The management, control and operation of the Greater Rochester Community Health Foundation (GRCHF) shall be the responsibility of the board of directors, subject to any agreement the board of directors enters into with the New Hampshire Charitable Foundation (NHCF), and those powers that fall to NHCF by law or according to the governing documents. The Board of Directors shall:
- Consist of seven (7) directors who reside, work or volunteer in Strafford County, fairly representative of Strafford County’s population, including with respect to ethnicity, gender and geography. At least one director must have experience or expertise in health care or public health in New Hampshire.
- Have a one-year term and not serve more than seven consecutive one-year terms.
- Duties include:
– Keeping complete books and records of account
– Recording and keeping minutes of all meetings of the board or directors and committees
– Assuring conduct of an annual audit
– Filing of necessary reports, returns and other documents as required by law
– Determining the manner in which GRCHF funding shall be distributed to meet the mission
STATEMENT OF EXPECTATIONS
The following is a general description of the expectations of a director during their service to GRCHF:
Commits to GRCHF’s mission, vision, values and goals
“GRCHF shall strive to improve the health and well-being and reduce the burden of illness of persons residing in Strafford County, NH, and immediately surrounding communities primarily by awarding grants, making program-related investments, and providing other financial assistance to health and social service related programs, organizations and projects benefitting the residents of Strafford County, NH and immediately surrounding communities.”
- Sustains and builds a deep and broad base of trust in the community
- Is knowledgeable about GRCHF’s work
- Serves as an ambassador to the larger community
Participates in meetings of the board or committees
- Attends all required board meetings unless excused in advance and prepares for each meeting by reviewing the board packet of materials.
- Attends other key GRCHF meetings:
– GRCHF Annual Meeting, held on the last Thursday of January (unless another date is selected by the board)
– Regular attendance at committee meetings, including the Nominating and Community Advisory Committee, and others that may be established by the board, if appointed.
Provides strategic direction and oversight
- Participates in the approval of annual budget and audits.
- Monitors management and operational business decisions made through the administrative services agreements with NHCF.
- Participates in the oversight of the investment portfolio(s) and the accounting for GRCHF
- Participates in the oversight of grantmaking and other community investment strategies.
- Participates in the oversight of a Community Advisory Committee, composed in accordance with the bylaws.
- Prepares for and actively participates in a regular strategic planning process.
- Stays curious, informed and current about a broad range of concerns facing communities served by GRCHF.
Nonprofit corporate law establishes specific standards of conduct for nonprofit board members. These duties are the legal standards which guide all actions taken by the board of directors and include the duty of care, duty of loyalty and duty of obedience. (Reference: Guidebook for NH Charitable Organizations, 2017. Office of the Attorney General, Charitable Trusts Unit)
Duty of care requires board members to discharge duties in good faith, and with the care that an ordinarily prudent person would exercise in a like position and under similar circumstances. It requires board members to exercise care in all activities related to their role as board members and commits them to participate in the work of the board. Duty of care is carried out by:
- Attending board and committee meetings
- Carefully preparing for meetings in advance
- Reviewing financial reports and other critical information regularly
- Exercising independent judgment
- Requesting information needed for decision making
- Making sure federal, state and specific industry filing requirements are met
- Acting in good faith when decision making
Duty of loyalty requires board members to act in the interests of the Foundation rather than their own personal interests or the interests of another person or organization. Duty of loyalty is carried out by:
- Adhering to the conflict of interest policy
- Disclosing all conflicts
- Avoiding the use of the Foundation’s opportunities for personal gain
- Maintaining confidentiality of the information held by the Foundation
Duty of obedience requires board members to make decisions in accordance with the mission of the Foundation, to uphold its bylaws and other policies and functions and to not act in a way that is inconsistent with the central goals of the organization. Duty of obedience is carried out by:
- Ensuring compliance with all reporting requirements
- Examining all legal and governing documents
- Making decisions within the scope of the mission and law