Policy Manual

Board: The board consists of all officers and directors elected by the membership of the American Council of the Blind of Ohio (ACBO). The immediate past president and the executive director are ex officio members of the board.

Executive Committee: The executive committee will consist of the officers of the ACBO board and will handle all matters referred to the board between quarterly board meetings and annual business meetings. The executive committee is accountable for its actions to the full board and, as with the full board, is ultimately accountable to the ACBO membership in convention assembled. This committee will meet as necessary to prepare issues to be presented to the full board and/or to make decisions on behalf of the board when it is not possible to assemble a quorum of the board.

Staff: The staff consists of the executive director and any employees hired by the executive director.

Organizational Documents committee: The organizational documents committee has the duties of defining new policies, keeping policies updated, and bringing forth to the board any policies that need to be ruled upon; see section 1.2.

Board policies: These are the policies set forth in this document and which fall within the framework of the ACBO constitution.

1.2: Purpose

The purpose of board policy is to establish the parameters and guidelines for board members, committees, the executive director, and staff by doing the following:

Inform all concerned individuals of board intent, goals, and aspirations
Prevent confusion among board members, staff, and the public
Promote consistency of board action
Eliminate the need for instant (crisis) policy making
Reduce criticism of the board and management
Improve public relations
Clarify board member, executive director, and staff roles
Give ACBO staff a clear direction from the board

The organizational documents committee of ACBO has the responsibility of developing policy for the governance of ACBO, where the policies will be presented to and approved by a majority vote of the members of the ACBO board of directors at a board meeting.

1.3: Executive Committee Policies Are Not Board Policies

The ACBO board makes an important distinction between board policies and executive committee policies. Board policies establish the broad parameters within which the board, executive committee, and staff will operate. Executive committee policies developed by the executive committee and the organizational documents committee working together and implemented by the executive committee, outline the specifics of how the organization and staff will operate within board policy.

The executive director develops policies appropriate to his/her staff; the executive director then informs the board that staff policies are in place. The board is not directly involved with developing staff policies other than to ensure that the executive director has properly carried out that project.

Once the board officially adopts a new board policy, that policy is the standard for dealing with the subject matter covered by it. If an issue comes before the board that is not in line with existing policy, the issue is out of order and will be considered only in terms of policy change by the organizational documents committee.

1.4: Policy Requires a Majority Vote of the Board

All policy decisions will be made by majority vote of the board and only at board meetings. Before adopting any policy, all board members will receive a copy of the proposed policy in advance of the meeting at which the vote is to be taken.

1.5: Source of Policies

Policies may be recommended to the board by committees of the board, individual board members, the executive committee, or the executive director. All proposed policies will be researched by the organizational documents committee to ensure that they are legal and do not contradict already established policy or the constitution and/or bylaws of ACBO. If approved by the board, policies will be written, coded, dated at time of approval, and included in all copies of the board policy manual.

1.6: Considerations for All Policies

All policies proposed to the board should be tested. Is the proposed policy:

Necessary for good operation of ACBO
Consistent with its mission statement
Within the scope of board authority
Consistent with local, state, and federal law
Compatible with other policies of this board
Practical
Broad enough to cover the subject completely
Enforceable

1.7: Accountability for Carrying Out Policies

The executive director serves at the pleasure of the board and is accountable to the board for carrying out these policies, ensuring that all policies are effectively explained to the employees and board members, and making every reasonable effort to see that they are understood, accepted, and complied with.

1.8: Distribution of Policy Manual

A copy of the board policy manual will at all times be available in the ACBO office, in print and electronic formats, for review and inspection by employees and board members. Each board member will receive a revised policy manual annually. This may be distributed by any of the following: e-mail, braille, or large print.

1.9: Amendment or Suspension of Policy

All policies will be reviewed annually by the organizational documents committee of the board for accuracy and appropriateness, and recommendations may be made to the board for amendment, addition, or elimination. Except as otherwise provided by law, any policy of the board may be suspended, repealed, amended, or waived by a majority vote of the board, provided that notice has been given at least two full weeks in advance to all board members of the intention to consider revocation, repeal, amendment, or waiver.

Chapter 2: Corporate Structure/Board

2.1: Organization: Establishment of the Organization

ACBO is incorporated in the state of Ohio as a nonprofit corporation. The board of directors is its governing body. ACBO shall be operated in accordance with the laws of the state of Ohio; the organization’s constitution, bylaws, and board policies; and generally accepted business practices that will accomplish the ACBO mission. Because ACBO has an IRS 501(C)(3) tax status, ACBO shall comply with constraints set forth by the IRS.

2.2: Authority of the Board of Directors

Each member of the ACBO board, elected or appointed from and by the membership of ACBO, is legally and morally responsible for all activities of ACBO. All members of the board share in a joint and collective authority which exists and can only be exercised when the group is in session.

2.3: Board Member Commitment

Serving as a board member of ACBO involves a special commitment. To meet that commitment, board members are expected to:

Ensure adherence to ACBO’s mission
Attend and actively participate in all of the board’s meetings and notify the executive committee or president of anticipated absence
When absent from a meeting, review minutes and results of the missed meeting
Take all necessary steps to be prepared to participate fully in board and committee meetings
Serve actively on at least two committees
Speak for the full board only when the full board sanctions doing so

2.4: Board Delegation of Policy Interpretation to Staff and Public

The board delegates to the executive director responsibility for policy interpretation to the staff and public, and for rule making, issuance of procedural directives, and guidelines not specifically covered or detailed in the board policy manual. Such interpretations, rules, and directives have the force of board regulations unless and until superseded by board action.

2.5: Board Member Rights

Members of the ACBO board are granted certain specific rights. All board members have the right to:

Receive advance notice of board meetings and the agenda
Attend and participate in board meetings
Examine ACBO’s books, records, meeting minutes, financial statements, and contracts
Place items on the board meeting agenda at the appropriate time

2.6: Duty of Board Members Not to Compete

A board member shall not use his/her position on the ACBO board to prevent ACBO from competing with the board member’s business. It is expected that board members, even after they complete board service, shall not use or reveal member lists or other confidential information acquired by virtue of being a member of the board.

2.7: Soliciting or Receiving Gifts

Members of the ACBO board must never offer, give, solicit, or receive any form of bribe or kickback through their connection to ACBO. Board members must never solicit a personal gift of any kind from anyone who does business with ACBO. This restriction applies to both actual and proposed business transactions involving ACBO.

2.8: Board Member Conflict of Interests

Board members have a duty to subordinate personal interests to the welfare of ACBO and those served. Conflicting interests can be financial, personal relationships, status, or power.

Board members are prohibited from receiving gifts, fees, loans, or favors from suppliers, contractors, consultants, or financial agencies, which obligate or induce a board member to compromise responsibilities to negotiate, inspect or audit, purchase or award contracts, with the best interest of ACBO in mind.

Board members are prohibited from knowingly disclosing information about ACBO to those who do not have a need to know or whose interest may be adverse to ACBO, either inside or outside ACBO, nor may board members in any way use such information to the detriment of ACBO. Board members of ACBO found to be in violation of this policy are subject to disciplinary action. If the executive committee determines the infraction is serious enough, dismissal from the board and/or legal action may follow.

Board members may not have a significant financial interest in any property which ACBO purchases, or a direct or indirect interest in a supplier, contractor, consultant, or other entity with which ACBO does business.

Since it is not possible to write a policy that covers all potential conflicts, board members are expected to be alert for and avoid situations which might be construed as conflicts of interests.

Any possible conflict of interests on the part of any board member should be disclosed to the other board members and made a matter of record, either through an annual procedure or when the interest becomes a matter of board action.

Any board member having a conflict of interests or possible conflict of interests should not vote or use his/her personal influence on the matter, and he/she should not be counted as part of a quorum for the meeting. The minutes of the meeting should reflect that a disclosure was made, the abstention from voting, and the quorum situation.

These restrictions should not be construed as preventing the board member from briefly stating his/her position in the matter, nor from answering pertinent questions of other board members, since his or her knowledge could be of assistance to the deliberations.

All board members will be required to complete the “Conflict of Interest” statement. This policy will be reviewed by the board annually and given to each new board member for signature during orientation.

2.9: Conflict of Interest Statement

Each officer, director, and member of the ACBO staff shall sign a copy of this document, found in the appendix, before the beginning of the new year.

2.10: Legal Obligations of Board Members: Prudence and Good Faith

The ACBO board is both responsible and liable for ACBO. The ACBO board and the law require every board member to follow the rule of the reasonably prudent person and the principle of good faith.

The rule of the reasonably prudent person means the board will not:

Mismanage ACBO by deviating from fundamental management principles, such as planning carefully for the future of ACBO, regularly reviewing the financial status of ACBO, and monitoring compliance with board policies
Fail to govern by utilizing all control systems to govern ACBO
Be involved in self-dealing that provides personal gain to board members

The principle of good faith means that board members will:

Attend all board and committee meetings to be a part of board actions
Read and understand ACBO’s policies, and the constitution and bylaws
Be attentive to corporate affairs and keep informed concerning organization activities
Ensure that ACBO is in compliance with legal requirements
Avoid self-dealing

2.11: Legal Requirements of Board Members: Trust and Liability

All ACBO board members will be expected to recognize and accept their legal position as governing agents of ACBO. A board member of ACBO occupies the role of a fiduciary with regard to those served. A fiduciary is a person who holds something in trust for another. If ACBO board members violate their trust or fiduciary duty, they may be subject to legal consequences. The duties and responsibilities of board membership attach automatically when board members accept the office.

There is a certain amount of liability involved with being a board member, so the board will annually discuss the liability issue to be certain that the board is adequately covered through the corporation’s board of directors liability insurance.

2.12: Ethical Obligations of Board Members

The board will annually approve a code of ethics for board members. All board members will be given a copy of the code of ethics and will be expected to adhere to the provisions of that code.

2.13: Maintaining Ethical Credibility

Because the conduct of the board has a direct impact on public and member perceptions about ACBO, board members will maintain an appearance of high credibility in adhering to legal and policy requirements.

Board members will be active and encourage all other board members to be active by attending meetings, studying, questioning, voting on all issues, monitoring progress, and maintaining active committees.

Board members will vote against proposed actions if they feel there is insufficient information on which to base an opinion. Minutes of each meeting shall be written in a professional style, maintained in an archive, and all votes properly recorded.

Board members shall adopt formally, by motion, any rules, regulations, policies, and budgets.

Board members will keep policy and procedure manuals up to date for ready reference and have rules and regulations available and posted for staff and members.

Board members will review fiscal records and controls at regular intervals.

The treasurer and/or a budget committee shall ensure that standard budget forms and annual report forms are prepared and filed as required by law.

2.14: Political Contributions

Members of the ACBO board shall never make political contributions on behalf of ACBO. If a board member takes an active part in the political process, it must be done at the board member’s personal expense. ACBO will not reimburse anyone for a political contribution.

2.15: The ACBO Board Code of Ethics Pledge

As a member of the ACBO board, I will:

Listen carefully to my teammates and those served by ACBO
Respect the opinion of other board members
Respect and support the majority decisions of the board
Recognize that all authority is vested in the board when it meets in legal session and not with individual board members
Keep well-informed of developments that are relevant to issues that may come before the board
Participate actively in board meetings and actions
Call to the attention of the board any issues that I believe would have an adverse effect on the needs of members of ACBO and interpret the action of ACBO to its members
Refer member or staff complaints to the proper level on the chain of command
Recognize that the board member’s job is to ensure that ACBO is managed, not for the board member to attempt to manage ACBO beyond that member’s position in the board hierarchy
Vote to hire the best possible person to manage ACBO
Represent all members of ACBO and not a particular geographic area or special interest group
Consider myself a “trustee” of ACBO and do my best to ensure that ACBO is well maintained, financially secure, growing, and always operating in the best interests of members
Work to learn more about the board member’s job and how to do it better
Declare any conflict of interests between my personal life and my position on the ACBO board, and avoid voting on issues that appear to be a conflict of interest

As a member of the ACBO board I will not:

Be critical, in or outside the board meeting, of other board members or their opinions
Use ACBO or any part of ACBO for my personal advantage or the personal advantage of my friends or relatives
Discuss the confidential proceedings of the board outside the board meeting
Promise prior to a meeting how I will vote on any issue in the meeting
Interfere with duties of the president or undermine the president’s authority

2.16: The ACBO Board Member Confidentiality Agreement

As a requirement for service on the ACBO board, all board members will be required to read and sign the confidentiality agreement contained in the appendix.

2.17: Enforcement of Board Ethics Policies

Any board member who believes that a fellow board member has acted unethically should first review current board ethics policy. Board members should not file or encourage the filing of ethics complaints that are frivolous and intended to harm the respondent rather than to protect ACBO.

If the board member continues to believe a fellow board member has acted unethically, he/she should seek resolution by discussing his/her concerns with the colleague if such discussion is likely to be productive and does not violate any individual’s right to privacy.

If this discussion, or other informal attempts to address the concern, fails to resolve the problem, the board member should bring the concern to the attention of the president. If the concern relates to the president, the issue should be brought to the attention of the 1^st vice president.

The president may choose to address the concern individually with the member in question or refer the concern to the executive committee.

Board members shall cooperate in ethics investigations, proceedings, and resulting requirements. In doing so, they should make reasonable efforts to resolve any issues as to confidentiality. Failure to cooperate is itself an ethics violation.

2.18: Annual Business Meeting

There shall be an annual business meeting of ACBO held in conjunction with its state convention with the general membership in attendance. At said meeting, the membership shall be apprised of ACBO board actions and plans, the purpose being that the board shall seek approval and direction from the membership. The board of directors shall be directed by the will of the membership through majority vote of the membership in convention assembled. The annual business meeting and convention, by decision of the board, shall be held within 30 days of November 1 of each year.

2.19: Board Planning

To ensure that planning is based on the needs and preferences of current and potential members, ACBO board and management will annually conduct a realistic assessment of ACBO endeavors and service capabilities and analysis of trends likely to impact the future of ACBO. ACBO board and management will then annually develop an organizational plan that is based on identified needs and preferences of current and potential members, and appraisal of ACBO programs, mission, and actions.

2.20: Maintenance of ACBO Documents

Documents in the archive shall be on a digital device. All files in the digital archives shall be in a form easily converted into print or screen reader accessible files. A duplicate archive may be kept in another secure location such as a password-protected online location, making the archive readily available to all authorized board members.

So long as ACBO shall maintain a brick-and-mortar presence that does not include the home or rented facility of an ACBO officer, archived documents may be stored digitally or in print at the ACBO facility for perusal by the incoming secretary or other interested individuals.

2.21: Nomination and Election of Board Members

It is the responsibility of the ACBO board to perpetuate itself by means of a nominating committee which it shall appoint. The committee shall select qualified individuals and accept suggestions from among the membership and present a slate of these candidates to the membership at the annual business meeting for election to the board of directors. Candidates for election must be persons who:

Believe in the cause and mission of ACBO
Commit completely to the board member responsibility for ACBO
Participate actively as part of the ACBO board team
Lead within their respective communities and will advocate for ACBO

The ACBO president will periodically remind board members and the executive director to submit board candidate recommendations to the nominating committee to be filed for use at the appropriate nomination time.

Terms of office and election procedures will be as specified in the ACBO constitution and bylaws.

2.22: Vacancies on the Board

When vacancies occur on the board other than normal expiration of terms, the president in consultation with the board of directors will appoint to fill such vacancies. Such appointments stand until the next annual meeting at which time such positions must stand for election to complete any unexpired terms. Appointees may run for election at that time provided they meet all requirements to be a member of the board.

The process for appointment to vacancies on the board will be as follows:

The president will accept recommendations from the board of directors and the executive committee. This may be done via email or other means of digital communication or via teleconference meetings.
A list of the nominees will be submitted to all board members prior to the meeting at which the board will fill the vacancies or prior to the call for an email vote by the president.
Appointment to fill a vacancy will be made only by a majority vote of the board members either voting by email or present at an official meeting of the board.
The president will notify the successful appointee who will be seated at the next regular board meeting. However, if circumstances permit, the newly appointed board member may be seated immediately after the time of appointment.

2.23: Removal of Board Members

It is the policy of the ACBO board to remove board members who fail to perform the expected duties of a board member. A board member may be removed from the board because of:

Negligence of board duties and responsibilities
Failure to attend board meetings regularly
Illegal activity as a member of the board
Acting in any manner judged by the board as detrimental to ACBO

A member of the board may be removed only by a majority vote of all currently serving board members, and the motion to remove will clearly state the cause for removal.

2.24: Meeting Attendance Requirement

It is the policy of ACBO board that board members must attend meetings to maintain governance continuity, to be fully informed about the issues on which they will vote, and to meet their responsibility to contribute to the decisions the board is required to make.

If a board member will be absent from all or part of any meeting, that board member is expected to contact the Presiding officer or the Secretary as soon as the need to be absent is known.

If a board member has had two consecutive unexcused absences from board meetings, that board member shall be removed from membership on the board. That individual has 30 days to appeal for reinstatement by a majority vote of the executive committee.

When a board member is absent from a board meeting, the president will contact that board member and remind that person of the meeting attendance policy.

2.25: Compensation of Board Members:

Board members shall not be compensated for service on this board.

Authorized corporate travel is defined as travel in connection with the business of ACBO, which has been directed or requested and approved in accord with ACBO policy prior to the departure date.

All requests for corporate travel by board members will include the purpose of the trip, dates of meetings (if any), anticipated expenses, date of departure, and date of return. In the case of normal expense to attend board meetings, an itemized statement of expenses is not required until after the meeting. Travel for board members must be approved by the board. Upon completion of the travel, a report must be submitted to the board to demonstrate completion of the purpose and to share business information with the rest of the board.

Travel Expenses: Airline travel will be booked economy class, and discounted airfares will be sought whenever advance notice of the travel allows.

Board members will be reimbursed for out-of-pocket expenses actually incurred. Claimed expenses for lodging, travel, car rental, and miscellaneous expenses must be documented by original receipts. Unless specifically authorized by the board of directors, no expenses are authorized nor will be reimbursed by ACBO for expenses of friends, relatives or families accompanying a board member on ACBO business, nor for any non-related business travel or extension of stay beyond completion of the intended ACBO business.

At the completion of authorized travel, an expense report will be submitted to the ACBO executive director’s office. The report will list by date and place all reimbursable expenses claimed and will be accompanied by the required receipts and invoices. Expenses charged to ACBO must be listed on the expense report and accompanied by original receipts. Board member expenses will be approved by the board of directors.

Car Rental by Board Members: When traveling for ACBO, board members are encouraged to use hotel shuttle services, airport buses, rideshare services, or taxicabs for transportation, when available and competitively priced, rather than using car rental.

When car rental is necessary, economy and safety are of utmost importance. Medical or other exceptional circumstances may dictate a larger or more expensive vehicle, but justification must be given.

2.26: Travel for Conferences, Workshops, and Conventions

Individuals, such as board members or appointed representatives, representing ACBO at workshops, conferences, or conventions are expected to make their own arrangements such as reservations for travel, hotel, conference, and convention registration. When directed to do so, the executive director is authorized to make those arrangements using the corporate credit card for payment.

There are two examples of important reimbursable travel for representatives of ACBO and for which cash advance for expenses may be available:

The national ACB leadership conference for which funds are budgeted to cover the expenses of those attending
The ACB national convention for which funds are budgeted to cover the expenses for a delegate and alternate delegate to attend

If the executive director makes any advance reservations for the representatives for these, the cash advances shall be taken from the remainder of the funds budgeted for that event. It is the expectation that funds from the cash advances not accounted for by receipts are to be returned to ACBO.

Board members canceling travel reservations or creating a “no show” situation for any reservations because of personal preference will be charged any cancellation fees and room charges.

2.27: Reimbursement of Expenses

Per diem for pre-approved travel to the D. C. Leadership Conference and for the delegate and alternate to the ACB National Convention shall be 80% of the per diem rate for that city unless otherwise voted on by the board. Board members may be reimbursed only for out-of-pocket expenses actually incurred and given prior authorization by a vote of the board such as a per diem allowance. Claimed expenses must be documented by original receipts. No expenses will be reimbursed for friends or relatives accompanying a board member on ACBO business. No expenses will be reimbursed for non-business-related travel or extension of stay beyond completion of the business for ACBO nor for alcohol.

Some expenses can be deemed unreasonable and unnecessary or extravagant. Such charges will be deemed personal and not reimbursable without compelling cause and at the discretion of the board.

2.28: Board of Director Member Errors and Omissions Insurance

This corporation shall provide liability insurance for its officers and board.

2.29: Board Legal Counsel

The board may annually designate legal counsel to serve the needs of ACBO. Legal counsel may be requested to attend board meetings by a majority vote of the board or at the mutual agreement of the president and the executive director.

Only the president, the executive director, or their designee may contact legal counsel on behalf of the board. Costs billed to ACBO and associated with individual board members contacting legal counsel, auditors, or other professional consultants without specific authority from the board of directors will be billed to the board member making the unauthorized contact.

2.30: ACBO Affiliations

It is important that ACBO affiliate with other organizations such as state and national associations. Therefore, the board will include expenses for membership fees in the annual budget. The board will annually review all affiliations and assess the cost-effectiveness of each before the expense is included in the annual budget.

2.31: Authority of Board Members

Board members have authority only when acting as a body in regular or special meetings of the board or when specifically authorized by the executive committee or the board.

The board will not be bound in any way by any statement or action by any individual board member except when such statement or action is in pursuance of an adopted board resolution or special instructions by the board, or under specified delegation of responsibility.

2.32: Board Member Terms and Term Limitations

It is important to ensure that a constant flow of fresh perspectives and new ideas comes to the board. It is also important to maintain a significant number of experienced board members. Refer to the ACBO constitution for more detail on board terms and term limitations.

2.33: Political and Legislative Activity

To ensure that ACBO supports legislative issues which further the basic interests of those ACBO serves and opposes legislative issues detrimental to its mission, the following guidelines are established:

ACBO shall be nonpartisan in political matters but shall support or oppose federal, state, or local legislative issues as the board determines necessary and advisable. ACBO will not directly endorse any candidate or party.
Employees or board members shall not engage, directly or indirectly, in partisan activities as representatives of ACBO, and ACBO funds will not be used for that purpose.
Board members and employees are free, as individuals, to participate in political activity as long as they do not use ACBO funds, time, or identity.
Board members and management of ACBO should be aware that, because of their position, they should exercise discretion at all times to not convey the impression that ACBO is endorsing a political candidate.
The ACBO board is responsible for setting legislative goals for ACBO and will review those goals at least annually.

2.34: Board Member Development

The ACBO board believes that professional development for board members is vital to good governance of ACBO. Therefore, the board will include in the annual budget a line item for board development. The line item will be used to pay for publications and materials to assist the board to learn the job, training and in-service programs oriented to board operations, and travel to conferences and conventions that will assist board members in developing their governance skills.

2.35: Board Member Orientation

The ACBO president or his designee will meet with all new board members within 30 days of the commencement of their position to give a general overview of their responsibilities and answer any questions they may have.

2.36: Board Correspondence

Any official correspondence between the board and an external party must be approved by the board or president.

2.37: Requests for Corporation Information from ACBO

From time to time the public/members will request information or records from ACBO. All requests for information, other than routine public information, about ACBO will be shared with the executive director for a decision about releasing that information. If there is question about the appropriateness of releasing any information, the executive director will seek advice from the board of directors.

2.38: Public Communications

It is the ACBO board’s policy to encourage release of information to the public regarding programs, board activities, and consumer concerns. That communication will:

Maintain integrity in dealing with the public and the news media; the executive director (or designee) is the official spokesperson and shall provide the news media with a formal channel of communication.
Use the various news media for the promotion of ACBO programs and raise the community consciousness regarding ACBO activities and services.
Communicate always in an accurate and honest way consistent with other related board policies.

2.39: Guidelines for Processing Public Complaints

Any complaints or claims for damages shall be sent to the ACBO corporate office to the attention of “COMPLAINTS.” If the complaint is one of a serious nature, it must include complete supporting information and the full signature of the complainant and full contact information of the complainant. Initially, the president and executive committee shall confer on its disposition at the earliest possible time. The president may confer with the complainant to get a better sense of the complaint. If it is considered to be serious, a conference call with the board will be called. Legal counsel may be brought in if deemed necessary.

Chapter 3: Executive Director

The executive director is employed by and serves at the pleasure of the ACBO board of directors assembled and works in close consultation with and under the direction of the board or authorized individual board members to maintain the business organization and structure of ACBO. The executive director and the paid and volunteer staff managed by the executive director are all subject to the rules of confidentiality of ACBO matters and violations of such are subject to disciplinary action.

3.1: Overview

The executive director manages the day-to-day affairs of the corporation in the areas of receipt and disbursement of funds in the management of daily business of ACBO within the parameters established by the ACBO board of directors. The executive director may make recommendations to the board concerning changes in policies or procedures for improvement in this area. Communication between the board and paid and volunteer staff is through the executive director, unless under special circumstances, the board deems it necessary to deal directly with staff member(s). There may be exceptions from time to time when some specialist may be engaged who shall report directly to the president or executive committee on a consultant basis.

3.2: Delegation to the Executive Director

The board of directors and executive director work together in close consultation to establish the goals, objectives, and policies of the corporation and then delegate implementation of such to the executive director. The executive director is encouraged to research and develop any new resources and policies for the purpose of improving the operation of the corporation. Any such policies and procedures approved by the board shall be documented herein and delegated to the executive director for implementation.

The executive director shall:

Endeavor to keep the board of directors current on special events, relevant trends, internal and external material changes, and the assumptions upon which any board policy has been previously established
Draw upon all available resources to present information to the board in a form that is accurate, concise, and understandable
Submit required reports in a timely and accurate form directly addressing provisions of the board policies being monitored

The executive director may refuse to honor information requests by board members as individuals or entities outside the corporation if the executive director believes such will draw unduly upon the resources of the corporation or on the basis of the need or right to know. A listing of such refusals shall be summarized in the quarterly reports to the board along with the reasons for refusal.

Duty to protect the corporation: In regard to the corporation and acting with the authority granted above, the executive director has the duty to not allow or cause to be performed any act which is unlawful, insufficient to meet commonly accepted business and professional ethics for the “prudent person” test, in violation of funding source requirements or regulatory bodies or contrary to explicit board constraints on executive authority. Such situations shall be brought to the attention of the president at the earliest possible time who shall convey such information to the board for review.

3.3: Areas of Responsibility Delegated to the Executive Director

In the area of the board:

Develops and recommends to the board of directors, specific, written, long and short-range plans for the development of ACBO programs and services
Maintains appropriate relations with the board and various board committees, and keeps them informed
Interprets trends in the various fields of endeavor in which ACBO is involved and continues to develop knowledge in these fields
Assists with orientation and training programs for the board

In the area of ACBO staff, the executive director provides overall control of and direction of paid and volunteer ACBO staff. This includes hiring, firing, performance evaluation, and recommendations to the board regarding wages.

In the area of planning, the executive director evaluates programs and services of ACBO in relation to specified goals and standards, and recommends modifications, where appropriate, and recommends new programs to the board.

In the area of finance, the executive director in close consultation with the treasurer and budget committee, assists in the preparation of ACBO budgets and is accountable for control of these resources once approved.

In the area of member relations, the executive director manages all activities including coordinating board activities in this area.

In the area of public relations, the executive director interprets the function of ACBO to the community, throughout Ohio, and the media through direct involvement and through public relations programs, including personal contact and descriptive program literature.

In the area of relations with other organizations the executive director:

Maintains appropriate relations with federal, state, and local government units
Maintains appropriate relations with other professional and service groups in the community
Maintains appropriate relations with other organizations in similar fields of activities and service

In the area of ACBO organizational operations, the executive director:

Recommends policies to the board and/or assists the board in the formulation of policies for the effective and economical operation of ACBO and its programs
Ensures implementation of the policies adopted by the board
Has chief administrative responsibility for maintenance of corporation facilities and regular reporting to various bodies
Carries chief staff responsibility to ensure that legal obligations of ACBO are met

3.4: Monitoring Executive Director Performance

The board delegates management to the executive director and must have a process for ongoing monitoring of the executive director’s performance of the delegated duties. The purpose is to determine the degree to which board policies are being fulfilled. The board shall monitor executive director performance by review of the executive director’s job description, careful attention to all reports delivered to the board, and through an annual written evaluation of the executive director’s job performance.

3.5: Executive Director Performance Evaluations

Annual performance reviews are conducted and approved by the board of directors just prior to the anniversary date of employment of the executive director. If newly employed in the position, there is a preliminary performance review of the executive director at the end of the first 90 days’ probationary period.

Annual evaluations shall be conducted at a board meeting so that all board members may participate in the evaluation. The annual compensation of the executive director shall be determined after completion of the evaluation. Any increase in compensation shall normally be effective beginning with the pay period in which the employment anniversary date falls.

Although the evaluation shall be facilitated by a special personnel committee appointed by the president, the entire board shall participate in the final evaluation process. The process begins with the personnel committee’s review of the current job description to determine accuracy and appropriateness. This team next develops an evaluation checklist based upon the job description and organization’s objectives. Respondents shall be asked to rate the executive director’s performance against each line item on the checklist, the checklist having space for comment by each line item. The checklist follows:

5 — Excellent — corresponding compensation may be in order

4 — Good — corresponding compensation may be in order

3 — Satisfactory — adequate to continue

2 — Fair — Acceptable but needs improvement

1 — Poor — on probation until another review in 90 days when improvement is expected.

Note: For the rating of poor, this review may be sooner by agreement between the executive director and the personnel committee.

The team shall distribute the evaluation to all elected board members by email or by US mail (with self-address stamped envelope if by US mail) with instructions on how to return it to the president by a certain date. At least ten days must be allowed for all to respond. At least 12 of the 16 board members must respond for a valid review. Respondents may request to remain anonymous in their evaluation and the president shall respect that. Constructive criticism from board members should be specific so that appropriate corrective action may be taken by the executive director.

A copy of the evaluation checklist is also mailed or emailed to the executive director with the request to complete a self-evaluation and for him/her to recommend performance objectives for the upcoming year. The form completed by the executive director shall not be included in the board’s compilation of results.

When the board members have returned the evaluation forms, the ACBO president shall compile a composite checklist which, by line item, indicates the number of responses and the overall average for each rating. All comments are randomly listed without identifying the source of each comment.

Next, the full board meets, without the executive director present, to review the composite evaluation and performance objectives for the upcoming year. At least 12 of the 16 elected board members must be present and participating in the meeting of review. Then the board meets with the executive director to present its conclusions about the evaluation.

Should the executive director be in serious disagreement with part or all of the evaluation, the right to respond to the board must be available to the executive director. Such a response should lead to a dialogue with the board or individuals appointed by the board in which the problem area can be resolved in a candid and professional manner.

The final agreed-upon evaluation should be signed by both the executive director and the president. A signed copy of the evaluation is given to the executive director, another copy is placed in the personnel file, and the president keeps the original in the president’s file to be passed on to the next president.

Board members shall not solicit information regarding the executive director’s performance from subordinate staff except under extraordinary circumstances because such can erode good relations between the executive director and staff.

3.6: Executive Director Succession Policy

A policy for executive director succession must include two parts:

The process the board shall follow to replace a retiring executive director
In the event of sudden loss of services and replacement of that executive director

Note: If a board member is appointed to the position of executive director, that board member must first step down from the board position.

Resigning or Retiring Executive Director

Replacing a resigning or retiring executive director shall be as follows:

The current executive director shall notify the board of a prospective retirement date
The board shall determine a specific target date to bring on a new executive director
The board shall designate an interim executive director to serve for the time between the ending date of the current executive director and the beginning date of the new executive director if such interim person is deemed necessary
The president shall appoint a search committee of three to five board members; if possible, the current executive director shall be an ex-officio member of the search committee
The president may appoint up to two additional search committee members from outside the board such as former board members or other persons who would be a valuable resource to the committee
The ACBO president shall seek board approval of search committee appointees
The board shall consider the need for any changes to the management structure before the search for a new executive director

To guard against the unexpected loss of services, the executive director is required to keep current and maintain a list of vital instructions and procedures for emergency wherein an interim executive director must take over if the executive director can no longer function. The list shall include, but not be limited to, such information as:

Contact information of the ACBO officers and board of directors
Membership lists
Current job descriptions of staff
All bank accounts and financial records, and instructions about disbursement authority
Location of all vital documents, such as policies and contracts
Location of all computer backup files

The president, first vice-president, and secretary shall have full access to all such material.

If it becomes necessary to implement these emergency procedures, the board of directors shall meet as soon as possible with the designated interim executive director to:

Officially designate the selected individual to be the interim executive director or the executive director
Establish a plan for continued operation
Establish a schedule of board meetings to provide adequate support for the interim executive director

Chapter 4: Board Meetings

4.1: Parliamentary Authority

Meetings of the ACBO board will be governed by the parliamentary rules as outlined in Robert’s Rules of Order Newly Revised in all cases where current constitution, bylaws, and board policies do not apply.

4.2: Regular Meetings

Regular meetings of the board will be held quarterly. So that board members can schedule for the meetings well in advance, the specific dates will be established for the full year at the board’s January meeting. The board will make every effort to maintain those dates as board meeting dates.

4.3: Special Meetings

A special meeting of the board may be called by the president or by petition of a majority of board members. A call for a special meeting will state the business to be addressed by the board. Every member of the board must be notified of the special meeting at least five days prior to the established meeting.

4.4: Absence from Meetings

When a board member has two unexcused absences from consecutive regular meetings, the position shall be considered vacant. The president or president’s appointed representative will notify the member within five days of the second absence and the member has one week to appeal. The vacancy will be filled by the president within 30 days of the vacancy or appeal.

4.5: Closed Meetings

ACBO board meetings are open to the ACBO membership and visitors, except when board deliberations include sensitive issues not appropriate for discussion with visitors present, including personnel or legal matters. The presiding officer shall ask all but the board and other individuals necessary for the business at hand to leave the room and the board will go into executive session.

4.6: Recordings of Board Meetings

The secretary or his/her appointee may record board meetings to aid in keeping of the minutes.

4.7: Meeting Agenda

Topics to be considered by the board will be included on the agenda and in the materials delivered to board members at least four days prior to the meeting.

The president, in consultation with the executive committee, will develop meeting agendas.

All board members have an opportunity to add items to the agenda.

4.8: Meeting Locations

Board meetings may be conducted via online platforms or in person.

4.9: Staff Attendance at Board Meetings

Since it is the policy of the ACBO board to hold its executive director accountable for all management of ACBO, it is left to the executive director to invite any staff to the board meeting when necessary.

4.10: Voting

All members of the ACBO board present when a question is put will vote upon the question unless excused by the other members present or unless disqualified by conflict of interest. Results of the vote shall be recorded in the minutes.

Voting on all motions will be by voice unless requested otherwise by a member of the board, at the direction of the president, or required by these policies.

Voting by which ACBO funds are appropriated may be by voice vote or by roll call if requested.

Only the votes of those present at a meeting shall be counted.

4.11: Quorum

Two thirds of the Board of Directors must be present and voting in order to constitute a quorum and shall be required at any meeting in which any corporation business is conducted.

4.12: Minutes of the Board Meeting

Records of all actions of the board will be set forth in the minutes of the meeting. A formal copy of the minutes will be kept on file as an important part of the official record of the ACBO board.

The office of secretary of the board serves to ensure that minutes will be taken during each meeting and kept on file as a permanent record in a readily accessible format.

Minutes of the meeting are a record of the actions of the board, not a record of discussion.

Committee reports or resolutions may be attached to the minutes if these items are available or important clarification for the minutes of the meeting.

Chapter 5: Organizational Finance

5.1: Fiscal Year

The ACBO fiscal year shall be the calendar year, January 1 through December 31.

5.2: Financial Management

Financial resources of ACBO are the responsibility of the board of directors. The board will:

Have a clear plan for acquisition of financial resources to pay for the programs and services provided by ACBO
Provide guidelines for management and allocation of financial resources which will produce optimum benefit for those served
Monitor and evaluate the financial plans and guidelines of ACBO to ensure the financial integrity of ACBO

5.3: Budgeting

An annual operating budget will be prepared by the budget committee and presented to the board for approval at the first meeting of the year. The budget will reflect the cost of carrying out the programs, services, and anticipated revenue of ACBO for the next year.

The budget will serve as financial plan for ACBO, and board approval of the budget will be authority for the executive director to manage ACBO finances without seeking further approval from the board. However, the executive director will keep the board well informed of the ongoing status of the financial plan and will not make expenditures outside the budget plan without seeking board approval to amend the budget. Amendments to the budget will be presented to the board for approval for any of the following reasons:

ACBO enters into compacts or contracts that were not included in the approved budget
Management proposes a major expenditure that was not included in the approved budget
Significant unanticipated revenues are received, or cost overruns occur

5.4: Working Capital Reserves

A working capital reserve sufficient to keep ACBO operating for at least a 60-day period will be maintained at all times.

5.5: Accounting

The accounting system used by ACBO will employ generally accepted accounting practices that are required and/or recommended by regulatory or lending agencies and the ACBO accountant.

The accounting practices and procedures used by ACBO will allow for adequate management of ACBO’s revenues and expenses and will provide adequate systems of monitoring by the board of directors as well as outside auditors.

5.6: Financial Reports and Audits

Reports reflecting the financial condition of ACBO shall be prepared by the treasurer and executive director working in close cooperation and presented to the board on a quarterly basis. These reports shall include:

Expenditures on major projects and contractual obligations
Statement of cash flow
Revenue and expense statement for the quarter and year-to-date with comparison to the budget

A formal audit of the ACBO books shall be conducted no less often than every five years by a CPA selected by the board through a bidding process.

The executive director will solicit bids for the audit from two or more qualified firms and will recommend to the board a firm to perform the audit. The board’s selection will be based on consideration of cost, professional qualifications, reputation, and relevant experience.

5.7: Authorized Account Signatories

Authorized signatories for all savings and checking accounts shall include the executive director, the treasurer, and the president. All shall be bonded for $100,000 and paid for by ACBO.

5.8: Use of Credit and Debit Cards

Use of corporate credit and debit cards shall be limited with a maximum of two credit card accounts, one credit/debit card held by the president and one by the executive director. No other board members or ACBO employees shall have such information or authorization except by permission of the executive director, treasurer, or president.

5.9: Executive Director Limitation

The executive director may not risk financial losses to ACBO beyond those that may occur in the normal course of business. The executive director will:

Ensure against embezzlement, casualty losses to full replacement value, and against liability losses (to board members, organization, or staff) beyond the minimally acceptable prudent level
Are appropriately bonded
Ensure that facilities and equipment are properly maintained
Limit exposure of ACBO, the board, or staff to claims of liability
Ensure off-site backup of all computer and other financial records necessary for uninterrupted operation of ACBO

5.10: Spending Authorizations

A list of anticipated expenditures should be included with the annual budget that is submitted to the board for approval.

5.11: Delegation of Spending Authority

The board of directors is the ultimate spending authority for ACBO. However, to more efficiently conduct ACBO daily business, the executive director is authorized to disburse funds as needed for the operation of the ACBO office.

The use of a signature stamp for ACBO business is prohibited.

Approval of travel and personal expenses will always be at the next highest level of authority for every employee. Executive director expenses will be approved by the treasurer or the full board. Board member expenses will be approved by the full board or the executive director by the authority granted by the board.

5.12: Corporation Insurance

For protection of ACBO: The executive director shall recommend to the board all necessary insurance coverage for the corporation of ACBO for the following, but not limited to:

Liability coverage for board members while performing ACBO business
Bonding for all board members or employees having authorized signature rights to ACBO accounts
Event insurance if possible
For loss or damage to property of ACBO
Tenant insurance for the ACBO office if deemed necessary

5.13: Bad Debt

If the total receivable from any one individual or organization is $100 or less, the executive director may authorize the debt to be written off if he/she believes the debt is uncollectible. Such write-offs shall be recorded on the books as bad debt.

Write-offs of debts over $100 which the executive director believes are uncollectible may be authorized only by a vote of the ACBO board of directors.

Chapter 6: Employment Policies

6.1: Chain of Command

The chain of command of this corporation is as follows:

• President

• Board

hh• Executive director

• Staff

The board expects all staff to respect and follow the chain of command when registering complaints, making suggestions, and in any other way communicating with the board about the business of the organization. A staff member who takes complaints, requests, criticism, or other organization business directly to the board or an individual board member without working through the executive director will be considered insubordinate and subject to disciplinary measures by the executive director. Complaints about the executive director should go to the president.

Board members will take complaints to the executive director. When a board member receives a complaint from a staff member other than the executive director, the board member will remind the staff member of this board’s policy about following the chain of command. The board member will also report the staff communication to the executive director.

6.2: Professional Memberships, Development, and Training

The board recognizes the importance of the executive director staying current in fields related to employment and the importance of maintaining professional status. Therefore, ACBO may pay for the cost of professional memberships or training within the limits of the budget.

Requests for reimbursement must be made to the executive director and given prior approval by the board or president.

6.3: Nepotism

Board members and members of their immediate families may not be employed by ACBO, except by vote of the board. Members of the immediate family of the executive director may not be employed by ACBO without a vote of the board.

The term “immediate family” as used above is defined as the relationship of:

Spouse or domestic partner

Parent and child

Sibling

6.4: Equal Employment Opportunity/Affirmative Action

All employment decisions and personnel actions will be administered with the purpose of promoting and ensuring equal opportunity for all persons.

All hiring and promotional decisions will be made on the basis of valid, written job requirements set forth in the appropriate position description or vacancy posting.

6.5: Safety and Loss Control

ACBO is committed to maintaining safety in its operations, on its property, and in the delivery of programs and services.

All ACBO social and recreational programs will be administered on a non-discriminatory basis.

The executive director will institute procedures, where necessary, to ensure the safety of the work environment and will provide appropriate equipment to employees sufficient for the performance of their duties.

Accidents and losses due to accidents will be reported to the board.

6.6: Sexual Harassment

Sexual harassment undermines the integrity of the work environment and will not be tolerated within the corporation of ACBO. Sexual harassment may include words as well as acts, sexual advances, offensive touching, and offensive or derogatory sexual comments. All such conduct is forbidden particularly when:

Submission to such conduct is explicitly or implicitly made a condition of employment
Submission to or rejection of such conduct by an individual is used as a basis of employment decisions affecting the individual
Such conduct has the purpose or effect of substantially interfering with an individual’s work performance, or creating an intimidating, hostile or offensive work environment

Any person who believes that he or she has been subject to sexual harassment by a supervisor, fellow employee, board member, or any person calling upon the organization, should contact the executive director. If the person believes the executive director is the cause for a sexual harassment complaint, the complaint should be directed to the ACBO president. All sexual harassment complaints will be promptly investigated. Where harassment is found to exist, immediate corrective action shall be taken.

6.7: Tobacco And Marijuana on ACBO Premises

Smoking and the use of tobacco and marijuana or marijuana products are prohibited within all ACBO facilities.

6.8: Drug-Free Workplace

The manufacture, distribution, possession, or use of alcohol or controlled substances or any illegal drug while on the job or on ACBO property shall result in disciplinary action.

Use or consumption of alcohol by participants in a meeting where ACBO business is being conducted is prohibited. Anyone violating this rule may be escorted from the meeting.

Purchase or use of alcoholic beverages at social activities attended by ACBO members or board members is purely at the choice and responsibility of those individuals and is not the responsibility of ACBO.

No officer or employee of ACBO is authorized to provide or use alcoholic beverages in the offices of ACBO. The legal use of drugs or controlled substances which are prescribed by a licensed physician is allowable, but employees in positions where such drug usage may affect the safety of themselves or others are required to make such use known to an appropriate ACBO supervisor.

Any physical examination that ACBO requires may include testing for drug or alcohol use and abuse. Further, if ACBO has probable suspicion to believe that an employee is using or is under the influence of controlled substances or alcohol, the employee must submit to testing. If the employee refuses to submit to the testing or sign the consent form to allow such testing, it will constitute a presumption that the employee is under the influence of alcohol or drugs. Refusal to consent and cooperate in the drug testing will be grounds for immediate discipline.

Law enforcement officials will be notified whenever illegal drugs are found in the workplace and ACBO will fully assist in any resulting investigation and prosecution.

When deemed appropriate, ACBO may encourage employees to seek help in overcoming drug, alcoholism, and other problems which may adversely affect employee job performance. ACBO cannot tolerate such usage which may affect the safety of its work force or others in the immediate vicinity. The aforementioned may require termination of employment with ACBO.

Chapter 7: Board Member Job Description

7.1: Board Member Responsibilities

Board members are responsible for determining ACBO policy in development and management, planning, finance, community relations, and organizational operations.

7.1.1: Development and Management: Board members have three key responsibilities in this area:

Board membership, which includes recruiting new board members
Recognizing and nurturing existing board members and providing existing board members with opportunities to grow and develop as leaders
Executive director oversight, which includes hiring, ongoing evaluation, disciplining, and termination

7.1.2: Planning: Board members have two key responsibilities in this area:

Establishing and reviewing ACBO mission/philosophy/goals
Planning which programs and services ACBO provides and evaluating those on a regular basis

7.1.3: Finance: Board members have four key responsibilities in this area:

Ensuring financial accountability of ACBO
Overseeing an ongoing process of budget development, approval, and review
Raising funds and/or ensuring that adequate funds are available to support ACBO’s policies and programs
Overseeing properties or investments of ACBO

7.1.4: Community Relations: Board members have three key responsibilities in this area:

Ensuring that ACBO programs and services appropriately address the needs of those served
Advocating for ACBO programs and services which includes an awareness that board members are always ambassadors of ACBO in the community
Cooperative action, which includes determining occasions when ACBO could/should take part in coalitions, joint operations, etc.

7.1.5: Organizational Operations: Board members have three key responsibilities in this area:

Ensuring that the board’s operations are adequate and appropriate, which includes writing policies for conduct of meetings and operation of board business
Ensuring that organizational and legal structure are adequate and appropriate
Ensuring that ACBO and its board members meet all applicable legal requirements

7.2: Performance Expectations for Board Members

In performing duties as a member of the ACBO board, every board member is expected to:

Demonstrate a strong belief and commitment to ACBO’s mission
Devote the necessary time to prepare for and participate in board and committee meetings
Exhibit high ethical standards and integrity in all board actions
Take responsibility and accountability for ACBO and all decisions made by the board
Demonstrate willingness to work as a team member with other board members and the executive director

Chapter 8: Officers

8.1: Officers and Their Job Definitions

Officers of the ACBO board of directors are the president, first vice president, second vice president, secretary, and treasurer. They are elected from among the membership at the annual business meeting held during the ACBO state convention. In order to be eligible to run for the position of an officer, one must be a member in good standing for at least six months prior to election.

The president, as the elected leader of ACBO, shall provide leadership to the executive committee and the board of directors as a whole. The president shall collaborate with the executive committee and executive director to prepare board meeting agendas and to preside at board meetings, sign official documents requiring the presidential signature, and represent the board in public and official capacities. The president will also:

Appoint committee chairs
Make special assignments and appoint representatives as liaisons to other organizations
Assist board members to build their board skills
Act to discipline board members who violate ACBO’s code of conduct or other ethical standards
Encourage all board members to participate in board activities
Ensure that all board members’ views are represented in board meetings

The first vice president shall preside at board meetings in the absence of the president and assume the office of the president if the board determines that the president can no longer serve. The first vice president will:

Work with the president to be prepared to assume the office of president if necessary
Manage special assignments as requested by the president
Chair the Matching Grants committee

The second vice president shall preside at board meetings in the absence of the president and first vice president. The second vice president shall assume the office of the first vice president if the board determines that the first vice president can no longer serve. The second vice president will:

Work with the president and first vice president to be prepared to assume either of those two higher offices if necessary
Manage special assignments as requested by the president

The secretary is responsible for taking minutes of business meetings, board meetings, and meetings of the executive committee. The secretary provides all copies of approved minutes to the executive director for archiving, ensures that all official documents are safely archived and that said archive is readily retrievable by members of the executive committee, particularly the executive director and/or president, and attends to official ACBO and board correspondence as assigned by the board.

The treasurer, serving as the elected financial officer of ACBO, shall have the responsibility of oversight and supervision of all of its financial affairs including its bank accounts and credit cards. Therefore, the treasurer must have access and signature rights to all bank accounts and access to all records relating to ACBO accounts. The treasurer shall ensure that the board regularly receives detailed and accurate reports of the financial condition of ACBO. The treasurer shall also:

Be bonded, along with all others with signature rights to ACBO accounts, at the expense of ACBO, for at least $100,000 unless the value of the assets of ACBO is less than that
Assist the board in understanding the annual budget as it is submitted to the board for approval
Arrange in-service programs for the board so board members may be better able to understand the financial reporting process
Ensure that the board arranges for an audit of the ACBO books every five years
Chair the budget committee and serve on the fundraising committee

In the event that the past treasurer was removed from the position of treasurer by the board, the president shall appoint another qualified board member to that advisory position.

8.2: Officer and Board Election Process

Officers and board members shall be elected by a majority vote of the membership at the annual business meeting of ACBO as specified in the constitution, according to the following specifications:

Election will be by secret ballot at the annual business meeting at which a quorum of the ACBO membership must be present, a quorum being no less than one tenth of the current, total paid ACBO membership at the time of the business meeting
One must be present at an annual meeting to run for election at that time unless there are extenuating circumstances preventing attendance at that meeting (The nominating committee, at that time, shall rule on whether a waiver may be granted for such circumstances.)
Only members present at an annual meeting will be allowed to vote for board members in an election; there shall be no absentee ballots or proxy votes for elections or any other issues at annual meeting
Eligible board member candidates must first give their consent before their names are placed in nomination for office
Board members will encourage candidates to disclose their interest in running for office
All voting shall be done using paper ballots
If there are more than two candidates for a position, an elimination vote is conducted for all candidates with the one having the least votes eliminated from the running; such shall be done until all but two of those with the highest vote remain; the candidate of the two remaining with the highest vote is declared the winner; during this process, if and when any one candidate receives a simple majority of the entire vote, that candidate shall be declared the winner

The constitution and bylaws have ultimate authority on election procedures.

8.3: Terms of Office

Each elected board position has a limited number of two-year terms that each may serve in that particular position. Officers have a two terms limit and directors have a three terms limit. Such term-limited individuals may not serve in that same position for at least two years before being elected to it again. However, as with all ACBO board members, if one has been appointed to fill an office and has served for a year or less in that appointment, or if one is elected to a different position, the person may then serve the prescribed maximum number of elected terms for that position immediately thereafter.

Only properly elected or appointed members of the board may serve as members of the board. The exception is that a chapter of ACBO may send one individual, elected or appointed by that chapter, to serve as a board member with full board member voting rights and restrictions, so long as that chapter is not otherwise represented on the board.

8.4: Officer Authority

Officers of the board are elected to be servant-leaders of the board by members of ACBO. All authority of the officers is delegated to them by the constitution and the bylaws and, ultimately, the membership.

8.5: Vacancies of Officer Positions

If a vacancy occurs in any elected office because of resignation, death, ineligibility to hold office or formal removal of an officer by the board, the board will proceed to fill the vacancy by appointment at the earliest possible time.

If the vacancy occurs in the president’s office, the first vice president shall assume that office as soon as the board of directors declares the position vacant. The second vice president shall then assume the position of first vice president. The president, in consultation with the board, shall appoint a qualified person to the vacated position of second vice president from among members of the board.

At the discretion of the board, the resulting vacated board position may or may not be filled. Such appointment shall be from among the current ACBO membership by a vote of the board. All such filled board positions shall be filled by election at the next annual business meeting even though it may be for a partial term. Refer to the ACBO constitution for more information.

8.6: Removal of Officers:

The ACBO board has the right to remove any elected officer by a majority vote of the board of directors. Such serious action shall be for such as:

Gross or willful neglect of the duties of the office
Misuse of ACBO funds
Conflict of interest
Violation of the confidentiality policy
Conviction for a felony
Intentional lack of public support for the ACBO mission, staff, or programs
Failure to inform the board about issues that might impact board decisions

Chapter 9: Committees of the Board

The president may establish or abolish committees deemed necessary except for standing committees.

9.1: Committee Authority

All committees established will have only the powers specifically delegated to them. Functions of ad hoc committees will be in writing as recorded in the minutes of the meeting at which the committee was established.

9.2: Committee Accountability

Committees are a subsidiary of the board and the committee chair or a delegated member will be expected to report their work to the full board on a regular basis.

The ACBO board may annually review the work of each committee and determine which committees will be reappointed and which committees will be abandoned as no longer necessary. The exception is if a committee is specified in the bylaws as a standing committee. To eliminate a committee so specified, amendment of the bylaws must first occur.

9.3: Appointment of Committees

Unless otherwise specified in the bylaws or this document, the chair of each committee shall be appointed by the president. Board members must submit their committee choices in writing to the president within 30 days after election. The president shall forward a list of these individuals to the various chairs from which those committee chairs may select their committee members. There is no limitation for how many committees on which a board member may serve or may chair, as long as he serves on at least two.

Only board members may serve as committee chairs. Non-board members may serve on all committees unless otherwise specified. Appointing non-board members to committees should be considered a mechanism for training future board members.

9.4: Ex-officio Committee Members

The president is automatically an ex officio member of all committees but cannot vote in that capacity. However, the president may fully participate and vote as a committee member if specifically appointed to that committee.

The executive director will be a nonvoting member of all committees as resource to the committee, except nominating and personnel.

9.5: Duties of Committee Members

Duties of the members of individual committees will vary, but certain basic committee member responsibilities remain the same for all committees. Those responsibilities include:

Attend all meetings of the committee to which the board member is assigned
Notify the chair in advance if unable to attend
Prepare for committee meetings by studying the agenda and researching issues to be discussed at committee meetings
Participate in discussions at committee meetings
Follow through promptly on any assignments for the committee
Support committee recommendations before the full board

9.6: Committee Meetings

The committee chair will convene all meetings of the committee. Meeting dates will be coordinated with the president or the executive director, in that order, to avoid conflict and to ensure completion of staff support and research for the committee.

Notes will be kept of committee meetings. Committees will submit a summary of committee actions and recommendations to the board.

9.7: Reporting Prohibitions

In all cases, the committee chair is the spokesman for a committee unless the chair or the committee appoints one of the committee members to act in that capacity. Committee members may not discuss confidential matters of the committee with individuals outside the committee. If a committee member strongly disputes proceedings of the committee, that individual may request a hearing with the president and shall, at that same time, notify the committee chair of such action.

9.8: Guidelines for Committee Chairs

See appendix.

9.9: Executive Committee

The executive committee will consist of the officers of the ACBO board and will handle all matters referred to the board between quarterly board meetings and annual business meetings. The executive committee is accountable for its actions to the full board and, as with the full board, is ultimately accountable to the ACBO membership in convention assembled. This committee will meet as necessary to address issues to be presented to the full board and/or to make decisions on behalf of the board when it is not possible to assemble a quorum of the board.

9.10: Board Development

The board will be responsible for improving its operations by:

Facilitating the orientation of new board members
Facilitating ongoing board in-service programs
Encouraging board members to attend state and national meetings that will help board members understand and better perform their responsibilities

Chapter 10: ACBO Facilities, Equipment, and Donations

10.1: ACBO Equipment

All items purchased by ACBO belong to the organization and are to be used for ACBO needs. When practical, some items may be loaned or used by members provided that:

There is insurance covering the “non-deductible” value of the items.
It is not used for an economic gain for the borrower with the exception of a fundraising event.
Does not cost ACBO additional expense.
ACBO use supersedes any need to borrow equipment for non-ACBO use.
Prior permission must be granted by the executive director before any equipment is borrowed from ACBO.

10.2: Gifts Acceptance

The ACBO board encourages gifts of materials, equipment, money, or gifts in kind. However, the board also recognizes that all gifts may not be acceptable to ACBO needs or principles and may involve expenses beyond the value of the gift. Therefore, before acceptance, all gifts must be approved by the executive director as appropriate for ACBO needs and within the boundaries of the established mission and vision of this organization. If there is question about the appropriateness of the gift, the executive director will bring the issue to the board for resolution.

Final decision of how a gift will be used always remains with the board and/or executive director of ACBO.

ACBO will provide acknowledgment of receipt of all gifts accepted by the organization, but ACBO will not be responsible for appraisal of the value of a gift for income tax or other purposes.

APPENDIX

Appendix A: CODE OF CONDUCT STATEMENT

The American Council of the Blind of Ohio (hereinafter referred to as ACBO) is committed to maintaining the integrity of its events by creating a welcoming, professional, safe, and respectful environment for all who attend and/or participate in its events. The term “events” shall include conferences, meetings, functions, or any other gatherings sponsored or convened by ACBO. All participants at ACBO events are required to adhere to this Code of Conduct policy as drafted and adopted by the ACBO board of directors. This policy defines prohibited conduct as including, but not limited to:

• unwelcome verbal, visual, or physical conduct on the basis of race, color, sex, religion, age, national origin, disability, genetic information, gender identification, sexual orientation, or any other characteristic protected by applicable law; or

• disrespectful, offensive and/or threatening conduct, verbal abuse, stalking, bullying, violence, or intimidation.

Any person who believes that he or she has experienced or witnessed behavior prohibited by this policy should report the conduct to the ACBO executive director or ACBO president. Upon receipt of an allegation reported under this policy, the ACBO Executive Committee will investigate and will thereafter determine what, if any, action will be taken based on the circumstances. If allegations are made against the president or the executive director, the first vice president will assume the position of chair of the executive committee. Such action may include banning the individual from the event where the conduct is determined to have occurred and any future events.

Nothing in this policy shall limit or preclude the free exchange of ideas and/or opinions so long as such exchange does not involve threats or other prohibited behavior as defined in this policy.

AMERICAN COUNCIL OF THE BLIND OF OHIO

Appendix B: CONFIDENTIALITY POLICY

Most information about the activities and operations of ACBO is available to the public. However, officers, directors, and employees of ACBO will, in the course of their service or employment, have access to information that is not readily available to the public, or to members not acting in an official or employment capacity.

It is the policy of ACBO that officers, directors and staff may not disclose, divulge, or make accessible confidential information belonging to, or obtained through their affiliation with ACBO, to any person, including relatives, friends, and business and professional associates, unless such persons have a legitimate need for such information, and ACBO has authorized disclosure. Board members and employees shall use confidential information solely for the purpose of performing service as a board member or employee of ACBO.

Confidential information includes, but is not limited to:

1. Information about ACBO’s finances, including current and future business plans, computer systems, personnel information, and associated documents, unless such information is made available to the public through board meeting or convention minutes, public speeches, the ACBO website, or ACBO publications;

2. Details of litigation, legal settlements and other legal matters that ACBO is involved in, which legal counsel has not authorized for disclosure outside board meetings, or the ACBO office;

3. The names, addresses, and other contact information for ACBO members, except as necessary to render assistance to ACBO committee members and ACBO affiliates, or to disseminate materials within the organization;

4. Contact information for current and prospective donors unless such disclosure is made during the course of business and limited to those who need the information to perform tasks related to ACBO’s business, or directly related to the donor;

5. Personal information about ACBO employees, such as salaries, performance issues, and home telephone numbers or other contact information;

6. Any information obtained from an individual who is consulting ACBO in a client-like manner and is receiving assistance or services such as those provided in a counselor/client, or attorney/client relationship, except that information which the individual gives ACBO permission to disclose for the purpose of providing the assistance or services, unless such disclosure is required by law.

It is understood that reports of abuse, and threats by an individual to harm someone must be reported to authorities, regardless of the individual’s wish to keep the information confidential.

The obligation to keep information confidential continues after an employee, board member, or other individual leaves office or employment within ACBO. Any board member, staff member, or other individual who purposely, or through a failure to exercise reasonable care, causes confidential information to be disclosed may be subject to disciplinary action, including termination, removal, or other sanctions allowed by law.

Statement of Understanding and Agreement:

In signing this statement, I confirm that I have received a copy of the ACBO Confidentiality Policy and agree to abide by the guidelines set forth therein.

Signature __________________________ Date: ___________________________

Print Name: _______________________________________________

AMERICAN COUNCIL OF THE BLIND OF OHIO POLICY REGARDING

CONFLICTS OF INTEREST AND DISCHARGE OF DUTIES

I. PURPOSE AND APPLICABILITY OF POLICY

The purpose of this policy is to protect the interest of the American Council of the Blind of Ohio (hereinafter, “ACBO”) when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or employee of ACBO. This policy is intended to supplement, but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations. The individuals who are subject to this policy include those serving as officers and directors of ACBO and employees of ACBO.

II. DEFINITIONS

A. Interested Person: An officer, director, or employee who has a direct or indirect financial interest, as defined below, is an interested person.

B. Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or his or her immediate family:

1. An ownership or investment interest in any entity with which the organization has a transaction or arrangement;

2. A compensation arrangement with the organization (other than for services as an employee) or with any entity or individual with which the organization has a transaction or arrangement; or

3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the board of directors decides that a conflict of interest exists.

III. STANDARD OF CARE IN DISCHARGE OF DUTIES

It is the responsibility of each officer, director, and employee of the organization to discharge his or her duties in good faith, in a manner the person reasonably believes to be in the best interest of the organization, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

IV. CONFLICTS PROCEDURES

A. Duty to Disclose: In connection with any actual or possible conflict of interest, an interested person must disclose the existence of his or her financial interest and be given the opportunity to disclose all material facts relating to his or her financial interest to the officers and directors, considering the proposed transaction or arrangement.

B. Determining Whether a Conflict of Interest Exists: After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person must leave the board meeting while the financial interest is discussed and voted upon. The remaining board members shall decide if a conflict of interest exists.

C. Procedures for Addressing the Conflict of Interest:

1. An interested person may make a presentation at the board meeting regarding the proposed transaction or arrangement, but after such presentation, the interested person shall leave the meeting during the discussion of, and the vote on, the proposed transaction or arrangement that could result in the conflict of interest.

2. The presiding officer of the board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

3. After exercising due diligence, the board shall determine whether the organization can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

4. If a more advantageous transaction or arrangement is not reasonably attainable under the circumstances that would not give rise to a conflict of interest, the board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in ACB’s best interest and for its own benefit and whether the transaction is fair and reasonable to the organization and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.

V. VIOLATIONS

A. Procedure: If the board has reasonable cause to believe that a person subject to this policy has failed to disclose actual or possible conflicts of interest or failed to discharge his or her duties in accordance with Article III, it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure.

B. Action: If, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the board determines that the person has, in fact, failed to discharge his or her duties in accordance with this policy or to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

VI. RECORDS OF PROCEEDINGS

The minutes of the board meeting shall contain:

A. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present and the board’s decision as to whether a conflict of interest in fact existed.

B. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussions, including any alternatives to the proposed transaction or arrangement and a record of any votes taken in connection therewith.

VII. COMPENSATION

A voting member of the board of directors who receives compensation, directly or indirectly, from ACBO for services rendered in conjunction with a transaction or other business arrangement is precluded from voting on matters pertaining to that member’s compensation.

VIII. ANNUAL STATEMENT

Each director, officer, and employee of ACBO shall complete and sign a Conflict of Interest Policy Annual Statement within ninety (90) days after his or her initial election or appointment and annually thereafter. The current form is attached hereto as Exhibit A. All signed statements shall be filed with the executive director who shall review such statements within thirty (30) days of receipt and notify the ACBO president of any potential conflicts of interest disclosed therein. All signed statements shall remain on file in the ACBO office.

IX. PERIODIC REVIEWS

To ensure that ACBO operates in a manner consistent with its charitable purposes and that it does not engage in activities that could jeopardize its status as an organization exempt from federal income tax, periodic reviews shall be conducted and their findings reported to the Board of Directors. The periodic reviews shall, at a minimum, include the following subjects:

A. Whether compensation arrangements and benefits are reasonable and are the result of arm’s length bargaining.

B. Whether partnership and joint venture arrangements and arrangements with management service organizations conform to written policies, are properly recorded, reflect reasonable payments for goods and services, further charitable purposes and do not result in inurement or impermissible private benefit or in an excess benefit transaction.

X. USE OF OUTSIDE ADVISORS

In conducting the periodic reviews provided for in Article IX, the Organization may, but need not, use outside advisors. If outside advisors are used, their use shall not relieve the Board of its responsibility for ensuring that periodic reviews are conducted.

Exhibit A

AMERICAN COUNCIL OF THE BLIND OF OHIO

Appendix C: CONFLICTS OF INTEREST POLICY ANNUAL STATEMENT

The undersigned, being a director, officer, or employee of the American Council of the Blind of Ohio, hereby acknowledges the following:

1. I have received a copy of the ACBO Policy Regarding Conflicts of Interest and Discharge of Duties (the “Policy”).

2. I have read and understand this Policy.

3. I agree to comply with the Policy.

4. I understand that the Policy applies to all directors, officers, and employees of ACBO.

5. I understand that ACBO is a charitable organization and that in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

6. The following information concerning conflicts and potential conflicts is true, correct and complete to the best of my knowledge:

A. I serve or represent the American Council of the Blind of Ohio in the following capacity or capacities:

B. I am a director, officer, or employee, or I have a material financial or beneficial interest in the following organizations which may have a conflict of interest with the American Council of the Blind of Ohio:

C. I am not involved in any activity or transaction, nor am I a party to a contract involving interests which could be found to be adverse to the American Council of the Blind of Ohio except for the following:

D. I am not pursuing any business opportunities which might adversely affect the American Council of the Blind of Ohio, except for the following:

E. I bring to your attention the following potential conflicts of interest in addition to those, if any, disclosed in B, C and D above: (If none, insert “None.”)

Dated: ______________

Print or Typed Name: _____________

Signature: ______________

Appendix D: COMMITTEE CHAIRING

CHAIRING A COMMITTEE

ACB-Ohio has several standing committees, all helpful in conducting the business of the organization. Each committee must have an officer or director as chair; any member in good standing can serve on a committee. Some committees are not open to anyone who is not a board member, e.g., matching grants and personnel. We may also periodically set up ad hoc committees to take care of unexpected business.

Responsibilities of the committee chairperson

1. Approve/select members with support from the president.
2. Get to know those people.
3. Ensure that a zoom meeting room is available for meetings.
4. Inform members, the president, and the executive director of dates and times of meetings
5. Put together an agenda for the meeting.
6. Send out any documents/reminders to committee and/or board members.
7. Take notes or appoint someone to do so, then email the notes to committee members as soon as possible after the meeting.
8. Provide committee reports prior to or during board meetings and answer questions about your committee’s work during those meetings.
9. Speak for the committee whenever necessary or appoint someone to act as spokesperson.
10. Promptly inform the president of any change in membership.
Remember that the president and the executive director are ex officio members of all committees; they may choose not to participate, but do let them know of meetings.
Committees should meet at least once per quarter.