Article I: Name
The name of the consultative body serving the EnVision Resolution Foundation (hereinafter referred to as “ER”) is the EnVision Resolution Foundation Advisory Board (hereinafter referred to as “the Board”). The Board shall be formed and exist at the pleasure of the President/Chief Executive Officer (CEO).
Article II: Mission
The mission of the Board is to use its professional and community experience to help the President/CEO develop and implement ER’s mission and goals. The Board serves as a consultant, providing fiduciary oversight, for the ongoing evaluation of goals, improvement of programs and processes, and helps keep the President/CEO informed of new funding opportunities, business trends, practices, and more. The Board also helps identify prospective interns and staff, request for proposals, potential clients, and assist and support the fundraising efforts of ER.
Article III: Objectives
- The work of the Board shall include but not be limited to the following:
- Assisting President/CEO in long-range planning, especially in developing programs and activities to serve the needs of the community.
- Aiding in ER’s continuous improvement process by providing input in curriculum and program development.
- Assisting ER in community relations by acting as an ambassador when attending community events on behalf of ER – to help publicize ER through connections to the media and other influential organizations.
- Assisting ER in recruiting outstanding students, developing quality student internship opportunities and in the career placement of graduates.
- Assisting President/CEO in determining development needs, assisting with the directing, formulation and implementation of fundraising activities for meeting those needs, and promoting the programs of ER.
- Assisting in identifying, involving, and soliciting potential new Board members.
Article IV Membership
Section 1. Board Composition
The Board shall be comprised of five Board Leaders and up to eight At-Large Members.
- • The President/CEO, Board Chair, Vice Chair, Secretary, and Principal Business Consultant shall make up the Board Leadership, the Executive Board.
- • At-Large Members should represent a special interest. They are a representative of a committee, volunteer, staff, contractor, or impacted community.
Section 2. Qualification for Membership
- A strong understanding and belief in the mission and vision of ER.
- Experience and expertise in business (accounting, marketing, finance, management, or economics), health systems, public health, public policy, human rights, advocacy, law, and/or civic and community engagement.
- Recognition and respect in the business community and wide acquaintanceship within key constituencies.
- A willingness to devote time and support to ER.
Section 2. Classes of Membership
There shall be two classes of Board membership: regular and ex-officio.
- Regular Members: Nominations for new members are endorsed by the President/CEO then decided by a majority vote of the current board members. Terms shall be two years in duration and renewable by majority vote by the current board.
- Ex-Officio members: Ex-officio members include: President/CEO, Staff, and Interns. The President/CEO is the only ex-officio member with voting privileges; all other ex-officio members are non-voting members. Non-voting members will have the opportunity to participate in the discussions of the Board and to make reports to the Board.
Article V Officers
All officers will be nominated by the Board for the President/CEO’s appointment. Officers will serve two-year terms. No person shall serve more than two consecutive terms in the same office. The initial term of office for officers in place at the time of the adoption of these bylaws is two years.
Officers will normally be elected at the 3rd quarter meeting and will take office on January 1 of the following year.
- Chairperson The Chairperson shall preside over meetings of the Board, assist in the achievement of its goals, and may appoint all committee chairs, and form ad hoc committees or ask individuals to take on additional tasks as necessary. The Chairperson sets the meeting agenda in collaboration with the President/CEO.
- Vice Chairperson The Vice Chairperson shall, in the Chairperson’s absence, preside over meetings and exercise the powers of the Chairperson and shall succeed the chair in the event that the Chairperson is unable to complete his/her unexpired term.
- Recording Secretary
The Recording Secretary will take the meeting minutes and email them to the board members.
Article VI Committees
The work of the Board will be accomplished partly through committees. The Chair may establish ad-hoc committees with such powers and duties and for such
length of time as it shall determine. The Board may establish standing committees in which members will serve three-year terms. Appointment to a Committee requires a majority vote of the Board Members then in office.
The Chairperson will normally confirm appointments to standing committees at the spring meeting and to other committees as needs arise.
- Amendment: Recommendations for amendments shall be submitted in writing to the President/CEO for consideration no less than thirty
Article VII Meetings
The Board will typically meet four times annually. Notice of any meetings, meeting agenda and necessary Board materials will typically be sent at least one week before the meeting. A quorum for the transaction of business at any regular or special meeting shall be one-half of the regular Board members. Attendance at meetings is highly encouraged by all Board members.
Article VIII Adoption, Amendment and Interpretation of the By-Laws Adoption
The Board may recommend additions or amendments to the bylaws by approval of President/CEO and a majority vote of those presently in office. Bylaws and amendments will immediately take effect upon ratification by the Board.
- Amendment: Recommendations for amendments shall be submitted in writing to the President/CEO for consideration no less than thirty (30) days prior to any meeting and the advance copies of Board materials shall include a draft of any approved amendments.
- Interpretation: The Board, in conjunction with the President/CEO, shall resolve all questions of interpretation of this document.