The Brotherhood of Excellence Academy Board of Directorâ€™s Meeting Thursday, August 2, 2018 7:00pm
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The Brotherhood of Excellence Academy Board of Director’s Agenda Teleconference 7:00pm Agenda Call to Order Opening Prayer Dismissal of Roberts Rules of Order Founder: Vision, Organization Charts, Phases, Articles of Incorporation Paperwork: Invitation Letter, Board Application, Duties and Responsibilities, Conflict of Interest Policy Officer Elections Bylaw Updates Strategic Plan 2018-2019 Setting up Financial Account with Treasurer Next Meeting – December 2018 Prayer Adjourn
Invitation to the Board of Director for The Brotherhood of Excellence Academy As a duly authorized representative of The Brotherhood of Excellence Academy, I have been tasked with the duty of identifying high quality individuals whom I believe would be qualified candidates to serve on a term on our board of directors. Believing you to be such as individual, it would be an honor if you would consider joining our Board of Directors. Not only do I believe that you are a qualified candidate from a compliance perspective, but your wisdom and insight could be very valuable to the vision and mission of this organization. Vison: Every young male will discover and fulfil their authentic destiny Mission Statement: Preparing young males for Enrollment, Enlistment, Entrepreneurship, Employment and Empowerment Motto: Enter the Learn, Exit to Lead The decision to serve on the Board of Directors should never be taken lightly and therefore time spend in contemplation and prayer is prudent. Enclosed in your package are the following: • Duties and responsibilities of board members • Board of Director Application • Conflict of Interest Policy Please take a moment to review these documents. On August 2, 2018 at 7:00pm, we will review the documents and vote on officers accordingly. Please feel free to contact me if you have any questions and/or visit our temporary website at https://brotherhoodeacadem.wixsite.com/brotherhood Sincerely, Chameeka N. Smith Founder
Board of Directors Roles and Responsibility Section 1: Officers of the Corporation There shall be four (4) elective Officers of the Board: a chairperson, a vice chairperson, a secretary and a treasure and such other officers and assistant officers and agents as the Board of Directors deems necessary. The Board of Directors may create additional Board Officers positions, defined the authority and duties of each such position and the chairperson shall appoint persons to fill the positions. Any two or more offices may be held by the same person, except the offices of chairperson and Secretary. The duties of the officers shall be those prescribed by these bylaws and any additional duties as from time to time prescribed by the Board. Section 2: Chairperson The chairperson shall preside at all meeting of the Board of directors of the Corporation and shall be responsible for implementing policies established by the Board of Directors. The chairperson shall establish the agenda in consultation with the Executive Director/School Administrator for each meeting of the Board of Directors and have such power as may be reasonably constructed as belonging to the chief executive any corporation. The chairperson performs such other duties as the Board of Directors may prescribe. Section 3: Vice Chairperson In the absence of the chairperson or in the event of the chairpersonâ€™s inability or refusal to serve, the vice chairperson as selected by the Board of Directors, shall perform all the duties of the chairperson and, when so acting, shall have all the powers and authority of the chairperson. Such chairperson shall have such other powers and perform such other duties as the board of directors or chairperson may prescribe. Section 4: Secretary a.
Certify and keep at the principal office of the corporation the original or a copy of these bylaws as amended or otherwise altered to date;
b. Keep at the principal office of the corporation or at such other place as the board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof; c. See that all notices are duly given in accordance with the provisions of these bylaws or as required by the law; d. Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these bylaws, to duly executed documents of the corporation; e. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore, the bylaws, and the minutes of the proceedings of the directors of the corporation; f. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.
g. Perform duties as assigned by the Board h. Perform all duties incident to the office of Secretary
Section 5: Treasurer The Treasurer shall: a) Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors; b) Receive and give receipt for, monies due and payable to the corporation from any source whatsoever; c) Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, and proper vouchers for such disbursements; d) Keep and maintain adequate and correct accounts of the corporationâ€™s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses; e) Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore; f) Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation; g) Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports; h) In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors i) Have charge and custody of and be responsible for all funds and securities of the Corporation j) Receive and give receipts for moneys due and payable to the Corporation for any source. k) Deposit all moneys in the name of the Corporation in banks, trust companies or other depositaries as provided in the bylaws or as directed by the Board of Directors or President l) Write checks and disburse funds to discharge obligations of the Corporation with a signature either from the board chairperson and/or Executive Director/School Administrator m) Maintain the financial books and records of the Corporation n) Prepare financial reports at least annually o) Perform other duties as assigned by the Board of Directors p) If required by the Board of Directors, give a bond for the faithful discharge of his or her duties in a sum and with a surety as determined by the Board of Directors. q) Perform all the duties incident to the Office of Treasurer
THE BROTHERHOOD OF EXCELLENCE ACADEMY Board of Director Positions Vision: Every Young Male will discover and fulfil their authentic destiny Mission: The mission of the Brotherhood of Excellence Academy is transform young men from traditionally underserved populations through a high quality, engaging, college preparatory program that results in closing the opportunity gap and graduates succeeding in college and life. “Preparing males for Enrollment, Enlistment, Entrepreneurship, Employment and Empowerment” Overview The Brotherhood of Excellence Academy governs the overall execution of the Corporation’s Vision and Mission. Principally, the Board manages organizational finances and sets long term priorities for the Academy, including the development of: the strategic plan and approval of the corporation’s budget. Additionally, the Board oversees the Executive Director/School Administrator, who is responsible for day-today management of the Corporation. Overall, the members of the Board contribute to the educational, management, legal, and financial skills needed to ensure long term Corporation stability and ensure year-to-year educational excellence for The Brotherhood of Excellence Academy’s mission. The Board of Directors has up of a maximum of 7 voting members. Terms are for 3 years excluding the founding board members who will serve for 1 year prior to the first annual meeting where their official term will begin. Board Member responsibilities include attendance regular board meetings, as well as teleconference meetings and active electronic conversations as part of the Board committees. In some years, the Board will hold additional meetings. Board members also hold a fiduciary responsibility for management of organizational capital and ensuring appropriate filings with federal, state, and local authorities consistent with the Corporation’s future status as a 501(c)(3) nonprofit organization. The attendance policy allows for removal if three consecutive meetings are missed without notice. Declaration of Candidacy Board positions require a time and energy commitment that should not be underestimated. Future Board members are urged to consider personal priorities for the next year as well as the ways to contribute to the development of the Corporation. Resources available to prospective members: • • •
Organizational Documents: Strategic Plan, Bylaws, FY Budget, Operating policies, and others upon request Program Overview & Calendar of Events Email or call the Executive Director (252) 549-0068 or email@example.com with questions
Please email your completed application and include a copy of your most recent resume to: firstname.lastname@example.org or email@example.com Time and Financial Considerations Meetings: • Board Meetings as scheduled by the board chair and Executive Director/School Administrator • • Committee Work (generally by email) • Annual Meeting • Fundraiser- board participation needed Donations: As with any Board members, we will be solicited for a cash or in-kind donation; 100% participation is sought; the amount is optional but we ask that board members consider giving at a leadership level. Board members should maintain an active membership status during their term.
The Brotherhood of Excellence Academy P. O. Box 898 Winterville, NC 28590 Telephone No. 252-549-0068
Board of Directors Application Please email your completed application and include a copy of your most recent resume to: firstname.lastname@example.org
Date ______________________________ Name _____________________________________________________________________________ First MI Last Residence Address____________________________________________________________________________ Phone ______________________________E-mail _________________________________________ Employer Name______________________________________________________________________________ Your title __________________________________________________________________________ Address ___________________________________________________________ Phone _______________________________E-mail ________________________ Type of business or organization________________________________________________________ Preferred method of contact ( ) Work
( ) Residence
Please list boards and committees that you serve on, or have served on (business, civic, community, fraternal, political, professional, recreational, religious, social). Organization Role/Title Dates of Service _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ Education/Training/Certificates _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ Optional â€“ Have you received any awards or honors that youâ€™d like to mention? _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________
How do you feel The Brotherhood of Excellence Academy would benefit from your involvement on
the Board? ___________________________________________________________________________________ ___________________________________________________________________________________ ___________________________________________________________________________________ Skills, experience and interests (Please circle all that apply) Finance, accounting Personnel, human resources Administration, management Nonprofit experience Community service Policy development Program evaluation Public relations, communications
Education, instruction Special events Grant writing Fundraising Outreach, advocacy Other _______________________ Other _______________________ Other _______________________
Please list any groups, organizations or businesses that you could serve as a liaison to on behalf of The Brotherhood of Excellence Academy. ________________________________________________________________________ ________________________________________________________________________ _______________________________________________________________________ Please tell us anything else youâ€™d like to share. _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________
Please include a copy of your most recent resume with your application Thank you for your interest in The Brotherhood of Excellence Academy
2018 Conflict of Interest Policy Statement The Brotherhood of Excellence Academy P.O. Box 898 Winterville, NC 28590
I, _______________________________________________, hereby acknowledge and affirm, pursuant to the Conflict of Interest Policy (â€˜Policyâ€?) of The Brotherhood of Excellence Academy that: I have received a copy of the Policy: 1. I have read and understood the Policy; 2. I agree to comply with the Policy and 3. I understand that The Brotherhood of Excellence Academy is a charitable organization, and to maintain its federal tax exemption it must engage primarily in activities that accomplish one or more of its tax- exempt purposes.
_____________________________________________ Print Name _____________________________________________ Date _____________________________________________ Signature
Conflict of Interest Policy Policy Statement This policy provides guidance for the Corporationâ€™s Conflict of Interest Inclusions and Exclusions All employees, volunteers, or other personnel of The Brotherhood of Excellence Academy performing a function of the Corporation either directly or indirectly are included in this policy. There are no excluded individuals, groups, or departments to this policy. Stewardship The Board of Directors of the Corporation is responsible for the management of this policy. The Executive Director/School Administrator or designee of the Corporation provides practical administration of this policy. The Board of Directors is authorized to make changes to the scope and detail of this policy in accordance with the bylaws of the Corporation. Body
Purpose The purpose of the Conflict of Interest Policy is to protect this tax-exempt Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Corporations.
Definitions Interested Person Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest A person has a financial interest if the person has, directly or indirectly, through business, investment, or family: An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,
Compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Procedures Duty to Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement. 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, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Procedures for Addressing the Conflict of Interest: An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy
If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings The minutes of the governing board and all committees with board delegated powers shall contain: 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 governing board's or committee's decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings
Compensation A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Annual Statements Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person: Has received a copy of the conflicts of interest policy, Has read and understands the policy, Has agreed to comply with the policy, and Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Periodic Reviews To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining. Whether partnerships, joint ventures, and arrangements with management Corporations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts When conducting the periodic reviews, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
1st Board of Director's Meeting August 2, 2018 7:00pm