Requirements for Board of Directors

A CAA or other private, nonprofit eligible entity shall administer the CSBG through a tripartite board as described in § 676B(a) of the CSBG Act, 42 U.S.C. § 9910, and 760 CMR 29.06. The board shall consist of no fewer than 12 members total. In accordance with IM No. 138, State Establishment of Organizational Standards for CSBG Eligible Entities under § 678B of the CSBG Act, 42 U.S.C. § 9914, issued by the federal OCS on January 26, 2015, the board members must receive training on their governance and fiduciary duties and responsibilities no less than once every two years, and such other training as the Department may specify in written guidance. The board shall be selected by the CAA or other eligible entity and composed to assure that: 29.06: continued (a) Public Officials. a of the board members shall be elected public officials holding office on the date of selection, or their representatives, except that membership of appointed public officials or their representatives may be counted under the terms of § 676B(a)(2)(A) of the CSBG Act, 42 U.S.C. § 9910. (b) Representatives of Low Income Persons. Not fewer than a of the board members are persons selected in accordance with democratic procedures adequate to assure that these members are representative of the low income persons in the neighborhood served by the CAA or other eligible entity. Among the selection procedures which may be used, either separately or in combination, are: 1. Nominations and elections within the neighborhoods; 2. Selection at a meeting of low income persons such that the date, time, and place of such a meeting have been adequately publicized; 3. Selection on a small area basis (such as a city block or town) of representatives who in turn select members for the CAA or other eligible entity's board of directors; 4. The CAA or other eligible entity's board may recognize a group(s) or organization(s) composed primarily of low income persons and representing the interests of the low income population, of which the membership may select one or more representatives to the CAA or other eligible entity's board. Persons at or below 175% of the poverty line shall be permitted to vote in these selection processes. A CAA or other eligible entity may request a waiver from this eligibility requirement of 175% of the poverty line in order to establish residency or other criteria as a basis for eligibility. The CAA or other eligible entity must submit the request in writing to the Undersecretary including specific justification. The Undersecretary may grant such a waiver for good cause shown. (c) Representatives of the Private Sector. The CAA or other eligible entity board shall select the remainder of board members representing officials, or members of business, industry, labor, religious, law enforcement, educational or other major groups and interests in the community to be served. For persons representing elected public officials and for groups or organizations representing the interest of the low income population, the CAA or eligible entity shall maintain the official nominating letter(s). The nominating letter(s) must be made available to the Department for review upon monitoring, review, and assessment. (3) In the event that an eligible entity which is a public organization is identified to administer the CSBG, a tripartite board or another mechanism specified by the State must be instituted as described in § 676B(b) of the CSBG Act, 42 U.S.C. § 9910, and 760 CMR 29.00. Residency Requirement. Each representative of low-income individuals and families selected to represent a specific neighborhood within a community shall reside in the neighborhood he/she represents. By-law Requirements. The by-laws of the CAA or other eligible entity shall include the following: (a) The total number of seats on the board and the allotment of seats to public officials, representatives of low income persons, and representatives of business, industry, labor, religious, law enforcement, education or other major groups or interests. (b) Procedures for selecting board members in accordance with 760 CMR 29.06. (c) A description of any performance standards, including standards of conduct and attendance standards for members of the board, the violation of which may be grounds for removal. (d) A description of specific procedures to be followed in the case of removal of board members, provided that only representatives of public officials and not the public officials themselves may be removed, while such public officials continue to hold office. (e) Procedures for selecting new board members in the case of a vacancy on the board. For the purposes of 760 CMR 29.06(5)(e), there is a vacancy on the board when a member has been removed from the board; when a member notifies the board of his or her resignation; when a member dies; when a member who is a public official leaves or is removed from office; or, in the case of a representative of a public official, when the appointing official leaves or is removed from office. 2/10/17 (Effective 12/30/16) - corrected 760 CMR - 278 1. With respect to representatives of low income persons, the by-laws shall include one of the following two methods for filling a vacancy: a. the selection procedure under 760 CMR 29.06 may be repeated; or b. the remaining low income representatives may select a replacement to serve for the remainder of the term. In the latter case, the person selected must, to the maximum extent possible, represent the same constituency as the original representative. When the seat of a representative of a group is vacant, the board shall ask the organization which made the selection to select another representative to serve the remainder of the term. In the event that the organization chooses not to select a new representative, the board shall choose another organization to name a representative of the group. 3. When the seat filled by the representative of a public official is vacant, the board shall request that the public official name a replacement. In no event shall the board allow a vacancy of either the public, private, or low-income sector to remain open for more than 180 days. A CAA or eligible entity shall report the number of board vacancies by sector to the Department in their monthly board meeting minutes. (f) A description in the bylaws of the method of selection and requirements for service of alternates shall include, at a minimum, the following: 1. Representatives of public officials may not select an alternate to substitute for them. Low income and private sector members of the board may select an alternate to substitute for them so long as: a. The alternate shall be elected/selected in the same manner as a low income or private sector representative. b. The selection of an alternate shall be reflected in the records of the CAA or other eligible entity showing the membership of the board of directors. c. No alternate may be counted toward a quorum or cast a vote when the person, for whom he or she represents, is also present at a meeting. d. No alternate may hold office on the board of directors. (g) Procedures regarding board meetings, shall include at a minimum: 1. Quorum. A quorum shall consist of a number of members equal to 50% of the filled seats on the board. 2. Frequency and Notice of Meetings. The board shall meet on a regular basis. The full board shall meet at least six times annually. The meetings shall be scheduled for the convenience of its members and for the general public. The CAA or other eligible entity shall provide notice (in writing) of any meeting and an agenda to all members at least seven days in advance, as well as any information related to actions to be taken by the board for approval. The CAA or other eligible entity shall provide public notice of its meetings at least five days in advance. Open Meetings. All meetings of the board shall be open to the public. Executive sessions relating to programs, activities, and other matters funded by CSBG, should be held according to the procedures and for the purposes set forth in the Massachusetts Open Meeting Law (M.G.L. c. 30A, §§ 18 through 25). 4. Minutes. The board and its committees shall keep written minutes for each meeting. Minutes shall be made available to the public upon request. The board shall make available to the public, upon request, translations of the minutes in the appropriate language, if a significant portion of the low income population does not speak English and speaks such language. The board must approve the minutes of each meeting at the next scheduled board meeting. Complete copies of the approved minutes of each board meeting shall be submitted to the Department within ten days of the date that the meeting at which the minutes were approved occurred. The submissions of the minutes to the Department shall include all board meeting minutes, notices, financial statements and any additional information given to the board members for consideration at the meeting. No Proxy Voting. Members of the board must vote in person or by other means permitted under the Massachusetts Open Meeting Law (M.G.L. c. 30A §§ 18 through 25) at a meeting when a quorum is present. Petition for Adequate Representation. Each CAA or eligible entity in the State shall establish written policies and procedures under which a petition for adequate representation may be made pursuant to § 676(b)(10) of the CSBG Act, 42 U.S.C. § 9908.