Edit Board Info Nonprofit Details Nonprofit Name EIN Maturity --- not set --- Start-Up (0-2 years) Growing (3-5 years) Mature (6+ years) Size --- not set --- Less than 10 employees 10-25 employees 26-50 employeees 51+ employees Budget --- not set --- Less than $25,000 $25,000-$100,000 $100,000-$500,000 $500,000-$2 million $2 million-$10 million More than $10 million How did you learn about BoardBank? Not Provided Cincinnati Cares United Way Website/Staff Family/Friend/Co-Worker ArtsWave - Partner Interact for Health - Partner Leadership Council for Nonprofits OneSource Executive Service Corps. - Partner GreenLight Fund - Partner Pro Bono Partnership of Ohio - Partner JPS Non Profit Strategies - Partner Other Organization / Program Nonprofit Contact Info First name Last Name Position Phone Email Director First Name Director Last Name Director Phone Director Email Director Email Board Information Formatted Board Description Visual Text Section 1. <strong><u>Powers of Board</u></strong>. The business and affairs of the Foundation shall be managed by a Board of Trustees to establish operating principles. Board Description Section 2. Number, Term, Election. The Board of Trustees shall be composed of at least two, but no more than six members. The members of the Board of Trustees shall be appointed by the Executive Officer. The minimum or maximum number of Trustees may be increased or decreased from time to time by amendment to the Bylaws of the Foundation, but the minimum shall never be reduced to less than three (2) Trustees. Trustees shall serve terms of two years, commencing on January 1 and ending on the second succeeding December 31st. It is intended that terms of Trustees be staggered in order to provide consistency and to prevent serving terms ending at the same time. In order to accomplish this objective, Trustees may be appointed to a term of fewer than two years as deemed necessary and appropriate by the Executive Officer. Section 3. Removal. Any Trustee may be removed, with or without cause, if deemed necessary, by action of the Executive Officer. Section 4. Compensation and Expense. No Trustee shall be entitled to receive any compensation for his or her service as an Executive Director of the Foundation, except as provided for in Article VIII, Section 5. A Trustee may, however, be reimbursed for properly documented expenses incurred in connection with performance of duties as a Director. Section 5. Presumption of Assent. A Trustee of the Foundation who is present at a meeting of the Board of Trustees in which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered in the minutes of the meeting, or unless he or she shall file his or her written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Foundation within five (5) business days immediately following the adjournment of the meeting. Such right to dissent shall not apply to a Trustee who voted in favor of such action at the meeting. Section 6. Conflict of Interest Policy. Transactions between the Foundation officers and family members are prohibited. The related parties may conduct transactions if all of the following criteria are met: The transaction is in compliance with Ohio Statutes. The transaction is not a loan to an officer or board member or is in his or her personal interest. All reimbursements shall be properly documented. The related party is excluded from any discussion and approval by the Board related to such transaction, except to answer questions from members of the board regarding matters of fact related to the transaction. An independent valuation or comparable valuation study is performed which indicates that the amount paid by the Foundation to any related party for goods or service is reasonable and does not exceed the fair market value of such goods and service. The Foundation’s Board determines that the transaction is fair to and in the best interests of the Foundation. The transaction, if meeting criteria as material, is properly disclosed in the Foundation’s financial statements. Formatted Board Requirements Visual Text ARTICLE IV MEETINGS OF THE BOARD OF TRUSTEES Section 1. Location. Meetings of the Board of Trustees, regular scheduled, special or annual shall be held at such acceptable place as a matter of course unless the members of the Board agree to hold such meetings at another location. Section 2. Notice. Regular scheduled meetings of the Board may be called by the Vice Chairman on not less than fifteen (15) days notice to each Trustee. Special meetings of the Board of Trustees may be called by Executive Officer on at least five (5) days’ notice to each Director. Notice shall be given either personally, by mail, by telephone or by electronic means (email or text message, if applicable). Meeting agendas will be provided on the day of the meeting. Section 3. Annual Meetings. Annual meetings of the Board of Trustees may be held after the 1st of January of each year for the purpose of transacting any business to come before the meeting. This meeting can be postponed but shall be held no later than March 1st of each year. Section 4. Waiver of Notice. Notice of any regular, special or annual meeting need not be given to any Executive Officer who submits a signed waiver of notice either before or after the meeting, or who attends such meeting without protesting thereto at its commencement, the lack of notice to him or her; neither the business to be transacted at, nor the purpose of any regular, special or annual meeting of the Board of Trustees need to be specified in the notice or waiver of notice of such meeting. Section 5. Quorum, Voting. At any meeting of the Board of Trustees, (a) a majority of the Trustees then in office shall constitute a quorum for the transaction of business, and (b) the vote of a majority of Trustees present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Trustees. Except where proscribed by applicable law, the Executive Officer shall be deemed present at any meeting of the Board of Trustees for purposes of determining whether a quorum is present and for purposes of casting his or her vote if he or she has executed in writing a proxy and submitted such proxy to the Secretary. If a quorum shall not be present at any meeting of Trustees, the Trustees present may adjourn the meeting from time to time, without notice other than announcement at the meeting at which the adjournment is taken of the time and place to which the meeting is adjourned, until a quorum is present. Section 6. Action by Written Consent. Any action required or permitted to be taken by the Board of Trustees or any committee of the Board of Trustees may be taken without a meeting if all the members of the Board of Trustees or the committee consent in writing to such action. Any such action written by the members of the Board of Trustees or committee shall be filed with the minutes of the proceedings of the Board of Trustees or committee of the Board of Trustees. Section 7. Telephone Meetings. Meetings of the Board of Trustees of the Foundation may be conducted by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear and speak to each other synchronously. Participation in such meeting shall constitute presence in person at the meeting. Board Requirements Formatted Onboarding Visual Text Onboarding Time Commitment (hours/month) 1 to 3 3 to 5 5 to 7 7+ -- Parent -- Add New When Board Meets Where Board Meets Board Size --- not set --- Under 10 members 11-20 members 21+ members Board Donations We expect our board members to make sizable contributions. Please contact for more information. We require a specific amount of “give or get” for all board members. We strive for 100% board giving, but have no strict guidelines around financial contributions. -- Parent -- Add New Additional donation expectation information Board Info to Listings --- not set ---
