Overview
The Board of Directors is the legal authority for the Baltimore Children & Youth Fund (BCYF). As a member of the Board, a Director acts in a position of trust for the community and is responsible for the effective governance of the organization.
Board Members must demonstrate ethical and professional conduct to maintain the membership and public confidence. This commitment includes proper use of authority and appropriate actions in group and individual behavior when acting as Board Members.
Board Terms & Participation
Each adult director shall hold office for a term of three (3) years. Each youth director
shall hold office for a term of two (2) years. Each director shall serve only one term of office.
To become a director, a person shall complete a Board application during the open call for applications. Prospective directors shall be determined by a majority vote of the Board at a regular Board meeting. The determined prospective slate of Board members, shall be referred to City Council and participate in a public hearing with an appointed City Council Committee. The hearing will provide the general public and the Council with an opportunity to learn about and ask questions of prospective Board members. The committee shall votes on the Committee’s recommendation for the candidates. Once the slate is finalized, the new members will be announced and begin BCYF orientation.
The Board meetings will be held quarterly. Additionally, each committee meets quarterly. The meeting schedule is shared in July for the approaching year.
Ten Basic Board Roles and Responsibilities
- Maintain the Corporation’s mission and commitment to ensure that all programs, policy priorities, governance, and operations are developed and conducted using a racial equity lens, as adopted by the Board.
- Select the chief executive. Boards must reach a consensus on the President’s responsibilities and undertake a careful search to find the most qualified individual for the position.
- Support and evaluate the chief executive. The board should ensure that the President has the moral and professional support they need to further the goals of the organization.
- Ensure effective planning. Boards must actively participate in an overall planning process and assist in implementing and monitoring the plan’s goals.
- The board’s responsibility is to determine which programs are consistent with the organization’s mission and monitor their effectiveness.
- Ensure adequate financial resources. One of the board’s foremost responsibilities is to assist with stewarding adequate resources for the organization to fulfill its mission.
- Protect assets and provide financial oversight. The board approves the annual budget and ensures that proper financial controls are in place.
- Build a competent board. All boards have a responsibility to articulate prerequisites for candidates, orient new members, and periodically and comprehensively evaluate their own performance.
- Ensure legal and ethical integrity. The board is ultimately responsible for adherence to legal standards and ethical norms.
- Enhance the organization’s public standing. The board should clearly articulate the organization’s mission, accomplishments, and goals to the public and garner support from the community.
From Ten Basic Responsibilities of Nonprofit Boards by Richard T. Ingram (BoardSource, Second Edition 2008)
Qualifications for Service
- Be a current resident of the City of Baltimore or a current resident of Baltimore County with substantial and current educational, professional, religious, or other ties to the City of Baltimore.
- Have a demonstrated commitment to the mission, vision, and values of the organization.
- Have knowledge and skills in one or more areas of Board governance: racial equity, youth development, community engagement, policy, finance, programs, personnel, and advocacy.
- Serve on at least one committee.
- Regularly attend quarterly Board meetings, assigned committee meetings, and trainings.
- Commit to professional development to support Board growth and development.
- Participate in annual self-evaluation of personal board service.
- Support BCYF special events.
- Understand financial statements or commit to learning about nonprofit financial oversight.
- Ability to easily use email and other technology, such as cloud services.
Note: Service on BCYF’s board of directors is without remuneration, except for administrative support, travel, and accommodation costs in relation to board members’ duties.
Legal Responsibilities Of Nonprofit Boards
Under well-established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. These standards are usually described as the duty of care, the duty of loyalty and the duty of obedience.
Duty of Care
The duty of care describes the level of competence that is expected of a board member, and is commonly expressed as the duty of “care that an ordinarily prudent person would exercise in a like position and under similar circumstances.” This means that a board member owes the duty to exercise reasonable care when he or she makes a decision as a steward of the organization.
Duty of Loyalty
The duty of loyalty is a standard of faithfulness; a board member must give undivided allegiance when making decisions affecting the organization. This means that a board member must avoid conflicts of interest and can never use information obtained as a member for personal gain, but must act in the best interests of the organization.
Duty of Obedience
The duty of obedience requires board members to be faithful to the organization’s mission. They are not permitted to act in a way that is inconsistent with the central goals of the organization.
Responsibilities of the Individual Members of the Board
✔ Understand and support the mission of the organization
✔ Understand and follow the organization’s policies, including conflict of interest and confidentiality policies
✔ Be informed about the organization’s services, policies, and programs
✔ Follow trends and important developments related to this organization
✔ Assist with fund-raising and give a significant annual gift to the organization.
✔ Assist the board in carrying out its fiduciary responsibilities, such as reviewing and understanding the organization’s financial statements
✔ Review agenda and supporting materials prior to board and committee meetings
✔ Serve on committees and offer to take on special assignments
✔ Attend all board and committee meetings and functions, such as special events
✔ Have a respectful and supportive working relationship with the chief executive
✔ Follow policies and procedures regarding Board member communication and interaction with staff. Respect channels of communication. Refrain from making special requests of the staff.
✔ Act as a good-will ambassador to the organization
✔ Suggest possible nominees to the board who can make significant contributions to the work of the board and the organization
✔ Contribute to making board service a satisfying and rewarding experience for self and for peers.
- Ability to listen, analyze, think clearly and creatively, work well with individual people and groups.
- Willingness to: prepare for and attend board and committee meetings, ask questions, take responsibility and follow through on a given assignment, contribute personal and financial resources in a generous way according to circumstances, open doors in the community, evaluate oneself.
- Willingness to develop certain skills if you do not already possess them, such as to cultivate and solicit funds; cultivate and recruit board members and other volunteers; read and understand financial statements; and learn more about the substantive program area of the organization.
- Possess: honesty, sensitivity to and tolerance of differing views; a friendly, responsive, and patient approach, community-building skills; personal integrity; a developed sense of values; a sense of humor.
No individual board member or officer has the authority to act on behalf of the Board of Directors in any matter concerning the organization or in any manner in regard to any staff member unless given the authority by the entire board.
The Board Chair is responsible for leading the board and facilitating meetings.
Overview
In addition to the member-at-large responsibilities and in accordance with the organizational bylaws, the Board Chair shall lead the Board of Directors, serve as a trusted advisor to the President, and ensure that all meetings are facilitated by a member of the Board of Directors.
Board Terms & Participation
The Board Chair will serve a two-year term. A director of the Corporation shall serve for one year as a member of the Board of Directors before being eligible to serve as an officer.
Roles and Responsibilities
- Provides leadership and direction to the Board of Directors by ensuring the Board adheres to its bylaws and policies, helping guide and mediate Board actions with respect to organizational priorities and governance concerns, and encouraging transparent communication between all Board members.
- Serves as a trusted advisor to the President.
- Ensure facilitation of board meetings after developing the agenda with the President.
- Actively recruits new board members and helps to retain current board members.
- Ensures that timelines are met and that parties are accountable to their responsibilities within the strategic plan.
- Annually encourages evaluation of the board and the performance of the organization and its mission.
- Communicates as needed with committee chairs to ensure that action items are met and that activities are in-line with the mission and vision.
- Discusses issues affecting the organization with the Board and any other relevant parties.
- Represents BCYF as an ambassador for the mission at events and other activities.
- Plays a leading role in revenue generation activities, including cultivation and stewardship.
- Acts as one of the signing officers for checks and other documents, such as contracts and grant applications.
- Acts as an official signer on BCYF paperwork and works with the President, Vice President of Finance & Administration, and Board Treasurer fiscal approvals.
- Chairs the Executive Committee. This may include coordinating the committee’s work, preparing the Board’s agenda, and acting on behalf of the Board in emergencies outlined in the mandate.
- Makes sure that Board Members remain in their governance role. Paid staff and service volunteers implement and manage personnel, programs, and services.
Qualifications for Service
- Extensive experience with significant leadership accomplishments in business, government, philanthropy, and/or the nonprofit sector
- Demonstrated success as a nonprofit or community board member or board chair
- Track record of building credibility in the funding community
- Savvy diplomatic skills and a natural affinity for cultivating relationships, convening, facilitating, and building consensus among diverse individuals
- Excellent written and oral communication skills coupled with a natural affinity for public speaking
- Personal qualities of integrity, credibility, and a passion for the youth of Baltimore City
Note: Service on BCYF’s board of directors is without remuneration, except for administrative support, travel, and accommodation costs in relation to board members’ duties.
The Board Vice Chair acts as the board chair’s understudy and second-in-command.
Overview
In addition to the member-at-large responsibilities and in accordance with the organizational bylaws, the Vice Chair shall serve in the Chair’s place in the event the Chair is unable to serve or perform duties delegated to the Chair.
Board Terms & Participation
The Board Vice Chair will serve a two-year term. A director of the Corporation shall serve for one year as a member of the Board of Directors before being eligible to serve as an officer.
Roles and Responsibilities
- In the absence of the Chairperson, the Vice Chair coordinates facilitation of board meetings, ensures agendas and minutes are distributed, and implements the strategic plan.
- Reports to the Board Chair.
- Serves on the Executive Committee to provides leadership and direction to the Board of Directors.
- Makes sure that Board Members remain in their governance role. Paid staff and service volunteers implement and manage program and services.
Qualifications for Service
- Extensive experience with significant leadership accomplishments in business, government, philanthropy, or the nonprofit sector
- Track record of building credibility in the community
- Savvy diplomatic skills and a natural affinity for cultivating relationships, convening, facilitating, and building consensus among diverse individuals
- Personal qualities of integrity, credibility, and a passion for the youth of Baltimore City
Note: Service on BCYF’s board of directors is without remuneration, except for administrative support, travel, and accommodation costs in relation to board members’ duties.
The Board Secretary is responsible for monitoring official communications with board members and ensuring documentation compliance.
Overview
In addition to the member-at-large responsibilities and in accordance with the organizational bylaws, the Secretary is primarily responsible for coordinating the recording of board meeting minutes and maintaining organizational documents and records.
Board Terms & Participation
The Board Secretary will serve a two-year term. A director of the Corporation shall serve for one year as a member of the Board of Directors before being eligible to serve as an officer.
Roles and Responsibilities
- Monitor the maintenance of board records and ensure effective management of the organization’s records.
- Monitor board meeting minutes: BCYF, like many policy governing boards, have paid staff who record meeting minutes. Therefore, the Board Secretary has a monitoring Function for meeting minutes and document retention.
- Ensure minutes are distributed to members shortly after each meeting. The Secretary signs the Board meeting minutes to attest to their accuracy before it is forwarded to the Board for review. Minutes should reflect the activities of meetings in an objective manner, without unnecessary commentary. They should include the following information:
- Who is present and absent
- Agenda
- Items discussed
- Key issues raised
- Votes and action items and
- Any other relevant information
- Maintaining sufficient familiarity with legal documents (articles, by-laws, IRS letters, MOU, Ordinance, etc.) to reference when necessary in board meetings.
- Maintaining a chart of starting and ending dates, committee membership, attendance and contact information for each Board member.
- Makes sure members are notified of General Meetings.
- Working with the President to ensure all decisions and documents are consolidated in the Board Handbook.
- Makes sure that there is a quorum at Board meetings.
- Files the annual return, amendments to the bylaws and other incorporating documents with the Corporate Registry.
Note: In the absence of the Secretary at any meeting, a secretary pro tempore shall be appointed by the presiding Officer.
Qualifications for Service
- Extensive experience with significant leadership accomplishments in business, government, philanthropy, or the nonprofit sector
- Track record of building credibility in the community
- Savvy diplomatic skills and a natural affinity for cultivating relationships, convening, facilitating, and building consensus among diverse individuals
- Excellent written and oral communication skills coupled with a natural affinity for public speaking
- Personal qualities of integrity, credibility, and a passion for the youth of Baltimore City
The Board Treasurer oversees all matters related to the organization’s finances,
property, and budget.
Overview
In addition to the member-at-large responsibilities and in accordance with the organizational bylaws, the Treasurer is primarily responsible for overseeing BCYF’s finances.
Board Terms & Participation
The Board Treasurer will serve a two-year term. A director of the Corporation shall serve for one year as a member of the Board of Directors before being eligible to serve as an officer.
Roles and Responsibilities
- Serves as the chair of the Finance Committee and as a member of the Executive Committee.
- Oversees financial operations, internal controls, long-term fiscal health, and compliance with applicable legal and regulatory requirements.
- Lead the development of all budgeting, financial planning, and reporting.
- Lead the development of policies and manuals that ensure BCYF’s assets are protected and that policies are being followed
- Works with the BCYF staff and finance committee members to present accurate financial reports to the Board on a quarterly basis.
- Works with the BCYF staff and board to create the budget draft and seeks approval from the board on the annual budget.
- Acts as an official signer on BCYF financial paperwork and works with the President, Vice President of Finance & Administration, and Board Chair on large monetary distributions when necessary.
- Participates in revenue generation activities, including cultivation and stewardship.
- In cooperation with the board officers, accepts responsibility for filing annual tax forms as required by the state or the IRS.
- Provides a full financial report to the public annually.
- BCYF, like many policy governing boards, has a paid staff to manage day-to-day finances. Therefore the duties of the Treasurer do not interfere with the financial accountability of the President and Vice President of Finance & Administration.
Qualifications for Service
- Extensive experience with fiscal accomplishments in business, government, philanthropy, or the nonprofit sector
- Track record of building credibility in the community
- A commitment to and understanding of BCYF’s stakeholders and mission, preferably based on experience
- Savvy diplomatic skills and a natural affinity for cultivating relationships, convening, facilitating, and building consensus among diverse individuals
- Excellent written and oral communication skills coupled with a natural affinity for public speaking
- Personal qualities of integrity, credibility, and a passion for the youth of Baltimore City
Overview
In addition to the member-at-large responsibilities and in accordance with the organizational bylaws, the Committee Chairperson is primarily responsible for overseeing the work of the assigned committee.
Board Terms & Participation
The committee chair will be appointed by the Chair with the consent of the Board.
Roles and Responsibilities
- Review the terms of reference and mandate of the committee as outlined by the Board.
- Recruits an appropriate number of committee members to carry out the mandate.
- Orients members to the committee’s mandate and position in the organization.
- Works collaboratively with the assigned Staff Liaison to develop the agendas for all meetings.
- Guides the committee through its meetings to fulfill the committee’s purpose while keeping members engaged and participating.
- Ensuring minutes are distributed to members shortly after each meeting. Signs committee meeting minutes to attest to their accuracy before it is forwarded to the Board for review.
- Plans and evaluates the committee’s work with the help of the members.
- Reports the committee’s progress to the Board of Directors and the membership on a regular basis.
Note: In the absence of the Secretary at any meeting, a secretary pro tempore shall be appointed by the presiding Officer.
Qualifications for Service
- Extensive experience cultivating relationships, convening, facilitating, and building consensus among diverse individuals
Board Committee Descriptions
What is a Board Committee?
Board committees are small groups of individuals who advise the board on a specific area of operations. Committees are groups of board members, staff members, and volunteers who come together to provide expert guidance for the board as a whole.
Board Member Expectations
- Committees recommend actions for consideration and approval of the entire board.
- Committees lead the board in making informed judgments about current operations and the organization’s future.
- Committees evaluate their work annually.
- The committee chair, as the liaison to the board, frequently consults with the board chair and the chief executive
- Committee members commit to participating actively in the committee’s work, including substantive participation in committee meetings and discussions. Members stay informed about committee matters, prepare well for meetings, and review and comment on minutes and reports.
- Committee members volunteer for and willingly accept assignments and complete them thoroughly and on time.
- Committee members get to know each other and build a collegial working relationship that contributes to and enhances consensus.
The Executive Committee shall be comprised of the Officers of the Board of Directors.
The Executive Committee is responsible for the following:
- Expeditious Actions
- manage the affairs and business of the Corporation, when the full Board is not in session, and
- recommend actions for the full Board’s consideration;
- Evaluation of and Succession Planning for the President
- recommend and oversee the evaluation of the President’s job performance; and
- manage succession planning for the President, as needed.
The Finance Committee shall oversee the financial operations, internal controls, long-term fiscal health, and compliance with applicable legal and regulatory requirements. The Treasurer shall serve as the Chair of the Committee.
The Finance Committee is responsible for the following:
- Budgeting, Financial Planning, and Reporting
- develop an annual operating budget and multi-year operating budgets in coordination with staff;
- review and present the budget, financial goals, and financial reports to the Board; andmmonitor adherence to the approved budget;
- Internal Controls and Accountability
- develop and update, as necessary, policies and manuals that ensure the assets of the Corporation are protected and financial transactions are documented; and
- ensure approved financial policies and procedures are being followed, reviewed on an annual basis and updated as necessary, and presented to the Board on a regular basis.
The Board shall create as a committee of the Board a Race Equity Committee, which shall be composed of members of the Board and non-directors who are stakeholders of the Corporation. The Board shall appoint a Chairperson for the Race Equity Committee charged with the management of this committee.
The Race Equity Committee is responsible for the following:
- Biennial Review and Accountability
- review the Corporation’s policies and practices to evaluate alignment with the Corporation’s values detailed in the Preamble of the Bylaws and Section 7.3;
- produce a biennial report for distribution to the Board and the general public; and
- ensure and advance the Corporation’s core mission of being an equity-focused organization and the Corporation’s race equity accountability framework;
- Board Commitment and Ongoing Learning
- ensure development and implementation of regular Board training on race equity; and
- review and evaluate Board training and support needs to advance the Corporation’s values of race equity, intergenerational leadership, community ownership, and collective decision-making.
The Community Engagement & Communications Committee is charged with Elevation, Community Building, and Innovation.
- Elevation – BCYF is committed to elevating local leaders who are working with Baltimore youth.
- Community Building – Partnering with local leaders and organizations to create networks and opportunities for Baltimore practitioners. BCYF wants to support our community’s ability to provide for young people beyond grants. The Committee will help to create an ecosystem of opportunities that create a more sustainable infrastructure for youth development.
- Communication – Through the committee’s work, BCYF is actively seeking opportunities to give the community more access to the work it is doing with local leaders, along with grants.
This committee is charged with advising on the programmatic direction of BCYF. This committee is responsible for the following:
- Marshall BCYF’s Resources
- evaluate the range of BCYF’s resources of time, technical assistance, grants, networks, etc.
- identify BCYF’s programmatic priorities and work in collaboration with the programmatic staff to support these priorities
- .Alignment of BCYF Mission, Vision, and Values with Strategy & Implementation
- develop strategies for investment of BCYF’s range of resources that reflect and advance the organization’s mission, vision, and values
- evaluate the implementation of those strategies and make recommendations.
