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BOARD OF DIRECTOR’S RESPONSIBILITIES/FUNCTIONS 

GOVERNANCE
LIBA-USA Board is responsible for developing, defining and reviewing the organization’s mission and for providing overall leadership and strategic direction to the association. They are not owners of the association but are stewards of the association’s mission and resources. LIBAUSA board sets policies and ensure that the association has adequate resources to carry out its mission, provide direct oversight and direction for the executive director and the association as a whole, and evaluate its own effectiveness as a governing body, as a group of volunteers and as representatives of the community in upholding the public interest served by the association. 

AUTHORITY

  • The Board of Directors is ultimately responsible for the financial management of all activities.
  • The Treasurer is authorized to act on the Board’s behalf on financial matters when action is required in advance of a meeting of the Board of Directors.
  • The Board authorizes the Executive Director to hire and supervise staff and independent consultants, pay bills, receive funds, and maintain bank accounts.
  • The Board of Directors must approve any use of the board designated cash reserve fund.

BOARD RESPONSIBILITIES
Board members shall gain a full understanding of their board roles and responsibilities to the organization and to the public by being provided with:

  • a clear set of expectations and responsibilities
  • bylaws, articles and other key documents of the organization,
  • an introduction to the work of the organization, and
  • ongoing opportunities to discuss and review responsibilities.

Board members are responsible for fully understanding their legal and fiduciary responsibilities and carrying out their duties in the following areas:

  • Strategic planning
  • Policy approval and ongoing review
  • Annual review of the executive director’s performance and compensation
  • Succession planning
  • Setting of compensation structure
  • Annual budget and revenue plans
  • Financial procedures
  • Risk management
  • Regulatory filings

BOARD CHARACTERISTICS AND QUALIFICATIONS

  1. LIBA shall strive to have board members who are representative of the association’s constituents.
  2. Board members shall be committed to the mission and the success of LIBA.
  3. Board members shall actively develop an understanding of the mission, ongoing activities, finances, business model and changes in the operating environment of the association.
  4. Board members shall value diversity and understand the role of broad participation and the importance of including diverse groups of people in the current and future success of the association’s work.
  5. To demonstrate their personal stake in the association, board members are expected to volunteer their time, help raise external funds and make personal financial contributions to the organization.
  6. Board members shall receive no monetary compensation for their board duties other than reimbursement for board-related expenses. 

BOARD COMPENSATION

  1. LIBA board shall be made up of individual volunteers who are committed to representing the best interests of the association, its mission and the community it serves.
  2. To be open to new viewpoints and community members, boards should seek out new potential board members from outside the organization’s traditional circles and should include board representatives from the communities the organization serves.
  3. To allow for careful, thorough deliberation during decision-making and a diversity of perspectives, LIBA boards should consist of at least seven individuals.
  4. LIBA board must have a chair and a treasurer and should have a vice-chair and secretary. No one should serve in more than one officer position in the same organization at the same time.
  5. If staff membership on the board is deemed necessary, it should be limited to the executive director. The executive director should not serve as the chair, vice-chair, secretary or treasurer.
  6. To demonstrate their personal stake in the organization, board members are expected to volunteer their time, help raise external funds and make personal financial contributions to the organization.
  7. Board members shall receive no monetary compensation for their board duties other than reimbursement for board-related expenses.
  8. Board members are responsible for the ongoing financial health of the organization and should understand the content and significance of the organization’s financial statements and audit.B
  9. Board members are responsible for keeping suitably informed in order to actively participate in decision-making.
  10. LIBA board members are responsible for making decisions in the best interest of the organization and no other party, including themselves. Each board shall have a conflict of interest policy that includes a disclosure form, which is signed by board members annually, and procedures for managing conflicts of interest and handling situations in which public and private interests intersect.
  11. LIBA board members are responsible for upholding the organization’s mission and using its resources wisely and in accordance with the law.
  12. Board members should be willing to publicly advocate for the organization, help widen the organization’s reach and develop connections with the community and its leaders.

 

BOARD OPERATIONS

  1. LIBA board shall have at least six meetings a year and expect regular attendance of members.
  2. To ensure broad public participation, vitality, and diversity, the board should establish term limits of no more than nine consecutive years.
  3. Boards should adopt practices that maximize participation, including accommodating remote or electronic participation in meetings, deliberations or decision-making.
  4. Boards should organize committees as needed so that they can effectively structure their roles and responsibilities in order to properly exercise their duties.
  5. The board chair is responsible for presiding over board meetings. The board chair should also make sure that board members have access to key organizational documents and training. The board chair should pay particular attention to helping the board be aware of its obligations with regard to conflicts of interest, board attendance, board evaluation, and compliance with board policies.
  6. The board of directors, led by the board chair, should annually evaluate its own performance and review the results with an eye toward improving its practices.

ACCESSIBILITY AND PUBLIC INPUT

  1. Board of directors shall make information available to the organization’s constituents that describes the board’s decisions and decision-making processes.
  2. LIBA shall provide its constituents with ongoing opportunities to interact with the organization’s leadership about its activities and be responsive to raised concerns.
  3. LIBA shall produce an annual report (either printed or electronic) that contains information on its activities and performance. The annual report shall include:
  • an explanation of the organization’s mission, activities, results and impact;
  • information on how individuals can access its programs and services;
  • financial information, including income and expense statement, balance sheet and functional expense allocation; and
  • a list of board members, management, staff, and contributors.
  • LIBA shall make certain data available to the public, including:
  • IRS Form 990 and
  • IRS Form 1023, Application for Recognition of Exemption.

 

COMPLIANCE

  1. LIBA board shall comply with all financial regulations, such as withholding and payment of federal, state and Social Security taxes, and manage donated funds according to their restrictions.
  2. LIBA board shall complete the relevant version of the IRS Form 990 annually. The organization’s board shall be provided with a copy of the completed IRS Form 990 before it is submitted. The organization shall seek to meet the initial four-and-a-half-month reporting deadline to the IRS.
  3. If LIBA’s total revenues for the previous fiscal year exceed $500,000, it must have its financial statements audited, certified and prepared in accordance with general accepting accounting principles (GAAP). The board shall designate a board committee to hire the auditor, oversee the audit process, meet with the auditor to review the audit’s content and present the audit’s findings to the full board for its review and approval.
  4. LIBA board shall have systems in place, including a whistleblower policy, to protect individuals who report financial misconduct from any negative repercussions for doing so.

ACCOUNTABILITY TO DONORS

  1. LIBA shall comply with all federal, state and local laws concerning fundraising practices. This includes registration and annual reporting with the Office of the Minnesota Attorney General and with any state in which the organization is soliciting charitable contributions.
  2. It is the responsibility of LIBA to conduct its fundraising activities in a manner that upholds the public’s trust in the stewardship of contributed funds.
  3. It is the responsibility of LIBA to use funds consistent with donor intent and comply with specific conditions placed upon donations.
  4. It is the responsibility of LIBA to strive for a balance between publicly recognizing charitable contributions and maintaining donor confidentiality when requested.
  5. It is the responsibility of LIBA to respect donor preferences in the handling of their information and should implement systems and policies that secure this information, effectively use it to communicate with donors and prevent its use for improper purposes. Nonprofits are allowed to share but they must not trade or sell contact information for any donor without prior permission from the donor.