Members Only


Board Meeting Structure

TITLE: STRUCTURING MEETING AND RECORD KEEPING

Policy: The Board recognizes a need to meet on a regular basis, and to keep a permanent record of the Board Membership, activity, and Board proceedings.
Purpose: Meetings are held to make decisions, plan actions and shape the future. Records are kept to provide a written history of activities, which may become useful in the event of legal actions, program analysis, decision clarification and new member/staff education.

Scope: This procedure shall apply to all activities of the Board and Board committees.

Procedure:
BOARD FILES:

  1. Board files shall be maintained. The assigned staff person shall be responsible for maintaining these files.
  2. Documents to be kept on file include, but are not limited to, the Board Manual, By laws, policies and procedures, Strategic Plan, Board meeting minutes, and Board memos Handed out at any Board meetings.
  3. Any receipts for Board travel and expenditures, along with approvals, will be kept in the account files located at the Treasurer of the Coalition office.

MEETINGS:

  1. Board Meetings will be held at least four (4) times per year at such time and location as Designed by the Board. Webinar meetings will be accepted as Board meetings, Roll call will be taken before the start of the meetings and minutes will be kept.
  2. The Secretary shall ensure that all required notices are given ten (10) days prior to a scheduled meeting of the Board of Directors and/or Executive Committee.
  3. Meeting minutes shall be written to reflect both approvals and dissents on all votes.
  4. The Secretary of the Board will sign and date all minutes after minutes have been approved or corrections made. The Presidents designee, is so approved may take the minutes.
  5. Any action to be required by law to be taken at a meeting of the Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken shall be signed by all the Directors.
  6. Robert’s Rules of Order shall apply at all meetings of the Board.

QUORUM REQUIREMENTS:

  1. A majority of the Directors constitutes a quorum, without which those present cannot act as a Board. However, a majority of those present controls the outcome, regardless of how many are present. Any vacancies on the Board that reduce it to less than a quorum must be filled before the Board can officially act as a Board.
  2. If early departures by members reduce attendance to less than a quorum, the Board can no longer act legally. However, if the departures were deliberately intended to create this situation to hinder the Board’s progress, the Board may continue as though a quorum were
    present.

BOARD STRUCTURE

POLICY: The Board recognizes the need to form a unified Board of Directors working
Together to strengthen the advocacy, of the Black Lung Clinics Programs across
The nation in a matter to strengthen the outcomes by consumers effected by the
Disease.

PURPOSE: The Board of Directors shall constitute the governing body of this corporation.
It shall manage, control and direct the affairs of the corporation.

PROCEDURES:

1. The Board of Directors shall be composed of one (1) representative from each organizational
Member; each director shall have one (1) vote.

2. The member shall designate one (1) person to serve as board member. If
Designated representative cannot attend a board meeting, the Organizational member can
Send another person from their organization with a letter of Assignment to fully represent
the Organizational Member.

3. The Organizational member shall designate one primary voting member and one
Secondary member within the Organization who may contribute to the Coalition in
The same manner as a board member including chairing or serving on committees, but
excluding holding an office. In the event the primary voting member is unable to attend said
secondary may have voting privileges.

4. Another Board member may appoint another board member as a proxy, with a limit of
One (1) proxy vote per Board member.

REMOVAL AND REPLACEMENT:

A director shall be removed from membership on a Board when he/she submits his/her
resignation to the Board and said is accepted.

Any director may be removed from the Board if in its judgment the best interest of the corporation will be served. A board vacancy due to the death, resignation, or any other reason shall be filled by the organization at its next regular meeting until said term is completed.

If Organizational Membership dues are not paid each year by the October 1 deadline the Organizational board member shall be deleted from the organizational membership list unless letter of intent to pay said dues by December 31 of the same year is presented to the board by an authorized representative (CEO, Fiscal Officer, Etc). This letter of intent must be presented at the Annual Board meeting so that the full Board may vote to accept/deny the letter of intent before any business is voted on by the Board Member presenting the letter of intent. (This is only necessary if the Annual Meeting is held after October 1 of any given year.)

OFFICERS:

Officers of this corporation shall be called Chairperson, Vice Chairperson, Secretary, and Treasurer, of who shall be elected from among the members of the Board.

DUTIES OF EACH OFFICE:

1. Chairperson; Preside at all meetings, appoint a chair for each Committee, sign all contracts
And on approval from the Board enter into agreements/contracts for the benefit of this
Corporation except where the Board by-laws require authorized signature of some other
officer or agent of the organization. The Chairman shall provide an agenda to the Secretary
within twenty days of meeting date.

2. Vice Chairperson: Shall act as the Chairman in his/her absence or when required to do so by
The Chairperson, and shall assist the Chairperson in the performance of his/her duties. Serves
as ex-officio of all committees.

3. Secretary: Oversee the maintenance of accurate records of all the meetings of the Board of
Directors and Executive Committee. Ensures that all required notices are sent to the members
Within fifteen (15) days prior to scheduled meetings.

4. Treasurer: Responsible for the supervision of the accurate maintenance of the bookkeeping
of the organization. Assure proper audits are conducted as required by the Board of
Directors. Distribute financial statements for Board of Directors at all scheduled meetings.

METHODS OF ELECTION:

The officers of the Board of Directors shall be elected by the Board every two years. Nominations for officers will be conducted by the nominating committee and voting shall be by secret ballot.

TERM OF OFFICE:

Officers shall serve a term of two (2) years with a limit of two (2) consecutive terms with the exception of the Treasurer.

REMOVAL AND REPLACMENT:

Any director may be removed from the Board if in its judgment the best interest of the corporation will be served. A board vacancy due to the death, resignation, or any other reason shall be filled by the organization at its next regular meeting until said term is completed.

COMMITTEES:

Standing Committees will include:
1. Executive Committee
2. Finance Committee
3. Membership Committee
4. Governmental Affairs Committee
5. Nominating Committee

Committees shall meet twice a year at a minimum. The Organization Chairperson shall name the Chairs of each committee. The Chair of each committee shall name their committee members.

COMMITTEE DUTIES AND FUNCTIONS:

1. Executive Committee- composed of the officers of the Board of Directors and one member at
large who is appointed by the Chairman. They shall meet at least twice per year.

2. Finance Committee – composed of the Treasurer and no less than three (3) or no more than
six (6) other members appointed by the Chair of the Committee. The Finance Committee
shall serve as the advisor to the board in reviewing and monitoring the financial affairs,
budgets, and contracts of the organization.

3. Membership Committee - composed of no less than three (3) and no more than seven (7)
members appointed by the Chair of the Committee. Responsible for recruitment and retention
of members and overseeing distribution of all organizational publications.

4. Governmental Affairs Committee- composed of no less than three (3) appointed by the Chair
of the Committee one of which if to be the current Chairman of the Organization. The
Committee is charged with long range planning, program development, for its members.

5. Nominating Committee- composed of no less than three (3) appointed by the Chair of the
Committee. Responsible for collecting nominations from Organizational members for the
positions of Officers to the Board every two years. All nominations will be presented to the
full board in the form of a written ballot.


Title: BOARD ACCOUNTABILITY

Policy: To protect Directors and the agency from potential lawsuits related to
possible conflict-of- interest situations, contracts or various forms of
compensation, and the fiscal integrity of the organization.

Purpose: The fiduciary status of Board members brings with it specific legal
liabilities. While it may not be possible for the Board of Directors to
manage and direct all phases of the agency’s business, it must assume
responsibility for the final decisions and results.

Scope: The following procedures will apply to all actions taken by the Board
or its “agents.”

Procedure:

DIRECTOR RESPONSIBILITIES

1. The Board of Directors shall delegate responsibilities to its “agents,” such as committee chairpersons, officers or the Executive Director, in an orderly, logical manner. However, the Board will reserve the power and authority to make decisions and take actions directly impacting changes in:
a. The by-laws or articles of incorporation
b. Long-range commitments
c. Possible conflict-of-interest situations
d. Structural or organizational changes
e. Changes to basic objectives & goals
f. Reasons for formation
g. The fiscal integrity of the Coalition

DIRECTOR LIABILITY

1. A director who acts in good faith and in the best interests of the corporation is generally protected from personal liability for any errors in judgment. However, directors guilty of fraud or bad faith are personally, jointly, and severally liable.
This liability extends only to those negligent acts that injure the nonprofit organization or its public. Directors are not liable for a corporation’s bankruptcy or to unpaid creditors. Discrepancies between results and planned outcomes of Board decisions will be closely monitored and recorded.

2. Each Director will be covered by the agency’s errors and omissions insurance policy.
( Need to find out if Coalition has D&O coverage)