policies and the Foodshare Due Diligence Plan to guide agenda content.

10. Orientation

a)Annually, shortly after the election of officers and welcoming of new Board members, Foodshare shall conduct a formal orientation. All new Board members shall participate.

b)The orientation shall present basic information about Foodshare, its values, mission, operations, financing and governance. The state of Foodshare shall be presented forthrightly, with adequate documentation.

c)As appropriate, Foodshare shall provide mentoring opportunities to support each new Board member.

11. Governance appraisal

a)Foodshare shall adopt such standards and policies as necessary to assure the high quality performance and integrity of the Board of Directors.

b)In accordance with policies and procedures, the Foodshare Board shall appraise the performance of the Board and its committees, on a regular basis.

c)In accordance with policies and procedures, the performance of the individual as a Board member shall be appraised annually.

Approved by the Board of Directors on February 26, 2004