Board Policy

Board Policy The Community Services Block Grant (CSBG) Reauthorization Act of 1998 requires that, as a condition of designation and to receive CSBG funding, private non-profit entities and public organizations administer the CSBG program through tripartite boards that “fully participate in the development, planning, implementation, and evaluation of the program to serve low-income communities.” In order for the State to promote the continued viability and effectiveness of eligible entities through appropriately constituted and well-functioning boards, this policy is issued to provide guidance on the composition, role, and responsibilities of the tripartite board. A. Board Composition The eligible entity’s board of directors should consist of a minimum of six (6) members. Each county must have representation. 1) Representatives of Low-Income Individuals and Families (Low-Income Sector) The CSBG statute requires that a minimum of one-third of tripartite board membership be: i. Comprised of representatives of low-income individuals and families who currently reside in the areas served. The implicit intent is to ensure those who are served by the eligible entity have a strong voice in agency governance and communicating the needs of the community. ii. “Chosen in accordance with democratic selection procedures.” Representatives of this sector may be nominated or elected either within a neighborhood or within the community as a whole; at a community meeting, a community organization meeting, or meeting of another low- income service provider; and the meeting was publicized using at least one of various kinds of media. No more than two members of Head Start Policy Councils may serve on the board. 2) Elected Public Officials or their Representatives (Public Sector) The CSBG statute requires one-third of tripartite membership be elected officials. If a sufficient number of elected officials is not available, an appointed public official may be chosen. The elected official may choose a designee to act on his/her behalf. The designee would then be the board member and have full authority to exercise voting rights. Entities are not restricted to choosing certain elected officials to serve on the board. These members should support the goal of the agency to address the poverty needs of the community and coordinate action by local governments. If an entity’s bylaws state only certain elected officials can serve, the State strongly suggests a revision of the bylaws. Public officials must be “holding office on the date of selection.” Also, the public official or designee may serve on the board only while the public official is in office. The public official may change a designee at any time by submitting a letter to the board. Entities are responsible for ensuring this sector remains current such as prompt notification of newly elected officials or currently elected officials of the opportunity to serve on the board should the entity still choose. The entity must ensure timely replacement of board members who no longer hold office and ensure the last day of office for the public official is the last day of service on the board. 3) Representatives of Major Groups and Interests in the Community (Private Sector) The remaining board members must be selected from “business, industry, labor, religious, law enforcement, education, or other major groups and interests in the community served.” Members of this sector are included because they represent the balance of the community, and the entity cannot succeed without the support, resources, and participation of this group. Eligible entities must ensure that no organization, business, or group has an indefinite seat on the board, meaning the selection of board members shall allow the opportunity for other interested organizations to serve on the board. Anyone chosen in this sector must be a member of the organization or an employee and live in that county. B. Background Checks Background checks must be conducted on all Board Members. If the background check identifies a past or present conviction for a felony or crime (either federal or state) the individual may not be seated on the board. C. Duration of Service The state requires a board member to serve no more than a maximum of three (3) four-year terms. This requirement is not retroactive, meaning, board members whose terms expired prior to this policy revision cannot serve the additional term granted by this policy revision. The board member must be re-elected or re-appointed at least one month before the end of each four-year term. The terms may be continuous or there may be a break in service. Eligible entities are encouraged to stagger the term expirations, whereas not to create an issue of too many board members leaving the board at the same time thus jeopardizing the governance of the board. Should a board seat become vacant, it must be filled within a sixty (60) day period, unless a written request for waiver has been granted by DCS Director, within the sixty-day period. Further, it is the responsibility of the board to notify DCS in writing within ten (10) days of any board changes, and an updated board roster submitted. The entity shall provide DCS with a current board roster with supporting documentation of each member’s election or appointment. This information must also be kept on file at the entity’s main office for review during monitoring visits. Entities may not seat a former employee as a board member for a period of two (2) years after leaving employment at the agency. Agencies may prohibit a former employee who has been terminated from serving on the board. Entities should prohibit federal/state employees from serving on the board if there is the potential for a conflict of interest between the federal/state office and the entity’s business transactions, such as a potential funding source. Entities may not employ a board member during the time of service on the board, nor for a period of two (2) years after leaving the board. This waiting period is to avoid the appearance of a board member having an undue employment advantage. D. Training Requirements New board members or members who had a one (1) year or more break in service shall participate in an orientation within two (2) months of being seated. The orientation shall include at a minimum: federal, state, local policies and procedures as it relates to the entity and its programs; board bylaws; articles of incorporation; entity mission; entity strategic plan; entity financial and programmatic reports; program overview to include sources of funding; audit report; board responsibilities and liability; conflict of interest; and ROMA. Board members shall participate in training at least every two (2) years on board responsibilities and governance as specified in the CSBG Organizational Standards. Training and/or orientation may be done at board meetings, special sessions, and may be done in person, electronic media, or other methods as determined by the board. Should an entity fail to comply with training requirements, DCS will declare entity at-risk, and issue a request for a corrective action plan, which may result in a notice to terminate funding. E. Board Member Responsibilities The following list of responsibilities is necessary for the success of the entity, however, it is not all inclusive of what is expected of a board member: 1) Fully participate in the development, planning, implementation, and evaluation of the entity’s programs. 2) Plan and participate in the entity’s fund-raising events. 3) Develop entity mission statement and ensure activities and programs support it. 4) Develop entity strategic plan and receive periodic reports regarding the progress of it. Establish policy for the entity. 5) Supervise and evaluate one employee, the entity’s executive director. Attend and participate in all scheduled board meetings. 6) Empower the entity by working with the community and being an ambassador for the entity and its programs. 7) Participate in scheduled trainings and entity events. F. Board Committees 1) Entities are required to appoint at least five (5) standing committees: (1) Executive; (2) Planning and Evaluation; (3) Finance; (4) Personnel and; (5) Human Rights Committees. The entity may change the description of the activities of the standing committees as needed to conform to the diverse dynamics of the entity. i. The Executive Committee is responsible for the general conduct of the board’s business on a day-to-day basis. The major functions of this committee are: to act upon matters in a timely manner; establish standing and subcommittees, and assign members to each; review the major administrative policies and recommend modifications to the full Board; secure adequate legal counsel for the entity; and to evaluate the entity’s executive director. ii. The Planning and Evaluation Committee is responsible for the development of the strategic plan and the evaluation of the entity’s performance on meeting the goals in the strategic plan. The duties of this committee include: ensure the community strengths and needs assessment is completed; review and approve programs to be operated by the entity; develop internal reporting standards for programs; recommend funding of specific programs to the full board; evaluate each program or project on a timely basis; and coordinate efforts of the public and private sectors and other committees to meet the needs of the families served. iii. The Finance Committee oversees the fiscal functions of the agency. This committee reviews budget proposals prepared by the entity staff; reviews financial reports on a monthly basis; ensures an adequate fiscal management system is in place; assists in securing additional sources of funding; and review and make recommendations to the full Board on all fiscal matters. iv. The Personnel Committee is responsible for overseeing personnel functions and certain administrative functions of the entity. The duties of this committee include the review of personnel policies; promotions; salary ranges; hiring of employees recommended by the Executive Director; assist in the selection process when employing an Executive Director; and promote staff and career development programs for entity staff. v. The Human Rights Committee acts on matters regarding the rights of employees. Listening, hearing, fact-finding and providing objective judgements are the core functions of this committee. Other functions include ensuring protection of the entity and the rights of employees as established in the agency’s Equal Opportunity Plan and recommending approval or denial of it to the Board; hearing equal opportunity complaints and recommending possible solutions to the Board; and ensuring due process prior to the termination of an employee. Entities may appoint as many committees as needed to carry out the responsibilities of the board effectively. Committee membership should reflect the composition of the Board. i.e. a committee should be comprised of members from different sectors, counties, etc. Committees should divide the workload of the board, develop and promote the expertise of members, and permit decision-making between meetings. Entities should have a board development plan to ensure quality membership selection. Voting by proxy is not permitted at board or committee meetings. G. Removal of Board Members and Officers Entities must develop removal provisions in its bylaws, consistent with state nonprofit corporation law, which specifies special notice and other procedural requirements for removal. The board may remove any director or officer for cause, including but not limited to: false certifications on the application, unexcused absences for a certain number of consecutive board meetings, failure to comply with the entity’s conflict of interest policy, taking actions not in the best interest of the entity, incapacity, inappropriate conduct. In instances of waste, fraud, or abuse, a board member must be removed immediately after it is discovered. If any Board Member has been removed from the private or public sector or was not re- elected for the poor sector, they cannot serve in a different sector (i.e. no moving from one sector to another is allowed.) H. By-Laws Requirements Board by-laws shall list the total number of seats on the board per sector. They must include procedures for the selection of new board members in case of a vacancy for any reason. All vacancies shall be filled within 60 calendar days. The democratic selection procedure for the low-income sector must be described in detail. Board by-laws must describe any performance standards (such as attendance, etc.). These standards must include a standard of conduct which specify expectations and conditions under which board members may be sanctioned or removed. Board by-laws must describe quorum requirements, which shall be at least 50 percent plus one of the seats on the board. Board by-laws must describe meeting requirements. Board meetings are subject to the State Open Meetings Act. The board shall meet monthly. Board meetings must be scheduled for the convenience of its members and the general public. Eligible entities shall provide notice in writing of any board meetings and agenda to all members at least 5 calendar days in advance. Electronic notices are acceptable, is members receiving the notices have agreed to accept this form of notification. Meeting notices and agendas shall be made available to the general public and MDHS/DCS at the time they are submitted to the board members. By-laws must not conflict with any federal or MDHS policies or procedures. I. Board Minutes The board shall conduct meetings and keep written minutes in accordance with Robert’s Rule of Order. Board minutes shall be made available to the public upon request. Minutes shall also be made available upon request in a translation of the appropriate language where a significant portion of the low-income population does not speak English. Copies of the minutes of each meeting shall be submitted to MDHS/DCS no later than 10 calendar days after the date of the meeting in which the minutes were ratified. If the meeting did not have a quorum, the minutes shall be submitted within 3 calendar days of the meeting. Board minutes must include a public notice of the meeting (newspaper notice, etc.), an agenda, sign-in sheets, and supporting documentation of newly seated board members. In case of any virtual or phone meetings, a virtual attendance document shall be sent to each individual who participated in the meeting and sent back signed and dated. Board minutes must be submitted on agency letterhead. APPENDIX Federal Poverty Guidelines