Fix Organization Board of Directors Membership Application and Position Description

Success has nothing to do with what you gain in life or accomplish for yourself. Success is what you do for others” ~ Danny Thomas

Reminder This Is Not A Paid Position-We Are Currently Seeking Volunteers

Fix Organization Shall be governed by its Board of Directors here knows as “Board.” here knows as “Board.” The affairs of the Organization shall be managed by its Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Organization.

Qualifications & Experience

A successful candidate should have work experience in a nonprofit sector, an educational program and/or experience in a relevant community and public service programs. Also, leadership and management experience.  Preference will be given to applicants with demonstrated knowledge of Fix's mission and programs, and experience working with nonprofit, community, or public service programs. In addition, ability to fundraiser for the furtherance of Fix’s mission.

Fix Organization accepts applications from individuals for Board of Directors. This is a unique opportunity for everyone to work gain experience in the day-to-day operations of a non-profit organization.

To Apply:

We are pleased that you are considering joining us. Interested candidates should submit resume directly to hesara@hesaraorganization.org or Hesaraorganization@gmail.com. Please write “Fix Organization Board of Directors” in the subject heading of the email

Please let us know if we can provide any other additional information. We can be reached at (hesara@hesaraorganization.org or  hesaraorganization@gmail.com). We look forward to hearing an encouraging response from you.

Organization Background

The Fix Organization is a nonprofit organization, also, Fix Organization meets the requirements and obtained 501 (c) (3) tax-exempt status that qualifies for tax exempt status by IRS under section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. Thus, Hesara Organization qualifies as a nonprofit organization to receive funds.  

Fix Organization welcomes and encourages applications from all. Fix has a strong commitment to the principles of diversity and inclusion. Hesara prohibits discrimination based on race, color, religion, national origin, ancestry, age, gender, sexual orientation, marital status, medical condition, physical or mental disability, or on any other basis protected by applicable laws. The Organization is committed to creating an equal opportunity, a safe and welcoming environment for all.

Fix Organization welcomes and encourages applications from all. Hesara has a strong commitment to the principles of diversity and inclusion. Hesara prohibits discrimination based on race, color, religion, national origin, ancestry, age, gender, sexual orientation, marital status, medical condition, physical or mental disability, or on any other basis protected by applicable laws. The Organization is committed to creating an equal opportunity, a safe and welcoming environment for all.

Reminder This Is Not A Paid Position. We Are Currently Seeking Volunteers

“The concept of  obligation  and helping other people, it now seems, is not a luxury - it is a necessary condition for human existence.”

Sincerely,

On Behalf of the Hesara Organization Team

We would kindly recommend that you READ the following information please:  

·       General Powers

·       Number

·       Tenure

·       Requirements, and Qualifications

·       Regular and Annual Meetings

·       Special Meetings

·       Notice

·       Quorum

·       Forfeiture

·       Vacancies

·       Compensation

·       Informal Action by Directors

·       Section 11. Confidentiality

General Powers

The affairs of the Organization shall be managed by its Board of Directors.  The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Organization.

Number

The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than three (3) nor more than nine (9) including the following officers: The President/CEO, the Vice-President, the Secretary, and the Treasurer. Membership on the Board shall not be limited to members of any ethnic group or nationality. The Board shall strive for its membership to be balanced in terms of gender, ethnicity, etc.

Tenure

The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.  All members of the Board of Directors and Advisory Council must be approved by a majority vote of the members present and voting.  No vote on new members of the Board of Directors, or Advisory Council, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.

No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.

Each member of the Board of Directors shall be a member of the Organization whose membership dues are paid in full and shall hold office for up to a four-year term as submitted by the nominations committee.

Newly elected members of the Board of Directors who have not served before shall serve initial one-year terms.  At the conclusion of the initial one-year term, members of the Board of Directors may serve additional three-year terms.  Their terms shall be staggered so that at the time of each annual meeting, the terms of approximately one-third (1/3) of all members of the Board of Directors shall expire.

Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.

Requirements, and Qualifications

Each member of the Board of Directors shall contribute at least one hundred cash dollars ($100) to the organization annually, all or part of which may come from the tax deductible value paid for or solicited by the Board member, and received by the Organization.  No contribution credit shall be given for in-kind donations.  Provided, however, that the $100 cash requirement for any member who joins after the beginning of the fiscal year for his or her initial one-year term shall be prorated accordingly.

Regular and Annual Meetings

An annual meeting of the Board of Directors shall be held at a time and day in the month of September of each calendar year and at a location designated by the Executive Committee of the Board of Directors.  The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board.  Notice of the annual meeting shall be sent to all members of the Board of Directors no less than 120 days prior to the meeting date. Notice of the monthly meetings shall be sent to all members of the Board of Directors no less than ten (10) days prior to the meeting date.

Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President/CEO or any two members of the Board of Directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any location or online platform as the place for holding any special meeting of the Board called by them.

Notice

Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Quorum

The presence, in person of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice.  The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Forfeiture

Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article shall automatically forfeit his or her seat on the Board.  The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy.  Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.

Vacancies

Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.  Vacancies may be created and filled according to specific methods approved by the Board of Directors.

Compensation

Members of the Board of Directors shall not receive any compensation for their services as Directors.

Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 11. Confidentiality

Directors shall not discuss or disclose information about the Organization or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Organization’s purposes, or can reasonably be expected to benefit the Organization.  Directors shall use discretion and good business judgment in discussing the affairs of the Organization with third parties.  Without limiting the foregoing, Directors may discuss upcoming fundraisers and the purposes and functions of the Organization, including but not limited to accounts on deposit in financial institutions.

Each Director shall execute a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

In addition:

·         According to the California Attorney General’s Guide for Charities: No director may resign where the corporation would then be left without a duly elected director in charge of its affairs

·         In California, any theft, embezzlement, diversion or misuse of a nonprofit organization's charitable property or funds, regardless of the amount of the loss, must be reported on Form RRF-1, the annual filing with the California Attorney General

·         Agreement applies to all volunteers associated with and/or involved in the activities or affairs of Community Action Agency of Fix Organization. This includes all activity associated with Fix Organization at its main office and all outreach and activates sites locations

·         All data, materials, knowledge and information generated through, originating from, or having to do with Fix Organization or persons associated with our activities, including contractors, is to be considered privileged and confidential and is not to be disclosed to any third party. All pages, forms, information, designs, documents, printed matter, policies and procedures, conversations, messages (received or transmitted), resources, contacts, e-mail lists, e-mail messages, client, staff or public information is confidential and the sole property of Fix Organization

·         This also includes, but is not limited to, any information of, or relating to, our staff, members, operations and activities. This privilege extends to all forms and formats in which the information is maintained and stored, including, but not limited to hardcopy, photocopy, microform, automated and/or electronic form. Community, organization and members information, including all file information, is not disclosed to any third party, under any circumstances, without the consent of the Fix Organization Board and the Executive Directors

·        Any disclosure, misuse, copying or transmitting of any material, data or information, whether intentional or unintentional, will subject you to disciplinary action and/or prosecution, according to the procedures set by Fix Organization bylaws and any applicable laws

·         When you are leaving Fix Organization you must delete all information and copies of it from your system

 Nonprofit Board Legal Responsibilities

 

Board candidates that seek a position on the board of directors of nonprofit organizations are typically passionate about the organization that they want to serve. It’s important that all board members of nonprofit organizations understand the legal responsibilities that they hold relative to their positions on the board. Failing to fulfill their responsibilities according to the law may have dire consequences to the individual, as well as to the organization.

A nonprofit board oversees the organization’s assets and makes sure that the nonprofit is on sound financial footing. Active oversight includes watching over the organization’s operations and people. The board has responsibility for maintaining legal and ethical accountability for its staff and volunteers.

The Three D’s

The principles of non-profit corporation law are well established. All board members must meet certain standards of conduct and pay strict attention to their individual and collective responsibilities to the organization and its members. Individual states may have their own laws regarding legal responsibilities of board members that serve on nonprofit boards. Nonprofit board members should be aware of any state laws that affect their position on the board. In addition to state laws, the legal duties of nonprofit board members are defined nicely as “the three D’s,” which include duty of care, the duty of loyalty, and the duty of obedience.

Duty of Care

Board members use their own judgment to participate in decision-making on behalf of the organization. The responsibility for making informed judgments lies with the board member, which means they need to secure facts and ask questions to get clarity of the issues. Duty of care also means that board members should seek out independent professional advice when decisions relate to buying or selling significant assets or when entering into material contracts.

The Office of Inspector General and the American Health Lawyers Associations state that board members are responsible for two facets of legal compliance with regard to duty of care:

1.      To ensure that an information and reporting system exists

2.      The reporting system is adequate to flag board members in a timely manner when the organization is threatened by legal concerns

Duty of Loyalty

Having a duty of loyalty means that board members must cast aside any personal or professional interests and place the interests of the non-profit ahead of them. Loyalty also means respecting the confidentiality of the organization’s affairs by not disclosing them to outside individuals in a way that leads to loss of opportunity for the organization.

Duty of Obedience

Board members have the responsibility for making sure that the organization complies with all federal, state, and local laws and regulations. It also means that board members should remain faithful to the organization’s vision and mission.

 https://www.boardeffect.com/blog/non-profit-board-legal-responsibilities/