Governance Committee Meeting Agenda€¦ · 30-10-2019 · GOVERNANCE COMMITTEE MEETING August 28,...

Governance Committee Meeting Agenda Wednesday, October 30, 2019

Committee Room, Administration Building 2 Pendleton Drive, Saco

8:00 – 9:00 AM

1. Welcome Jayne & Ludmila

2. Approve Minutes of the August 28, 2019 & September 25, 2019 Meetings

3. Board Self-Assessment

• MANP Survey – review results & develop action plan

• Review FINAL Revisions Self-Assessment

4. Board Member Matrix Review

5. Bylaws Review

6. Corporator/Board Slates 2020 Jim Godbout & Bob Letellier (Todd/Jodie)

7. Next Scheduled Meeting Date – December 13, 2019 8:00 AM

Mission Sweetser's mission is to provide quality treatment, support and hope to children, adults and families through a network of mental health, behavioral health, developmental, and educational services.

GOVERNANCE COMMITTEE MEETING August 28, 2019

8:00 AM

MINUTES & FOLLOW-UP

Present: Jessica Demers, Diane Donaldson, Chair, Robert Davis, Patricia Beaudoin, Debra Taylor, and Lynn Leland, Recorder

Excused: Todd Henry & Michelle LaChapelle Absent: Brad Paul Special Guest: Ludmila Tutunaru MINUTES APPROVAL Minutes of the July 31, 2019 meeting were approved. Diane opened the meeting by introducing special guest, Ludmila Tutunaru, to committee members. Ludmila recently retired as the CFO with Volunteers of America Northern New England and is considering potential volunteer opportunities with Sweetser. Ludmilla will tour the Saco Campus with Deb on September 4th. BOARD SELF-ASSESSMENT The Board Self-Assessment is underway and will run thru September 13, 2019. MANP will send Lynn an update on September 4th indicating how many members have taken the survey at this midpoint. Within 2 business days post September 13th, MANP will send reports to Lynn regarding survey results. These results will then be shared with the Governance Committee Members at the September 25th meeting. The Individual Board Member Self-Evaluation was reviewed. Minor edits to questions #3, #5, and #8 were requested. Question #9 will be reworded and split into two questions making the survey 12 questions versus 11. Lynn will make the changes and the group will review the revisions at the September 25th meeting. The group will also discuss the best time to launch the individual member survey at the September meeting. BOARD MATRIX Much discussion ensued regarding the display of age data on the Board Matrix. Deb requested that age be removed entirely from the matrix as that information was obtained from Board Members for the sole purpose of MaineCare validation. The group is in agreement that it is therefore inappropriate to utilize this information elsewhere and Lynn will remove it from the matrix. Tracking attendance on the matrix was also discussed. Beginning with the new “board year” (October thru September), Lynn will capture and track committee member attendance for all meetings. COMMITTEE MEMBERSHIP Diane reached out to all Committee Chairs to discuss committee membership and needs in preparation for the Annual Meeting scheduled for October 9th. Jerry Mansfield has requested that an engineer be added to the Facilities Sub Committee. Bob has a candidate that he will discuss with Diane off-line. On August 16th, Deb met with a prospective new Board Member in the Belfast geography by the name of

Jane Giles. Jane currently serves on several Boards and is involved with many small business owners in the Belfast area. Jane volunteers extensively and served 2 terms as a legislator. Governance Committee Members reviewed Jane’s resume and all are in favor of Jane joining the Board. Deb and Diane will meet after today’s Governance Committee to discuss whether Diane, Deb, or Patricia will follow up with Jane regarding her participation on Sweetser’s Board.

SLATE FOR ANNUAL OCTOBER MEETING The group remains in agreement that the three Board Members terming out (potentially 4) don’t need to necessarily be replaced, considering the current size of our Board. Due to time constraints, the group will work on a slate of potential new Board Members and a slate of potential new Corporators via email. Lynn will send an email to the Governance Committee asking that everyone send potential candidate names to either Deb, Diane, or Lynn prior to the September 25th meeting. At the September 25th meeting, we will finalize our slate of Board Members and Corporators for the October 9th Annual Meeting. In addition, we also need to present Deb for vote for another term as President & CEO. Pat did suggest that we not necessarily add new Corporators at this time. In addition, Pat suggested that we implement some type of “exit interview” with departing Board Members as a way to both thank members for their service and solicit feedback on their experience serving as a Board Member. Deb will discuss this idea with Patricia. OTHER BUSINESS Role descriptions were shared with the Executive Committee Members at their August 21st meeting. Jerry Mansfield provided Lynn with 4 minor edits needed. These edits include such things as dropping the word “each”, using same verb tense, and changing “controls to control”. Lynn will make all edits. The proposed Governance Committee Meeting schedule was quickly reviewed. It was determined that Lynn and Deb will first compare the proposed meeting dates against those of the 2020 Leadership and Management Meeting dates and we’ll review the proposed schedule at the September meeting. NEXT MEETING: September 25, 2019 - 8:00 AM

/lrl

GOVERNANCE COMMITTEE MEETING September 25, 2019

8:00 AM

MINUTES & FOLLOW-UP

Present: Diane Donaldson, Chair, Robert Davis, Brad Paul, Patricia Beaudoin, Debra Taylor, Todd Henry, and Lynn Leland, Recorder

Excused: Jessica Demers & Michelle LaChapelle Absent: MINUTES APPROVAL Diane reordered the agenda, prioritizing agenda items specific to the Annual Meeting, upcoming meeting schedule, as well as committee membership. As a result, there was not an opportunity to approve the minutes of the August 28th meeting. This will be tabled until the October 30th meeting. SLATES FOR ANNUAL OCTOBER MEETING Committee Members reviewed Ludmila Tutunaru’s resume and agreed unanimously that both Ludmila and Jayne Giles should be placed into nomination as new Directors with 4 year terms ending in 2023. They will also be placed into nomination as members of the Corporation. Deb will provide resumes for Ludmila Tutunaru and Jayne Giles to Lynn. Lynn will post their resumes to the Board Portal and will inform the Board via email that the resumes are posted for their review prior to the Annual Meeting. In addition, Lynn will make one final request for recommendations of new Corporators, fully knowing that Patricia will call for nominations of Corporators from the floor at the Annual Meeting. COMMITTEE MEMBERSHIP & 2019-2020 MEETING SCHEDULE Michelle LaChapelle emailed Lynn and Diane on 9.24.19 informing both of her decision to resign from the Governance Committee. Michelle’s work and travel prohibits her from attending the meetings in a way she’d like. Pat Beaudoin expressed interest in filling the vacancy created by Michelle’s departure. Lynn will follow up with Patricia. Committee Members reviewed Lynn’s proposed 2019-2020 Governance Committee Meeting schedule. The group agreed to the following meeting dates from 8:00AM-9:00AM in the Committee Conference Room.

• Wednesday, October 30, 2019 • Friday, December 13, 2019 • Wednesday, January 29, 2020 • Friday, February 28, 2020 • Wednesday, March 25, 2020 • Wednesday, April 29, 2020 • Wednesday, May 27, 2020 • Wednesday, June 24, 2020 • Wednesday, July 29, 2020 • Wednesday, August 26, 2020 • Wednesday, September 30, 2020

Lynn will send calendar invites to all Committee Members and will include a copy of the revised schedule. MANP SURVEY RESULTS Lynn received the results of the Board Self-Assessment survey from MANP on 9/24/19 and distributed to Deb and Diane. Due to time constraints, Lynn will forward the results via email to all Governance Committee Members asking that everyone review prior to the next meeting. The focus of the October meeting will be to review the results and then develop a plan that addresses and ensures a more positive experience across all Board Members. REVIEW DRAFT SELF-ASSESSMENT The Individual Board Member Self-Evaluation was reviewed. Minor edits to question #7 were requested. Question #7 will be reworded and split into two questions making the survey 13 questions versus 12. Lynn will make the changes and the group will review the revisions at the October 30th meeting. Everyone is in agreement that these changes will be final. The group decided to launch this assessment at the November 7th Board Meeting. Lynn will distribute the survey to all Board Members in attendance and will distribute via email to all members not present. New Board Members will be given the assessment simply for the purpose of exposure and to set expectations and will not be asked to complete the assessment. BOARD MATRIX The group finalized their review of the board matrix. Age is now removed and beginning in October, attendance across all committees will be tracked on the matrix. COMMITTEE GOALS REVIEW With little time remaining, everyone agreed to the following tasks at upcoming meetings.

• Bylaws review (last amended 3.22.18) • MANP survey results review and next steps • New Corporator and Board Member review throughout the upcoming year versus closer to the

Annual Meeting. Todd will work with Sara to pursue potential new members Jim Godbout and Bob Letellier

NEXT MEETING: October 30, 2019 - 8:00 AM

/lrl

Board Self-Assessment

Sweetser

September 24, 2019

31.82% 7

54.55% 12

4.55% 1

0.00% 0

9.09% 2

Q1 All board members are appropriately familiar with the organization'smission.

Answered: 22 Skipped: 0

TOTAL 22

Stronglyagree

Agree Disagree Stronglydisagree

Unsure0%

20%

40%

60%

80%

100%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

ANSWER CHOICES RESPONSES

Strongly agree

Agree

Disagree

Strongly disagree

Unsure

50.00% 11

Q2 The board has recently reviewed the mission to ensure that it isrelevant.


Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly agree

1 / 55

Board Self-Assessment SurveySweetser September 2019

27.27% 6

22.73% 5

0.00% 0

0.00% 0

TOTAL 22

Agree

Disagree

Strongly disagree

Unsure

54.55% 12

40.91% 9

4.55% 1

0.00% 0

0.00% 0

Q3 The board considers the mission when making decisions.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree

Agree Disagree StronglyDisagree

Unsure0%

20%

40%

60%

80%

100%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q4 The board is not sidetracked by issues that do not align with themission.


2 / 55


22.73% 5

54.55% 12

22.73% 5

0.00% 0

0.00% 0

TOTAL 22

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

Q5 What can the board do to improve its support for the organization'smission?


# RESPONSES DATE

1 The board needs to look at the financial long term stability of Sweetser remains intact. 9/20/2019 6:55 AM

2 Greater knowledge of services and offerings 9/19/2019 7:27 AM

3 Would like to see more of the operation side and the work done to help support the mission. 9/12/2019 1:24 PM

4 Reappoint members who have demonstrated their support for the organization's mission throughtheir deeds and actions during their expiring terms; do not reappoint those who have not.

9/9/2019 4:47 PM

5 I think the board needs to be more engaged and prepared at meetings, which will includeunderstanding the financial picture of the organization. While the mission is the overarching driver,it is necessary to be a steward to the organization. By doing so, the mission work can/will besustainable.

9/9/2019 10:49 AM

6 I am not sure what qualifies as a "recent" review of mission. I know that mission was tweakedwhen Developmental Services were added. If we do not have a structured mandate to review themission every x number of years, that could be put in place. that would certainly keep the missionfront and center.

9/5/2019 4:16 PM

7 Bring in more money 9/5/2019 4:53 AM

8 Work with Leadership to find the way to stabilize operating results so we no longer rely upondraws from the Endowment to fund operating losses.

9/2/2019 6:31 AM

9 The Board needs improve it's balance between mission and financial implications. The Board istoo heavily weighted towards "mission".

8/28/2019 3:01 AM

10 Bi-Annual reminder 8/26/2019 12:39 PM

3 / 55


11 I don't know. 8/26/2019 10:11 AM

12 balance mission with financial goals 8/26/2019 9:51 AM

13 More often review the mission against decisions we are making as a board. In general I think weare pretty good at this, but could make sure the mission is in the forefront.

8/26/2019 7:04 AM

4.55% 1

63.64% 14

4.55% 1

4.55% 1

22.73% 5

Q6 The board has a shared vision for what it wants the organization toaccomplish.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q7 The work of the board (and the organization) is guided by a strategicplan.


4 / 55


45.45% 10

54.55% 12

0.00% 0

0.00% 0

0.00% 0

TOTAL 22

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

36.36% 8

45.45% 10

4.55% 1

4.55% 1

9.09% 2

Q8 The board has a process in place to track progress towards the goalsof the strategic plan.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

5 / 55


TOTAL 22

9.09% 2

54.55% 12

13.64% 3

0.00% 0

22.73% 5

Q9 The board seeks input from key stakeholders as it considersdecisions impacting those stakeholders.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q10 The board ensures that the organization has the necessaryresources in place to support the achievement of the strategic goals.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


6 / 55


9.09% 2

54.55% 12

13.64% 3

4.55% 1

18.18% 4

TOTAL 22

Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

0.00% 0

68.18% 15

13.64% 3

4.55% 1

13.64% 3

Q11 The board periodically discusses opportunities for strategiccollaboration with other community partners.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

68.18%

68.18%

68.18%

68.18%

68.18%

68.18%

68.18%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q12 What can the board do to better support strategic planning andachievement of the organization's strategic goals?


# RESPONSES DATE

1 Understanding the areas that are lacking and discussion around what is needed. 9/19/2019 7:33 AM

2 The board does a good job of explaining the strategic plans and achievements. Unsure of directcollaboration with community partners at a strategy level.

9/12/2019 1:26 PM

7 / 55


3 I do believe that Board and Management are continuously and cooperatively working to turn theanswers to this set of questions to the 'Agree' side, but economic and labor realities makeprogress to that end extremely difficult to achieve.

9/9/2019 4:55 PM

4 Sweetser opreates in a very complex environment and I am not sure all of the board fullyunderstands how the orgainzation generates revenue and the risks associated with the decisionsthat are made. Better preparation and a broader understanding are key elements.

9/9/2019 10:52 AM

5 Resources are not always available to support strategic goals - the goals for access come to mind- but often external forces play a role in resource limitation.

9/5/2019 4:19 PM

6 The Board needs a more timely review of where the organization stands against it's annualstrategic plan. The Board needs to hold leadership more accountable for execution of the strategicplan.

8/28/2019 3:04 AM

7 A board retreat could be devoted to a broad discussion of strategic goals, which programs to grow,which strategic collaborations make sense, how resources should be allocated, etc.

8/26/2019 10:15 AM

18.18% 4

59.09% 13

9.09% 2

4.55% 1

9.09% 2

Q13 The board receives the right kind of information to allow it toappropriately assess the performance of organizational programs and

services.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q14 The board periodically reviews programs to assess whether or notthey are aligned with the organization's mission.


8 / 55


13.64% 3

54.55% 12

18.18% 4

4.55% 1

9.09% 2

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

18.18% 4

54.55% 12

22.73% 5

0.00% 0

4.55% 1

Q15 The board periodically reviews customer/client feedback onprograms and services.


Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

9 / 55


TOTAL 22

4.55% 1

63.64% 14

13.64% 3

4.55% 1

13.64% 3

Q16 The board ensures there are appropriate budget dollars to supportstaff training and education.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q17 The board has recently reviewed staff compensation and benefits toensure that they are appropriate for attracting and retaining a strong staff.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


10 / 55


27.27% 6

40.91% 9

22.73% 5

4.55% 1

4.55% 1

TOTAL 22

Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

36.36% 8

63.64% 14

0.00% 0

0.00% 0

0.00% 0

Q18 The board is careful not to attempt to direct the work of the staff.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q19 What can the board do in order to better monitor programs andservice and support an effective staff?


# RESPONSES DATE

1 Feel as though the management is transparent 9/19/2019 7:35 AM

2 Provide more specific guidelines or expectations when it comes to financials or when to pull aprogram

9/17/2019 1:58 PM

3 We do get information at a high level. Would be good to provide a consolidated view in theseareas and discuss performance all at once periodically.

9/12/2019 1:29 PM

11 / 55


4 This area is a perpetual work in progress. 9/9/2019 5:04 PM

5 We have experienced what a lot of employers have experienced - difficulty in attracting andretaining staff. I believe a deeper dive needs to occur to determine how we can attract more staff,determine what that will cost and determine the impact on the organization.

9/9/2019 10:54 AM

6 The only time I can recall discussion of whether a program aligns the the mission is when it is anew program being proposed, or when a program is under performing. While it seems obvious thatthe organizations' programs are intended to support the mission, it is less obvious that allprograms are performing effectively in that regard. Are all programs effectively helping peoplebuild a brighter future? We lack tools for measurement - and that is an issue for behavioral healthnationwide, not just for Sweetser. Sweetser needs to network to stay at the forefront of behavioralhealth outcomes measurement.

9/5/2019 4:26 PM

7 Programs relationship to mission while looking at profitability/sustainability 9/5/2019 5:09 AM

8 Financial constraints have left us struggling to maintain competitive compensation programs andhave, in my opinion, contributed to turnover and vacancy rates in excess of what we would like tosee.

9/2/2019 6:33 AM

9 Several board members need a clearer understanding of their scope of control. 8/26/2019 12:51 PM

10 I don't know. 8/26/2019 10:16 AM

9.09% 2

27.27% 6

45.45% 10

9.09% 2

9.09% 2

Q20 All board members receive the training they need to understand theessential elements of the financial statements.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q21 The board receives financial reports for their review in advance ofboard meetings.


12 / 55


50.00% 11

36.36% 8

4.55% 1

9.09% 2

0.00% 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

33.33% 7

47.62% 10

9.52% 2

4.76% 1

4.76% 1

Q22 The board stays informed about the changing financial climate andpotential financial threats and/or opportunities.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

33.33%

33.33%

33.33%

33.33%

33.33%

33.33%

33.33%

47.62%

47.62%

47.62%

47.62%

47.62%

47.62%

47.62%

9.52%

9.52%

9.52%

9.52%

9.52%

9.52%

9.52%4.76%

4.76%

4.76%

4.76%

4.76%

4.76%

4.76% 4.76%

4.76%

4.76%

4.76%

4.76%

4.76%

4.76%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

13 / 55


TOTAL 21

63.64% 14

36.36% 8

0.00% 0

0.00% 0

0.00% 0

Q23 The board has an active finance committee that meets regularly.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

54.55% 12

Q24 The finance committee has at least two or more volunteers servingon it who have solid finance experience.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

14 / 55


36.36% 8

4.55% 1

0.00% 0

4.55% 1

TOTAL 22

Agree

Disagree

Strongly Disagree

Unsure

40.91% 9

36.36% 8

9.09% 2

13.64% 3

0.00% 0

Q25 Before approving the budget for the upcoming fiscal year, the boardhas sufficient opportunities for input.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q26 The board has developed a regular procedure for amending theannual budget as needed.


15 / 55


9.09% 2

31.82% 7

22.73% 5

13.64% 3

22.73% 5

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

42.86% 9

52.38% 11

4.76% 1

0.00% 0

0.00% 0

Q27 The entire board has an opportunity to review the results of theannual audit.Answered: 21 Skipped: 1

TOTAL 21

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

42.86%

42.86%

42.86%

42.86%

42.86%

42.86%

42.86%52.38%

52.38%

52.38%

52.38%

52.38%

52.38%

52.38%

4.76%

4.76%

4.76%

4.76%

4.76%

4.76%

4.76%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

16 / 55


40.91% 9

31.82% 7

9.09% 2

0.00% 0

18.18% 4

Q28 The board or the finance committee have the opportunity to discussthe audit and the management letter in an executive session with the

auditor.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q29 The board is confident that there are proper internal controls in placeregarding such things as check writing, dealing with incoming money, and

handling cash.Answered: 22 Skipped: 0

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36% 36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

17 / 55


36.36% 8

36.36% 8

0.00% 0

4.55% 1

22.73% 5

TOTAL 22


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

9.09% 2

40.91% 9

0.00% 0

0.00% 0

50.00% 11

Q30 The board has ensured that a "whistleblower policy" is in place thatallows individuals to report financial misconduct without harmful

consequences for doing so.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q31 The board reviews the IRS form 990 before it is filed.Answered: 22 Skipped: 0

18 / 55


18.18% 4

22.73% 5

18.18% 4

18.18% 4

22.73% 5

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18% 18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

50.00% 11

45.45% 10

4.55% 1

0.00% 0

0.00% 0

Q32 The board has established and put in place appropriate investmentpolicies.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

19 / 55


TOTAL 22

22.73% 5

50.00% 11

4.55% 1

9.09% 2

13.64% 3

Q33 The board periodically reviews the organization's risk exposure.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q34 The board has spending policies for investments and board-designated reserves that are adequate for coping with economic

downturns or the loss of significant funding.Answered: 22 Skipped: 0

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


20 / 55


27.27% 6

50.00% 11

0.00% 0

4.55% 1

18.18% 4

TOTAL 22

Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q35 What can the board do to provide better fiscal oversight and review?Answered: 11 Skipped: 11

# RESPONSES DATE

1 no recs 9/19/2019 7:37 AM

2 Again I think we need to provide general guidelines and expectations for underperformingprograms

9/17/2019 2:02 PM

3 I am informed and up-to-date on fiscal oversight; however, not close to the details. A readout isdone at every board meeting.

9/12/2019 1:33 PM

4 Encourage those who want to know and understand the financial statements better to attendFinance Committee meetings where such are reviewed in detail.

9/9/2019 5:10 PM

5 I believe that the answer has been provided previously. I think the board memebrs need moretraining on how the organization generates revenue and what are the expenses with the operationof the agency.

9/9/2019 10:57 AM

6 I am a board member with no financial background. If some education on understanding financialstatements were offered, I wold take advantage of it. But as far as I can tell we have great financialpeople on the board!

9/5/2019 4:28 PM

7 Great job. 9/5/2019 5:16 AM

8 Board relies heavily upon Finance and Investment - I think we can do a better job of keeping theentire Board up to date. Of note, progress has been made in recent years.

9/2/2019 6:35 AM

9 The Board/Finance Committee needs to adhere to the spending policy 8/28/2019 3:08 AM

10 Basic training for non-business types on the board. 8/26/2019 10:20 AM

11 budget discussions and variances to budget have too much "spin". reports are not as clear as theycould be to reflect key items board should be looking at

8/26/2019 9:55 AM

Q36 There is a clear expectation that every board member will make anannual financial contribution.


21 / 55


54.55% 12

36.36% 8

4.55% 1

0.00% 0

4.55% 1

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

63.64% 14

31.82% 7

4.55% 1

0.00% 0

0.00% 0

Q37 A process is in place to ensure that all board members are solicitedannually.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

63.64%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

22 / 55


TOTAL 22

27.27% 6

36.36% 8

18.18% 4

9.09% 2

9.09% 2

Q38 All board members make annual financial contributions in support ofthe organization.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q39 There is a clear expectation that every board member will assist insome way with fundraising activities.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


23 / 55


18.18% 4

50.00% 11

18.18% 4

4.55% 1

9.09% 2

TOTAL 22

Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

18.18% 4

45.45% 10

18.18% 4

4.55% 1

13.64% 3

Q40 The board ensures that sufficient resources are in place tosuccessfully achieve fundraising goals.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q41 What can the board do to help the resource development effort?Answered: 10 Skipped: 12

# RESPONSES DATE

1 Continue to talk externally about the mission and cultivate new donors. 9/19/2019 7:38 AM

2 Provide more specific guidelines and expectations 9/17/2019 2:04 PM

24 / 55


3 This is a strong area for the board. Would be nice for board members to receive Sweetserapproved messaging to share on social media or to provide to businesses, friends, and family.Would also like to see the board help bring on new sponsorship through site tours or connectingprospects with the development office.

9/12/2019 1:38 PM

4 I do not believe that the amount of one's annual financial contribution should be of concern. 9/9/2019 5:17 PM

5 The Development Department should be increased in size to generate more "touches" withdonors, seek new opportunities for charitable giving and to pursue more grants and awards. Thereis no transition plan/succession planning in that area.

9/9/2019 10:59 AM

6 The board had 100% gift rate this year, which was great to see. It should never go below that,whatever it takes. I can only act for myself, but I don't know what held people back in the past. Theboard can solicit other donors, but that work needs to primarily come from Development andExecutive employees, in my opinion.

9/6/2019 11:52 AM

7 Bring in more donors 9/5/2019 5:18 AM

8 I don't know. 8/26/2019 10:21 AM

9 Board needs a few members who are experiences successful fund raisers and have excellentcontacts for raising money.

8/26/2019 7:16 AM

10 Not sure, but is topic that needs more attention. 8/26/2019 7:10 AM

9.09% 2

54.55% 12

27.27% 6

4.55% 1

4.55% 1

Q42 The board is familiar with the organization's public relations andmarketing strategies.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q43 The board periodically assesses progress towards the objectives ofthe public relations and marketing plan.


25 / 55


9.09% 2

27.27% 6

50.00% 11

0.00% 0

13.64% 3

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

18.18% 4

50.00% 11

13.64% 3

0.00% 0

Q44 Board members can talk in a knowledgeable manner to othercommunity members about the organization's direction.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64% 18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


Strongly Agree

Agree

Disagree

Strongly Disagree

26 / 55


18.18% 4

TOTAL 22

Unsure

9.09% 2

45.45% 10

22.73% 5

0.00% 0

22.73% 5

Q45 The board has a good sense as to how stakeholders (donors,volunteers, clients, etc.) view the organization.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73% 22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q46 The board ensures that sufficient resources are in place tosuccessfully execute the organization's communication and marketing

strategies.Answered: 22 Skipped: 0

27 / 55


4.55% 1

45.45% 10

22.73% 5

0.00% 0

27.27% 6

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

13.64% 3

59.09% 13

4.55% 1

0.00% 0

22.73% 5

Q47 Board members actively promote the organization's activities andevents to co-workers, friends, neighbors and family.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

28 / 55


TOTAL 22

9.09% 2

50.00% 11

22.73% 5

0.00% 0

18.18% 4

Q48 Board members have had the appropriate training to allow them toserve as effective advocates on behalf of the organization's constituents

and mission.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q49 What can the board do to further enhance the communication andcommunity relations efforts?


# RESPONSES DATE

1 Continue to discuss in the board education segment 9/19/2019 7:39 AM

2 I do think more training and messaging would be helpful. 9/12/2019 1:39 PM

3 Some have such skills; most do not. Identify those who do and establish a mechanism for them tofunction as a resource available to staff.

9/9/2019 5:23 PM

4 Our board meetings should be restructured to more in-depth strategic/programmatic/financialdiscussions. The committee reports should be prepared and reviewed in advance of the meetings.This would help to develop more informed board members.

9/9/2019 11:01 AM

5 as you can see from my responses, this is an area where improvement can be made. morecommunication to the board about how and what to communicate, while also being informed whatthe organization itself is working on communicating to the public.

9/6/2019 11:54 AM

6 Need more pocket, hand out resources 9/5/2019 5:20 AM

29 / 55


7 more information is needed for the Board regarding Sweetser's marketing strategy 8/28/2019 11:58 AM

8 Regular online educational curriculum might keep board members better informed about theorganization's programs so they could be more effective advocates.

8/26/2019 10:24 AM

9 More work needs to be done so board members can help promote the organization and how to dothat.

8/26/2019 7:13 AM

40.91% 9

50.00% 11

0.00% 0

4.55% 1

4.55% 1

Q50 The board conducts an annual evaluation of the executive director'sperformance.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q51 The process of evaluating the executive director measuresperformance against goals and objectives.


30 / 55


18.18% 4

59.09% 13

9.09% 2

9.09% 2

4.55% 1

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

27.27% 6

40.91% 9

18.18% 4

4.55% 1

9.09% 2

Q52 The process of evaluating the executive director allows for input froma sufficient number of board members.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

31 / 55


18.18% 4

45.45% 10

18.18% 4

4.55% 1

13.64% 3

Q53 The results of the executive director's evaluation process are sharedin a confidential manner with the entire board.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

9.09% 2

Q54 The board annually reviews the compensation of the executivedirector and adjusts or increases it as appropriate.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18% 18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

32 / 55


40.91% 9

18.18% 4

18.18% 4

13.64% 3

TOTAL 22

Agree

Disagree

Strongly Disagree

Unsure

9.09% 2

50.00% 11

22.73% 5

9.09% 2

9.09% 2

Q55 The board periodically surveys the market to ensure that theexecutive director's salary and compensation remain competitive and

appropriate.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q56 Board members do not engage in managing day-to-day operations.Answered: 22 Skipped: 0

33 / 55


54.55% 12

45.45% 10

0.00% 0

0.00% 0

0.00% 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

4.55% 1

45.45% 10

27.27% 6

4.55% 1

18.18% 4

Q57 The board ensures that adequate budget dollars are allocated fortraining, coaching, or peer support opportunities for the executive director.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

34 / 55


TOTAL 22

9.09% 2

9.09% 2

18.18% 4

9.09% 2

54.55% 12

Q58 The board has an emergency succession plan in place in the eventof an unexpected absence or departure by the executive director.


TOTAL 22

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

Q59 The board and executive director view their relationship as apartnership.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64% 13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


35 / 55


45.45% 10

27.27% 6

13.64% 3

0.00% 0

13.64% 3

TOTAL 22

Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q60 What can the board do to improve how it evaluates and supports theexecutive director?


# RESPONSES DATE

1 Make sure each year all the board members are given the opportunity to share input. Thishappened this year but it was the first time in several years.

9/17/2019 2:10 PM

2 Information is readily shared. Evaluations in place appear sufficient. Would be curious how ourevaluations of the executive director compares to other like boards.

9/12/2019 1:42 PM

3 A succession plan should be established. 9/9/2019 5:25 PM

4 While the details of the evaluation are collected from the board, I am not sure that they aresynthesized an dshared with the board. This should be a transparent exercise that is handled inan executive session of the board. The details should not be sent through human resources, butrather should be sent to the Chair.

9/9/2019 11:05 AM

5 Maybe bi-annual discussion and review rather than annual? 9/6/2019 12:01 PM

6 It is primarily the executive commit that evaluates CEO performance. Attempts to survey the entireboard in the past have been met with disappointingly low response rate. Input from outside theexecutive committee would be great but I am not sure what we can do about it.

9/5/2019 4:33 PM

7 During the evaluation process, the Executive Director's salary/compensation is never discussed.Comparison to other Executive Directors is not discussed

8/28/2019 12:00 PM

8 Again role clarification for the board. Some board members may not understand their role. 8/26/2019 1:04 PM

9 Objective measures of the ED's performance might be improved. 8/26/2019 10:26 AM

10 board attendance at Ex Dir annual review was too low. needs to be scheduled at time to ensurehigher participation in the review and delivery

8/26/2019 9:59 AM

Q61 In advance of board meetings, board members receive thenecessary materials and information required to appropriately prepare for

and participate in the board meetings.Answered: 22 Skipped: 0

36 / 55


50.00% 11

50.00% 11

0.00% 0

0.00% 0

0.00% 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00% 50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

50.00% 11

45.45% 10

4.55% 1

0.00% 0

0.00% 0

Q62 Meeting materials sent to board members arrive with enough leadtime before board meetings.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

37 / 55


31.82% 7

54.55% 12

4.55% 1

0.00% 0

9.09% 2

Q63 The frequency of board meetings is appropriate.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

45.45% 10

54.55% 12

Q64 Board meetings usually start and end on time.Answered: 22 Skipped: 0

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%


Strongly agree

Agree

38 / 55


0.00% 0

0.00% 0

0.00% 0

TOTAL 22

Disagree

Strongly disagree

Unsure

27.27% 6

36.36% 8

27.27% 6

9.09% 2

0.00% 0

Q65 Board meetings always or often include substantive discussion ofstrategic matters.


TOTAL 22

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

Q66 Time spent at board meetings listening to reports is kept to aminimum.


39 / 55


4.55% 1

54.55% 12

27.27% 6

9.09% 2

4.55% 1

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

27.27% 6

50.00% 11

13.64% 3

9.09% 2

0.00% 0

Q67 Board members have adequate time and opportunities in meetingsto discuss issues and ask questions.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

40 / 55


TOTAL 22

27.27% 6

40.91% 9

22.73% 5

4.55% 1

4.55% 1

Q68 During board meetings, active participation, differing points of view,and healthy debate are all encouraged and supported.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q69 Throughout the year, the board agenda includes ongoing andvaluable education about the organization and/or topics of strategic

importance.Answered: 22 Skipped: 0

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00% 50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

41 / 55


50.00% 11

50.00% 11

0.00% 0

0.00% 0

0.00% 0

TOTAL 22


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

0.00% 0

15.00% 3

50.00% 10

25.00% 5

10.00% 2

Q70 The board regularly evaluates board meetings to assess their valueand effectiveness.


TOTAL 20

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

15.00%

15.00%

15.00%

15.00%

15.00%

15.00%

15.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

25.00%

25.00%

25.00%

25.00%

25.00%

25.00%

25.00%

10.00%

10.00%

10.00%

10.00%

10.00%

10.00%

10.00%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q71 Attendance at board meetings is such that the board rarely hasdifficulty achieving a quorum.


42 / 55


4.55% 1

59.09% 13

22.73% 5

9.09% 2

4.55% 1

TOTAL 22

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

Q72 What else can be done to improve the effectiveness of boardmeetings?


# RESPONSES DATE

1 We are now just getting to the point where the entire board is facing the reality of the financialsituation at hand. The organization has many important future decisions to make and the Boardneeds to support the senior management team but be honest when things need to change orimprove. Setting expectations and providing guidance to the management team, the Boardstruggles with when times are tough. We are in a period of transition, a difficult economicenvironment and a newer management team. We will get through it but more lengthy discussion isneeded to persevere.

9/17/2019 2:18 PM

2 Board meetings are great. Like the guest speakers and hearing about related topics. 9/12/2019 1:45 PM

3 Board meetings are good; attendance is at times a problem. 9/9/2019 5:27 PM

4 I would dispense with the committee reports and stress greater dialogue on the challenges ofrunning a statewide agency.

9/9/2019 11:06 AM

5 for any members with attendance problems, for them to be addressed quickly and decisively.otherwise it has a snowball effect on others' participation.

9/6/2019 12:05 PM

6 Board meetings tend to be pro forma info dumps along with needed Board Education. Not surehow to make room for more meaningful discussion given size of Board and complexity of theorganization. Of note, the Committees seem to the place where these deeper, strategicconversations occur.

9/2/2019 6:39 AM

7 Assessment by the board of meeting effectiveness. 8/26/2019 10:28 AM

8 need to reevaluate. if attendance is so low then we either new board members who can attend orless and more efficient meetings

8/26/2019 10:00 AM

43 / 55


9.09% 2

50.00% 11

22.73% 5

9.09% 2

9.09% 2

Q73 The current size of the board is appropriate for effectively governingthe organization.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

13.64% 3

54.55% 12

Q74 Faced with an opportunity or a crisis, the board is "nimble" enough tobe able to make timely decisions in short order.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


Strongly Agree

Agree

44 / 55


9.09% 2

4.55% 1

18.18% 4

TOTAL 22

Disagree

Strongly Disagree

Unsure

36.36% 8

54.55% 12

4.55% 1

0.00% 0

4.55% 1

Q75 The board is confident that the bylaws are up-to-date andappropriate.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

36.36%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q76 The board is confident that it is following the bylaws (including, butnot limited to, meeting attendance, term limits, rotation of officers, etc.)


45 / 55


31.82% 7

59.09% 13

9.09% 2

0.00% 0

0.00% 0

TOTAL 22

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

59.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

40.91% 9

45.45% 10

9.09% 2

0.00% 0

4.55% 1

Q77 Board members individually review and consider the organization'sconflict of interest policy on an annual basis.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91% 45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

45.45%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

46 / 55


13.64% 3

27.27% 6

31.82% 7

4.55% 1

22.73% 5

Q78 The board has recently reviewed and updated the organization'spersonnel policies to ensure that they are current.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%

27.27%31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q79 The current committee structure effectively contributes to boardproductivity.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

31.82%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


47 / 55


31.82% 7

50.00% 11

13.64% 3

0.00% 0

4.55% 1

TOTAL 22

Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

18.18% 4

54.55% 12

13.64% 3

4.55% 1

9.09% 2

Q80 Most board members on the board can be described as "engagedand active board members."


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q81 What can the board do to improve how it operates?Answered: 8 Skipped: 14

# RESPONSES DATE

1 The board should provide the subcommittees with general goals, guidelines and expectations.Then the subcommittees do the work and follow up with the Board and gain approval wherenecessary. Sometimes I think we do things backwards. We need an HR subcommittee which wehad years ago.

9/17/2019 2:22 PM

2 See many new areas of governance over the last year and reviews of polices and procedures. It’sgoing in the right direction and cannot think of any improvements.

9/12/2019 1:47 PM

3 Decrease the size of the Board to a number in the teens. 9/9/2019 5:29 PM

48 / 55


4 I think we have several board members who do not participate and are along for the ride. I thinkwe need to look to replace those board members with individuals who are motivated and engaged.I would restructure the meetings to either every other month or quarterly, starting later in theafternoon and going until the work is done, even if it means late nights. Right now, we see thatthere is attriion during the meeting as board members need to head off to work.

9/9/2019 11:09 AM

5 The question about personal policies makes me wonder (again) if we should have an HRcommittee of the board - to support the good work being done in HR.

9/5/2019 4:37 PM

6 Some board members are more engaged than others. 8/28/2019 12:02 PM

7 Unsure. 8/26/2019 10:29 AM

8 #75 Bylaws- disagreed since I know we will start of review process of them. 8/26/2019 7:18 AM

13.64% 3

54.55% 12

13.64% 3

0.00% 0

18.18% 4

Q82 The board's recruitment process is usually successful in generatinga full slate of potential board candidates.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64% 18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q83 The board has been successful in achieving appropriate diversity (asdefined by the board and organization).


49 / 55


4.55% 1

40.91% 9

40.91% 9

0.00% 0

13.64% 3

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91% 40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

40.91%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

9.09% 2

54.55% 12

22.73% 5

4.55% 1

9.09% 2

Q84 Our board recruitment efforts support the goals of our strategic planby targetting those who have the skills and abilities to help achieve them.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

50 / 55


18.18% 4

54.55% 12

9.09% 2

0.00% 0

18.18% 4

Q85 Among our current board members are the essential skills andabilities needed in order to help the organization achieve its strategic

goals.Answered: 22 Skipped: 0

TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q86 Board members have appropriate opportunities to provide input tothe recruitment process and nominate potential members.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

68.18%

68.18%

68.18%

68.18%

68.18%

68.18%

68.18%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


51 / 55


18.18% 4

68.18% 15

9.09% 2

0.00% 0

4.55% 1

TOTAL 22

Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

9.09% 2

54.55% 12

13.64% 3

0.00% 0

22.73% 5

Q87 Board members play a lead role in meeting with board candidatesand recruiting them.


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

9.09%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

54.55%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%22.73%

22.73%

22.73%

22.73%

22.73%

22.73%

22.73%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q88 The board has clearly described expectations for board membersthat can be shared with potential members.


52 / 55


9.52% 2

57.14% 12

14.29% 3

0.00% 0

19.05% 4

TOTAL 21

Stronglyagree


Unsure0%

20%

40%

60%

80%

100%

9.52%

9.52%

9.52%

9.52%

9.52%

9.52%

9.52%

57.14%

57.14%

57.14%

57.14%

57.14%

57.14%

57.14%

14.29%

14.29%

14.29%

14.29%

14.29%

14.29%

14.29% 19.05%

19.05%

19.05%

19.05%

19.05%

19.05%

19.05%


Strongly agree

Agree

Disagree

Strongly disagree

Unsure

4.76% 1

61.90% 13

14.29% 3

0.00% 0

19.05% 4

Q89 The board provides new board members with a comprehensiveorientation.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

4.76%

4.76%

4.76%

4.76%

4.76%

4.76%

4.76%

61.90%

61.90%

61.90%

61.90%

61.90%

61.90%

61.90%

14.29%

14.29%

14.29%

14.29%

14.29%

14.29%

14.29% 19.05%

19.05%

19.05%

19.05%

19.05%

19.05%

19.05%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

53 / 55


TOTAL 21

18.18% 4

72.73% 16

4.55% 1

0.00% 0

4.55% 1

Q90 The board does a good job of welcoming new members onto theboard and helping them feel like a valued part of the board "team."


TOTAL 22

StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

72.73%

72.73%

72.73%

72.73%

72.73%

72.73%

72.73%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55% 4.55%

4.55%

4.55%

4.55%

4.55%

4.55%

4.55%


Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q91 The board does a good job of anticipating and filling boardleadership vacancies.


StronglyAgree


Unsure0%

20%

40%

60%

80%

100%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

50.00%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%

18.18%13.64%

13.64%

13.64%

13.64%

13.64%

13.64%

13.64%


54 / 55


18.18% 4

50.00% 11

18.18% 4

0.00% 0

13.64% 3

TOTAL 22

Strongly Agree

Agree

Disagree

Strongly Disagree

Unsure

Q92 What can the board do to improve how it selects and orients newboard members?


# RESPONSES DATE

1 no change 9/19/2019 7:44 AM

2 Diane is working on all of this and I have no doubt this area will improve 9/17/2019 2:24 PM

3 Would like to see majority of board members submit 1-2 names for corporators or board roles. 9/12/2019 1:48 PM

4 Continue developing the geographic diversity review and skill matrix for the Board and recruit asnecessary to fill vacancies.

9/9/2019 5:35 PM

5 There needs to be a more in-depth orientation plan for new board members and there needs to bea broader reach from a geography perspective to pull in new board members from the mid-coastarea.

9/9/2019 11:12 AM

6 The board continues to lack a consumer perspective. Governance committee is actively engagedin looking at the skill set of our board members.

9/5/2019 4:40 PM

7 Perhaps soliciting more input from community stakeholders. 8/26/2019 10:32 AM

55 / 55


Individual Board Member Self-Evaluation

2019 Use the following questions for individual Board Member Evaluation.

FEEDBACK

Question Strongly Disagree Strongly Agree

1. I understand and support the mission of the organization. 1 2 3 4 5

2. I am knowledgeable about the organization’s specific programs and services. 1 2 3 4 5

3. I follow industry trends and important developments related to the organization. 1 2 3 4 5

4. I participate in the Annual Board Appeal each year. 1 2 3 4 5

5. I actively participate in fundraising. 1 2 3 4 5

6. I read and understand the organization’s financial statements. 1 2 3 4 5

7. I actively work on building positive relationships with Sweetser’s Executive Management Team. 1 2 3 4 5

8. I actively work on building positive relationships with Board Leadership. 1 2 3 4 5

9. I recommend individuals for service to this organization. 1 2 3 4 5

10. I prepare for and actively participate in Board Meetings and Committee Meetings in a meaningful way. 1 2 3 4 5

11. I attend all Board Meetings and Committee Meetings in accordance with Sweetser’s bylaws. 1 2 3 4 5

12. I act as a good-will ambassador to the organization. 1 2 3 4 5

13. I find serving on the Board to be a satisfying and rewarding experience. 1 2 3 4 5

Additional Comments: _____________________________________________________________

Name: _____________________________________________________________

Board Member NameMary

TurgeonCharles

PetersenDoug

WillettMichelle

LaChapelleDiane

DonaldsonJoshua

CushmanJames

NylundMelissa Richter

Erin Erlenbach

CollinsPatricia Small

Jessica Demers

Brenda Piecuch

Robert Lobis

Greg Prince

Brynn Riley

Michael Sawyer

Margaret Shepp

William Zafirson

Jayne Crosby Giles

Ludmila Tutunaru

Debra Taylor

Gender ratio

Current Term 3 2 2 2 1 1 1 1 3 3 2 2 3 2 2 1 3 3 1 1Current Term Expires 2020 2020 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 2023 2023 2023 2023 2023 2023 2023 2023

Term Out 2020 2024 2024 2025 2029 2029 2029 2029 2022 2022 2026 2026 2023 2027 2027 2027 2023 2023 2031 2031Board Officer Terms 2020 2020 2020 2020

Board Meeting Attendance Tracking (October 2019 thru September 2020) 0/1 1/1 0/1 0/1 1/1 0/1 1/1 0/1 1/1 1/1 1/1 1/1 0/1 1/1 1/1 1/1 0/1 1/1 1/1 1/1 1/1

Board Officer or Committee Chair

Board Treasurer & Finance

ChairGovernance

Chair

Invest-ment Chair

Auction Chair

Board Chair &

Executive Chair

Audit Chair

QOC Co-Chair

Develop-ment Chair

Board Vice Chair

QOC Co-Chair

Board Secretary

Audit Committee Members 1/1 1/1 1/1 1/1Development Committee

Members x x x x x x xExecutive Committee

Members 1/1 1/1 1/1 1/1 1/1 1/1 1/1 1/1Facilities Sub-Committee

Members 0/1 1/1 1/1 1/1Finance Committee

Members 1/1 1/1 1/1 1/1 1/1 1/1Governance Committee

Members x x x xInvestment Sub-Committee

Members x x x x x x

Quality Oversight Committee Members x x x x x

Auction Sub-Committee Members x x x x x x x

Golf Sub-Committee Members x x x x

Cycle or Stroll Sub-Committee Members x x x

ATTRIBUTESGender F M M M F F M F F F F F M M F M F M F F F 8M/13F

Race/EthnicityGeography (Residence) Saco Kennebunk Saco Ogunquit Portland Falmouth Portland Cumberland Scarborough Scarborough Falmouth Wells Bath Gorham Scarborough Gorham Portland Saco Belfast Cape Eliz WellsGeography (to closest

Sweetser location) Saco Saco/Sanf Saco Sanf/York PortlandPortland/Brunswick Portland

Portland/Brunswick Saco/Portland Saco/Portland

Portland/Brunswick Sanford Brunswick Portland Saco/Portland Portland Portland Saco Belfast

Portland/Brunswick Sanford

Board Member NameMary

TurgeonCharles

PetersenDoug

WillettMichelle

LaChapelleDiane

DonaldsonJoshua

CushmanJames

NylundMelissa Richter

Erin Erlenbach

CollinsPatricia Small

Jessica Demers

Brenda Piecuch

Robert Lobis

Greg Prince

Brynn Riley

Michael Sawyer

Margaret Shepp

William Zafirson

Jayne Crosby Giles

Ludmila Tutunaru

Debra Taylor

Current Term 3 2 2 2 1 1 1 1 3 3 2 2 2 1 1 1 2 2 1 1Current Term Expires 2020 2020 2020 2021 2021 2021 2021 2021 2022 2022 2022 2022 2023 2023 2023 2023 2023 2023 2023 2023

Term Out 2020 2024 2024 2025 2029 2029 2029 2029 2022 2022 2026 2026 2023 2027 2027 2027 2023 2023 2031 2031COMPETENCY

Advocacy/Public Policy x N x x x x xFacilities/Construction/ Real

Estate x x x x x x x O x x

Organizational Governance x x x x x x xInvestment x x R x x x

Finance/Accounting/ Revenue Cycle x x x E x x x

Compliance/Risk Management x S x x x x x

Communications/Market Research/Media x x x x P x x x x

Healthcare Quality O x x x xSocial Services N x

Strategy/Planning/ Business Development x x x x x x S x x x x x x

Technology x E x x xHuman

Resources/Workforce Development/Employee

Safety x x x x

Mental Health/Substance Use/Healthcare Service

Provision x x x x xEducation x x

Developmental Disabilities Service Provision x x

Approved March 22, 2018 Page 1 of 17

AMENDED AND RESTATED BYLAWS

SWEETSER

These Amended and Restated Bylaws (the “Bylaws”) are intended to supersede and

replace in their entirety any previously adopted bylaws of the Corporation.

ARTICLE I

Nature of Organization

Section 1.1 Name. The name of the Corporation shall be Sweetser. Wherever the

term “Corporation” appears in these Bylaws, it shall refer to Sweetser.

Section 1.2 Location. The Corporation and its principal office shall be located in

Saco, in the county of York, and the State of Maine.

ARTICLE II

Purposes and Powers of the Organization

Section 2.1 Purposes. The Corporation shall be a voluntary, non-profit,

non-sectarian organization providing such services as its Board of Directors (the “Board”)

deems appropriate to the needs of children, adults and families, and primarily those

services related to mental health, behavioral health and child welfare.

Section 2.2 Powers. The Corporation shall have all the powers necessary to carry

out the foregoing purposes, and all the powers of non-profit corporations organized under

the laws of the State of Maine.

Section 2.3 Non-Discrimination. In furtherance of the above objectives, the

Corporation shall be an equal opportunity employer, and there shall be no discrimination

on the basis of age, race, religion, color, creed, sex, sexual orientation, handicap, national

origin, political affiliation or veteran status:

(a) In the persons served, or in the manner of services;

(b) In the hiring, assignment, promotion, salary determination, or other condition

of staff employment;

(c) In membership of the Corporation and of its Board, which, subject to the

provisions of the Articles of Incorporation and Bylaws of the


Corporation, shall be open to all segments of the public without limitation.

Without limitation of the foregoing, the Corporation shall endeavor to identify

and include within its membership and its Board, persons who are

representative of the communities served by the Corporation.

Section 2.4 Limitations.

(a) The Corporation shall neither have nor exercise any power, nor shall it

engage directly or indirectly in any activity, that would invalidate its

status (1) as a corporation which is exempt from federal income taxation

as an organization described in Sections 501(c)(3) and 170(c)(2) of the

Internal Revenue Code of 1986 as amended from time to time (the

“Code”).

(b) The Corporation is not organized for pecuniary profit and shall not have

any capital stock. No part of its net earnings or of its principal shall inure

to the benefit of any Corporator, Director or officer of the Corporation,

or any other individual, but reimbursement for expenditures or the payment

of reasonable compensation for services rendered shall not be deemed to be

a distribution of such net earnings or principal.

(c) No substantial part of the activities of the Corporation shall be the carrying

on of propaganda, or otherwise attempting to influence legislation

(except as otherwise provided by Code Section 501(h)), and the

Corporation shall not participate in, or intervene in (including the publishing

or distribution of statements) any potential campaign on behalf of or in

opposition to any candidate for public office.

(d) Upon the dissolution of the Corporation, the Board shall, after paying or

making provision for the payment of all of the liabilities of the

Corporation, and in the discretion of the Board, dispose of all of the assets

of the Corporation to such organization or organizations organized in or

under the laws of the State of Maine and organized and operated exclusively

for charitable or educational purposes as shall at the time qualify as an

exempt organization or organizations under Code Section 501(c)(3), or the


corresponding provisions of any subsequent federal tax law, and the

purposes of which are consistent with or similar to those of the Corporation.

ARTICLE III

Corporators

Section 3.1 Corporators. The members of the Corporation shall be referred to as

“Corporators” and shall consist of those persons who may be elected to membership from

time to time by vote of the Corporators at an Annual or Special Meeting, as well as those

persons designated as Corporators under the Corporation’s Articles of Incorporation.

Corporators shall be chosen on the basis of their interest in and ability to contribute to

the advancement of the purposes of the Corporation. There shall be a minimum of 50 and a

maximum of 200 Corporators.

Section 3.2 Voting Rights. At the Annual Meeting of Corporators, Corporators shall

elect the Directors (who shall be Corporators). Corporators shall have no other voting

rights in the affairs of the Corporation, except when they are serving on its Board, and

then only in their capacity as Directors of the Corporation.

Section 3.3 Term. Each Corporator shall continue as a Corporator until such time as

(s)he resigns or is removed. The President and CEO of the Corporation will automatically

serve as a Corporator.

ARTICLE IV

Meetings of Corporators

Section 4.1 Annual Meeting. The Annual Meeting of the Corporation shall be held

in October, or at such time and place within or without the State of Maine as the

Directors shall determine, and shall be for the purposes of electing the Corporators and

the Directors of the Corporation, and transacting such other business as may come before

the meeting. If there shall be a failure for whatever reason to hold the Annual Meeting for

a period of thirty (30) days after the date for such meeting specified in the notice, or for

a period of thirteen (13) months after the last Annual Meeting, a substitute Annual

Meeting may be called by any person or persons entitled to call a special meeting of the

Corporators.


Section 4.2 Special Meetings. Special meetings of the Corporators may be called at

any time by a majority vote by the Board at a meeting of the Board called for that purpose.

The Corporators will be notified by the Secretary at least ten (10) days prior to the

proposed date of the special meeting.

Section 4.3 Notice of Regular Meetings. At least ten (10) days notice of the time,

place and purpose of the Annual Meeting or any Regular Meetings of the Corporators shall

be given or caused to be given to the Corporators by the Secretary.

Section 4.4 Record of Meetings. The Secretary or, in the absence or inability to act

of the Secretary, one of the other Directors designated by the Board and participating in the

meeting shall maintain or cause to be maintained a record of any meeting of the

Corporators.

Section 4.5 Conduct of Meetings.

(a) The Chair of the Board (the “Chair”) shall preside at all meetings of the

Corporators.

(b) One twentieth (1/20th) of the total number of Corporators present at any

meeting of the Corporators in person or by proxy shall constitute a quorum,

provided that notice of the meeting has been given in accordance with

Sections 4.2 or 4.3 of the Bylaws, as applicable. When a quorum is

present, the majority act of those present shall be the act of the Corporation

unless a greater percentage is required by these Bylaws, the Articles of

Incorporation or state law.

(c) Except as provided in Section 3.2, acts occurring at meetings of the

Corporators shall not determine the affairs of the Corporation. The act of

the simple majority of Corporators so taken participating in a duly called

meeting of the Corporators shall not be binding on the Board, but shall be

conveyed to the Board for information and consideration.

(d) A Corporator entitled to vote may vote in person or may vote by proxy

executed in writing by the Corporator or his/her attorney-in-fact.


ARTICLE V

Directors

Section 5.1 Management by Directors. All of the powers of the Corporation are vested

in the Board, and the Board shall have control and management of the affairs of the

Corporation including, but not limited to, charge of the property and business of the

Corporation except as provided in Section 3.2 of these Bylaws.

Section 5.2 Number. There shall be a Board of not less than seven (7) persons and

not more than thirty (30) persons, including the President and CEO who shall each

serve as a voting, ex-officio Director.

The Board may at any time increase or decrease the number of Directors within the

foregoing limits and fill any newly-created directorships to serve a term coincident with

the class of Directors to which such newly created directorship is assigned.

Section 5.3 Election/Term.

(a) The elected Directors shall be chosen from the Corporators and shall be

elected by the Corporators at the Annual Meeting of the Corporation.

(b) The Directors’ terms shall be staggered so that one quarter of the Directors, or

as close thereto as reasonably possible, shall expire each year. The Board

shall have the authority to modify the initial term of any Director to equalize

the number of Directors whose terms will end each year.

(c) A Director may be removed with or without cause by the vote of two-thirds of

the Corporators, at a special meeting expressly called for that purpose, and

such purpose shall be included in the notice of such special meeting. A

Director may be removed by a vote of 2/3 of the remaining Directors for (i)

failure to disclose a conflict of interest in accordance with Section 5.6; (ii)

routine failure to fulfill the obligations of the role of a Director of the

Corporation; or (iii) engaging in conduct determined by the Board to be

detrimental to the Corporation.

(d) Each Director may serve three successive four-year terms before being

required to take a one-year absence from the Board. A Director who is also

an officer in his/her twelfth year on the Board and who has been elected to

continue to serve as an officer beyond his/her twelfth year shall be eligible


for election for one additional four-year term as a Director and Corporator

without being required to take a one-year absence.

(e) Directors elected to fill an unexpired term shall be eligible for election for

three successive full four-year terms before the one (1) year’s absence is

required.

Section 5.4 Vacancies. Any vacancies among the Board may, but are not required to

be, filled by vote of the remaining Directors. The Director elected to fill the vacancy shall

serve for the balance of the unexpired term of the Director whose vacancy is being filled.

Such time served during a vacancy shall not be included in the calculation of term limits

in accordance with Section 5.3.

Section 5.5. Composition of Board. As contemplated by 13-B M.R.S.A. Section

713-A, no more than 49% of the Directors may be “financially interested persons”, which term

means:

(a) an individual who has received or is entitled to receive compensation from the

Corporation for personal services rendered to the Corporation by that individual

within the preceding 12 months, whether as a full-time or part-time employee,

independent contractor, consultant or otherwise, excluding any reasonable

payments made to Directors for serving as Directors. An individual is

considered to receive compensation for services rendered to the Corporation by

that individual if the individual is entitled to receive, other than as a shareholder

of a publicly held corporation, a portion of the net income of a corporate or other

business entity that provides, for compensation, personal services to the

Corporation; or

(b) a spouse, brother, sister, parent or child of the individual described in

subsection (a).

The failure to comply with this Section 5.5 shall not, however, affect the validity or

enforceability of any transaction entered into by the Corporation.

Section 5.6. Conflict-of-Interest Transactions.

(a) A conflict-of-interest transaction is not voidable or grounds for imposing

liability on a Director or Officer if the transaction was fair at the time it was

entered into or is approved as provided in subsections (b) and (c).


(b) A transaction in which a Director or Officer of the Corporation has a conflict of

interest may be approved before or after consummation of the transactions as

follows: the Board may authorize, approve or ratify a transaction under this

Section if the material facts of the transaction and the Director’s or Officer’s

interest are disclosed or known to the Board. The transaction may be approved

only if it is fair and equitable to the Corporation as of the date the transaction is

authorized, approved or ratified.

(c) A conflict-of-interest transaction is approved if it receives the affirmative vote

of a majority of the Directors on the Board who have no direct or indirect

interest in the transaction, but a transaction may not be approved under this

subsection by a single Director. If a majority of the Directors who have no

direct or indirect interest in the transaction vote to approve the transaction, a

quorum is present for the purpose of taking action under this Section.

(d) A conflict of interest transaction is a transaction with the Corporation in which a

Director or Officer has a direct or indirect financial interest. For the purposes of

this Section, a Director or Officer has an indirect interest in a transaction if:

(1) another entity in which the Director or Officer has a material interest or

in which the Director or Officer is a general partner is a party to the

transaction; or

(2) another entity of which the Director or Officer is a director, officer or

trustee is a party to the transaction.

(e) The Board, without regard to this Section, has authority to fix the compensation

of Directors for their services as Directors or Officers or in any other capacity.

ARTICLE VI

Meetings of the Directors

Section 6.1 Regular Meetings. The Board shall hold regular meetings, at least

quarterly, at such time and place within or without the State of Maine as the Chair

shall direct.

Section 6.2 Annual Meeting. The Annual Meeting of the Board shall be held on the

same day and in the same place as the Annual Meeting of the Corporators (Section 4.1). It


shall be called to order immediately following adjournment of the Annual Meeting of the

Corporators, and shall be for the purposes of electing the officers of the Corporation

and transacting such other business as may come before the meeting. If there shall be a

failure for whatever reason to hold the Annual Meeting of the Board for a period of

thirty (30) days after the date for such meeting specified in the notice, or for a period of

thirteen (13) months after the last Annual Meeting, a substitute Annual Meeting may be

called by any person or persons entitled to call a meeting of the Board.

Section 6.3 Special Meetings. Special meetings of the Board may be called by the

Chair, or if absent or unable to act, by the Vice Chair, or by two-thirds (2/3rds) of the

Directors.

Section 6.4 Notice of Meetings. The Secretary is responsible for appropriate meeting

notices and may delegate this authority to an appropriate individual.

Notice of the Annual Meeting or a Regular Meeting shall be given not less than ten

(10) days in advance of the Annual or Regular Meeting.

Notice of a Special Meeting shall be given at least twenty-four (24) hours in advance

of the Special Meeting.

Attendance of a Director at any meeting shall constitute a waiver of notice of such

meeting, except when the Director attends for the express purpose of objecting to the

transaction of any business because the meeting is not lawfully called or convened.

Section 6.5 Virtual Attendance at Meetings. The Directors may participate in

meetings using a variety of technological options by means of which all persons

participating in the meeting can hear each other and be heard by all others in attendance.

Section 6.6 Record of Meetings. The Secretary or, in the absence or inability to act

of the Secretary, one of the other Directors designated by the Board and participating in the

meeting, shall maintain or cause to be maintained a record of any meeting of the Board.

Section 6.7 Quorum/Vote Required. A simple majority of Directors, present in

person and/or via technological options as described in Section 6.5, shall constitute a

quorum for the transaction of business, and the act of the majority of the Directors

present at any meeting at which a quorum is present shall be the act of the Board. If a

quorum shall not be present at any meeting of the Board, the Directors present thereat may

adjourn the meeting from time to time, without notice other than an announcement at


the meeting, until a quorum shall be present. At the reconvening of such adjourned

meeting at which a quorum shall be present, any business may be transacted which

might have been transacted at the meeting as originally notified.

Section 6.8 Action by Unanimous Consent. Any action required or permitted to be

taken at a meeting of the Board may be taken without a meeting if consent in writing,

setting forth the action so taken, shall be signed by all of the Directors and filed by

the Secretary with the minutes of the meetings of the Board. Any such signatures may be

delivered in counterparts, via electronic transfer of an image of the document.

Section 6.9 Attendance. Directors are expected to attend all meetings of the Board

in person or via technology in some fashion that allows for the Director to participate in the

meeting in a meaningful way.

ARTICLE VII

Officers and Agents

Section 7.1 Officers. The officers of the Corporation shall be the Chair, the Vice

Chair, the Secretary, the Treasurer and the President and CEO.

Section 7.2 Other Officers and Agents. The Board may appoint from time to time

such other officers and agents, including Assistant Secretaries and Assistant Treasurers,

as they shall deem necessary, who shall hold their offices for such terms and shall

exercise such powers and perform such duties as shall be determined by the Board.

Section 7.3 Election/Term/Removal/Vacancies of Officers. At the Annual Meeting of

the Board, the Board shall elect the officers from among their number. Officers shall be

chosen for nomination by consensus of the Chair, Vice Chair and Governance Committee

Chair.

The officers shall hold office for terms of two (2) years, not to exceed three

(3) consecutive terms in that office, or until their successors are elected and qualified.

No Director may serve in an officer capacity for more than eight (8) consecutive years,

regardless of whether the Director served in two offices, three offices, or four offices

during that time. They may be re-elected to an office after being absent from that office

for two (2) years. Officers shall be Corporators. (See Section 5.3.) The foregoing

limitation shall not apply to the President and CEO.


Any officer may be removed from office with or without cause at any time by

the affirmative vote of the majority of the Directors. Any vacancy occurring in any office

of the Corporation shall be filled by the Board.

Section 7.4 Chair. The Chair shall preside at all meetings of the Board and

Corporators. Except as otherwise provided herein, the Chair shall appoint the standing

and other committees following the Chair’s receipt of the Governance Committee’s

recommendation for each committee assignment. The Chair shall see that all orders and

resolutions of the Board are carried into effect and perform such other duties as the Board

may prescribe from time to time.

Section 7.5 Vice Chair. The Vice Chair shall have such powers and perform such

duties as are from time to time assigned to him/her by the Board or the Chair. In the

absence or inability to act of the Chair, the Vice Chair shall perform the duties of the

Chair.

Section 7.6 Secretary. The Secretary shall be responsible for the taking of minutes

of all meetings of the Board and Corporators, shall maintain at all times a list of names

and addresses of the Corporators, Directors and officers, shall issue notices of annual

and special meetings of the Board, and of the Corporators, and shall perform of all other

duties usually incident to the office of Secretary of a corporation and those which shall be

prescribed by the Chair or the Board.

Section 7.7 Treasurer. The Treasurer shall oversee the financial affairs and goals

of the Corporation, subject to the direction of the Board. The Treasurer shall present

reports to the Board when requested and shall file an annual report at the Annual Meeting

of the Board. The Board shall provide for a proper audit of the books of the Corporation

by a Certified Public Accountant and a report of such audit shall be given at the Annual

Meeting of the Board.

Section 7.8 President and CEO. The Board shall employ one person to serve as

President and CEO who, under the direction and control of the Board, shall be

responsible for the administration of the Corporation. The President and CEO shall serve

at the pleasure of the Board. The Executive Committee shall provide to the President and

CEO a written evaluation annually and otherwise as appropriate.


ARTICLE VIII

Committees

Section 8.1 Executive Committee.

(a) Charge. The Executive Committee shall have, except as provided by law,

control of the affairs of the Corporation between meetings of the Board.

Specifically,

(1) To exercise the executive functions of the Board in the interim between

meetings in matters requiring summary attention, but it shall not of

itself establish the policies of the Board.

(2) Provide oversight of compensation and benefits for Executive

Management Staff, defined as the President and Vice Presidents of the

Corporation.

(3) To report its actions at the next regular meeting of the Board.

(b) Composition. The Executive Committee shall automatically consist of the

Chair, to serve as its chairperson, the Vice Chair, the Secretary, the

Treasurer, and up to three other members of the Board, as assigned by the

Chair. The Secretary shall serve as the Secretary of the Executive

Committee and shall provide a written report of all Executive Committee

meetings.

(c) Meetings. Meetings shall be monthly unless otherwise agreed or called by

the Chair. A majority of the members of the Executive Committee shall

constitute a quorum for the transaction of business at any meeting of the

Executive Committee.

Section 8.2 Governance Committee.

(a) Charge.

(1) The Governance Committee shall solicit recommendations for Corporators

and Directors and shall nominate individuals to serve as Corporators and

Directors. The Governance Committee shall recommend to the Chair

appointments of Directors to each Committee.

(2) At the Annual Meeting of the Corporators, the Governance Committee

shall:


(i) Present to the Corporators nominees for Corporators to be

elected at the Annual Meeting.

(ii) Present to the Corporators nominees for Directors to be elected at

the Annual Meeting.

(3) At the Annual Meeting of the Board, the Governance Committee shall:

(i) Present to the Board the slate of officers of the Corporation for

the year then beginning. Officers are elected for a two-year term,

and so it is anticipated that the slate shall be presented every other

year.

(4) The Governance Committee shall review the Bylaws every four years and

make recommendations for amendments thereto to the Executive Committee

and to the Board.

(b) Composition. The Governance Committee shall consist of at least five (5)

Committee members, at least two (2) of whom shall be Directors. The Chair

shall appoint the chairperson of the Governance Committee from the Board.

No officer shall also serve as a member of the Governance Committee. The

President and CEO shall serve the Governance Committee in an advisory

capacity.

Section 8.3 Finance Committee.

(a) Charge. The Finance Committee shall oversee the financial affairs and goals

of the Corporation, including its physical assets. It shall monitor on an

ongoing basis the financial status of the Corporation, review the

recommendations of the Corporation’s administrative officers concerning

its annual budget and advise the Board regarding the annual budget. The

Finance Committee shall oversee the development of a financial plan of the

Corporation to be reviewed annually and revised accordingly. The Finance

Committee shall also recommend to the Board policies and procedures for

paid and volunteer staff concerning salary/compensation ranges, fringe

benefits, hours of work and general working conditions of the employees

and staff of the Corporation.


(b) Composition. The Finance Committee shall consist of at least five (5)

Committee members, two (2) of whom shall be Directors. The chairperson

of the Finance Committee shall be the Treasurer of the Corporation.

Section 8.4 Public Policy Committee.

(a) Charge. The Public Policy Committee shall oversee advocacy efforts of the

organization and shall ensure the involvement of the Corporators and the

Board in such activities.

(b) Composition. The Public Policy Committee shall consist of at least five (5)


shall appoint the chairperson of the Public Policy Committee from the

Board.

Section 8.5 Development Committee.

(a) Charge. The Development Committee shall oversee the development efforts

of the organization and shall ensure the involvement of Corporators in such

activities. It shall promote a program to inform the Corporation’s various

publics about its mission and services to facilitate the attainment of the

Corporation’s financial objectives.

(b) Composition. The Development Committee shall consist of at least five (5)


shall appoint the chairperson of the Development Committee from the

Board.

Section 8.6 Audit Committee.

(a) Charge. The Audit Committee shall oversee the effectiveness of the

Corporation’s accounting policies and practices, financial reporting and internal

controls and ensure that the Corporation’s financial records are audited annually

by a firm of Certified Public Accountants. The Audit Committee is authorized

to (i) establish and review the activities of the independent auditors and the

internal auditors; (ii) review and approve the format of the financial statements

to be included in the annual report to the Board; (iii) review recommendations of

the independent auditors and responses of management; (iv) review and discuss


the Corporation’s financial reporting, loss exposures and asset control with the

auditors and management; (v) monitor the Corporation’s program for

compliance with policies on business ethics; and (vi) direct and supervise any

special investigations the Committee deems necessary.

(b) Composition. The Audit Committee shall consist of at least five (5)


shall appoint the chairperson of the Audit Committee from the Board.

Section 8.7 Quality Oversight Committee.

(a) Charge. The Quality Oversight Committee shall oversee quality improvement

efforts of the Organization and shall report progress in these areas to the Board

as information becomes available.

(b) Composition. The Quality Oversight Committee shall consist of at least five

(5) Committee members, at least two (2) of whom shall be Directors. The

Chair shall appoint the chairperson of the Quality Oversight Committee from

the Board.

Section 8.8 Other Committees of the Board. The Board also may designate such other

committees as it deems necessary for the efficient conduct of the business of the

Corporation. Such committees may be discontinued by the Board when their tasks are

completed or when they otherwise are no longer necessary in the discretion of the

Board. Each such committee shall present a written report of its activities to the Board

as appropriate, and no less frequently than at each Annual Meeting of the Board.

ARTICLE IX

Amendments

Any Director may suggest an amendment or repeal of the Bylaws. The

Governance Committee shall then investigate and make appropriate recommendations to

the Executive Committee and Board. These Bylaws may be amended or repealed or new

Bylaws adopted by a majority vote of the Board present and voting at the Annual or any

Regular or Special Meeting of the Board , provided notice of the proposed change is given

in the notice of such meeting.


ARTICLE X

Indemnification

Section 10.1 Indemnification.

(a) The Corporation shall in all cases indemnify any person who is or was a

Director or officer of the Corporation, and may (subject to subsection (b) of

this section) indemnify any other person, who is or was a party or is

threatened to be made a party to any threatened, pending or completed action,

suit or proceeding, whether civil, criminal, administrative or investigative, by

reason of the fact that he/she is or was a Director, officer, employee or agent

of the Corporation, or is or was serving at the request of the Corporation as a

director, officer, trustee, partner, fiduciary, employee or agent of another

corporation, partnership, joint venture, trust, pension or other employee

benefit plan or other enterprise, against expenses, including attorneys’ fees,

judgments, fines and amounts paid in settlement to the extent actually and

reasonably incurred by that person in connection with such action, suit or

proceeding; provided that no indemnification shall be provided for any person

with respect to any matter as to which that person shall have been finally

adjudicated not to have acted in good faith in the reasonable belief that that

person’s action was in the best interests of the Corporation or in the case of a

person serving as a fiduciary of an employee benefit plan or trust, in the best

interests of that plan or trust or of its participants or beneficiaries, or with

respect to any criminal action or proceeding, to have had reasonable cause to

believe that that person’s conduct was unlawful. The termination of any

action, suit or proceeding by judgment, order or conviction adverse to that

person, or by settlement or plea of nolo contenders or its equivalent, shall not

of itself create a presumption that that person did not act in good faith in the

reasonable belief that that person’s action was in the best interests of the

Corporation or, in the case of a person serving as a fiduciary of an employee

benefit plan or trust, in the best interests of that plan or trust or of its

participants or beneficiaries or, with respect to any criminal action or


proceeding, had reasonable cause to believe that that person’s conduct was

unlawful.

(b) Any indemnification under subsection (a), unless ordered by a court or

required by these Bylaws, shall be made by the Corporation only as

authorized in the specific case upon a determination that indemnification is

proper in the circumstances and in the best interests of the Corporation,

provided that no such determination shall be required with respect to any

person who is or was a Director or officer of the Corporation.

Indemnification of any Director or officer of the Corporation shall be

required in all cases regardless of the capacity in which such Director or

officer is or was made or threatened to be made a party to the action, suit or

proceeding. Where such a determination is required under this subsection,

that determination shall be made by the Board by a majority vote of a quorum

consisting of Directors who were not parties to that action, suit or proceeding,

or if such a quorum is not obtainable, or even if obtainable, if a quorum of

disinterested Directors so directs, by independent legal counsel in a written

opinion. Such a determination once made may not be revoked and, upon the

making of that determination, the person being indemnified may enforce the

indemnification against the Corporation by a separate action notwithstanding

any attempted or actual subsequent action by the Board.

(c) Except in the case of any person who is or was a Director or officer of the

Corporation, expenses incurred in defending a civil, criminal, administrative

or investigative action, suit or proceeding may be paid by the Corporation in

advance of the final disposition of that action, suit or proceeding as authorized

by the Board in the manner provided in subsection (b) upon receipt by the

Corporation of an undertaking by or on behalf of the person to repay that

amount unless it shall ultimately be determined that that person is entitled to

be indemnified by the Corporation. Such undertaking shall be an unlimited

general obligation of the person seeking the advance, but need not be secured

and may be accepted without reference to financial ability to make the

repayment. With respect to any person who is or was a Director or officer of


the Corporation, such expenses shall in all cases be advanced by the

Corporation, as reasonably requested from time to time, upon receipt by the

Corporation, at the time of the initial advance, of such an undertaking.

(d) Any amendment, modification or repeal of this Section shall not deny,

diminish or otherwise limit the rights of any person to indemnification or

advance hereunder with respect to any action, suit or proceeding arising out of

any conduct, act or omission occurring or allegedly occurring at any time

prior to the date of such amendment, modification or repeal.

(e) Notwithstanding the foregoing provisions of this Section or any other

provision of these Bylaws, the Corporation shall not, by granting any

indemnity or otherwise, engage in any conduct which permits the inurement

to any private individual (within the meaning of Section 501(c)(3) of the

Code) of any part of the net earnings of the Corporation.

(f) For purposes of this section, “good faith” means honesty in fact in the conduct

or transaction concerned.

Governance Committee Meeting Agenda€¦ · 30-10-2019 · GOVERNANCE COMMITTEE MEETING August 28,...

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