Article V - Board of Directors

Board Role

The Board of Directors is responsible for:

1. All policies of the organization
2. Supervision, hiring, and firing of the Executive Director
3. Approval of the Annual Budget for the organization
4. Approval of the Annual Report, including the Financial Report, for the organization
5. Approval of Annual Audit
6. Approval of Salary Scale for the organization

Board Size

The Board of Directors will have no less than 7 Directors and not more than 15 Directors.

Board Structure

Board of Directors

The Board of Directors shall represent the diversity (inclusive of cultural, linguistic, geographic, and economic) of our communities. Annually the Board will undertake a review of the diversity and inclusion of its membership, in accordance with the Diversity, Equity, and Inclusion Policy document (see appendix).

Executive Committee

The Board will have an Executive Committee, composed of: President, Vice President, Treasurer, and Clerk. The Board of Directors will have freedom to organize other committees, as they consider necessary. The Executive Committee acts on behalf of the Board of Directors in matters that need to be acted on quickly and provides supervision of the CHNA9 Executive Director. Hospital representatives may not serve on the Executive Committee. The responsibilities of the officers who make up the Executive Committee are as follows:

• The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President, Clerk, and Treasurer.
• The Vice President will chair committees on special subjects as designated by the board or in the absence of the President.
• The Clerk shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
• The Treasurer shall make a financial report at each Board meeting, will oversee the preparation of the Annual Financial Report and the Annual Budget, and will supervise the Annual Audit. The Treasurer will also help develop fundraising plans and make financial information available to Board members and the public, as necessary.

Governance Committee

The Board will organize a committee whose responsibility will be to propose board committees and to plan for board training and leadership development. The Governance committee shall be responsible for creating Human Resource policies, approving new positions/job descriptions, hiring new staff, evaluating existing staff, nominating new Board Directors, and ensuring adherence to attendance and conflict of interest requirements for Board Directors. The Governance Committee shall also be responsible for creating board roles and responsibilities, recommending changes to existing bylaws, examining the case for permanent seats on the board, and revisiting the DPH ex officio board position.

Finance Committee

The Board will organize a committee whose responsibility will be to oversee the financial health of the organization. The Finance Committee shall be responsible for presenting the finance report, reviewing the budget in grant proposals, approving the salary/benefits of staff, ensuring proper adherence to funding requirements and documentation of income/expenses. The Treasurer shall be Chair of the Finance Committee.

Other Board Committees

The Board of Directors will have the power to create working committees within the Board for whatever purpose the Board deems them necessary. All committees need to be proposed by the Governance Committee, and approved by a majority of the Board members, before starting to meet.

Frequency of Board Meetings

The Board will meet quarterly and for an annual retreat, at an agreed upon time and place. Special meetings of the Board shall be called upon the request of the Executive Director, President, or two-thirds of the Board. Notices of special meetings shall be sent out by the Clerk to each Board member no less than 24 hours in advance, preferably one week in advance.

Nominations

Individuals who have attended Health Equity Partnership meetings for at least one year and are interested in becoming Board members may self-nominate or accept a nomination to the Board. Anyone may submit a nomination. Eligibility of nominees shall be determined by the Governance Committee.

Board Elections

Board of Directors

Board Directors shall be elected or re-elected by the Directors of the organization at the Annual meeting based on term expiration. The slate of Directors shall be presented by the Governance Committee at the Annual Meeting of the Health Equity Partnership. New Directors will begin their term on July 1, prior to the start of the new fiscal year on October 1.

Executive Committee Elections

Election of Executive Committee members will take place at the Annual meeting of the Board of Directors each year, with new Executive Committee members to assume office on July 1, prior to the start of the new fiscal year. An Officer must have been a current member of the Board of Directors for at least one year, be able to devote time to the role, be committed to attending meetings, and be willing to step into other Board roles when required. Members of the Executive Committee serve 1-year terms and may be re-elected up to the full length of their allowable terms on the Board of Directors. At the end of their term, Executive Committee members may step down or make a bid for re-election.

Board Terms

Each Director shall be elected for a term of three (3) years (or such lesser term as the Board shall determine at the time of his/her election). No Director may serve for more than nine (9) consecutive years with the exception of hospital representatives who shall hold a community benefit or similar position at the hospital and are not subject to term limits per state and federal requirements pertaining to nonprofit hospitals. After serving for nine consecutive years, Board members will have to rest for a period of three years before being eligible for Board service again. Terms of Directors are to be staggered so that approximately one-third of the Directors are elected each year at the annual meeting.

Board Quorum

A quorum must be attended by at least 51% of the Board members before business can be transacted or motions made or passed.

Advance Notice

An official Board meeting requires that each Board member have written notice of at least five business days in advance.

Board Vacancies

When a vacancy on the Board exists, the Board will operate as usual until new Board members are elected at an Annual Meeting. If the quorum cannot operate until new Board members are elected, the President of the Board will convene a Special Meeting of the Membership to elect new Board members.

Resignations & Terminations

Resignations from the Board must be in writing and addressed to the Clerk of the Board. A Board member is required to attend at least 3 full regularly scheduled Board meetings per year. A Board member may be removed by a three-fourths vote of the remaining directors.

Voting

The Board of Directors will use the consensus model to reach agreement at meetings. If, after a period of discussion, full consensus is not reached, formal voting procedures will be employed. Board of Directors agrees to support all final decisions made by a formal vote.