Chapter Board of Directors FY15 / FY16 Handbook
Dear Chapter Board Member, JDRF was founded over 40 years ago by families like ours who came together around a kitchen table with one goal – to mobilize the type one community to find a cure. What began as two people has become a team of thousands, supporting millions, all working collaboratively for a world without T1D. Respect and responsibility to each other were keys to JDRF growing from those initial conversations around a kitchen table to the largest private funder of T1D research in the world. In that spirit, we’re thrilled to share the Chapter Board Handbook. This version includes a few edits, suggested as a result of a comprehensive evaluation from the field, to ensure both greater clarity and reinforce the importance of the volunteer/staff partnership - a tradition that honors the unique contributions of the thousands of individuals around the world who roll up their sleeves and contribute their time, talent, and treasure, and the nearly 700 women and men who dedicate their professional careers in pursuit of our shared mission. Together we welcome you as a board member in your local chapter and thank you for your service and dedication. With our renewed commitment to JDRF One Walk and Leadership Giving, FY 16 promises to be a pivotal year for JDRF. Our volunteer leaders – working front and center with our staff – will be central to our continued success. We hope you find this revised version of the handbook, which once again includes chapter operating guidelines and updated information on both the nominating process and the Boards of Distinction process, to be helpful as you embark on a new fiscal year. On behalf of our families and colleagues, thank you for all that you do to help create a world without T1D. With Gratitude,
John Brady Chairman, International Board of Directors
Derek Rapp President and CEO
TABLES OF CONTENTS Chapter Board Members: Core Duties .................................................................................... 1 The Volunteer/Staff Partnership: The Cornerstone of JDRF .................................................... 3 Becoming a Board of Distinction: The Six Drivers of Success ................................................... 5 The Board Nominating Process: Evaluating the Current, Building the Future .......................... 8 Chapter Operating Guidelines .............................................................................................. 10 OnePlace for Volunteers ...................................................................................................... 15
JDRF CHAPTER BOARD OF DIRECTORS: CORE DUTIES JDRF is an organization built on a grassroots model of people connecting in their local communities, collaborating regionally for efficiency and broader fundraising impact, and uniting on a national stage to pool resources and leverage talent in pursuit of our mission to cure, treat, and prevent type 1 diabetes (T1D). Chapters and branches exist to support local networks of donors, volunteers, and advocates who tell our stories, share our vision, and fundraise to support our agenda of a world without T1D. JDRF plays a unique role as the leading global organization funding T1D research. While we partner with many local and national diabetes organizations that provide complementary support services, JDRF’s razor-sharp focus on funding research over the past 40+ years has allowed us to make significant progress in achieving our mission. Unlike some other national organizations and most local nonprofits, our chapters and branches are not independent 501 (c)(3) organizations, but instead function as business units of a national organization with an International Board of Directors (IBOD) providing governance, policy, and fiduciary oversight. While chapter Executive Directors are hired by and report directly to Regional Directors, members of our local boards serve a vital role in achieving the JDRF mission and have three primary responsibilities: fundraising, leadership, and advocacy. Fundraising The success of the JDRF mission is dependent upon local chapters and regions meeting annual budgeted fundraising goals through the implementation of core programs such as Walk, Gala, Ride, Leadership Giving, and other initiatives. At the local board level, while chapters set individual criteria for giving amounts, all board members are expected to:
Ensure chapters have 100 percent board giving, and make a personal, annual gift to JDRF (typically within the individual’s top two philanthropic gifts). Actively participate in at least one chapter fundraising program (Walk, Gala, etc.) per year and give/get a minimum amount to support that event. Identify potential donors and supporters by reaching out to personal and professional contacts.
Leadership JDRF chapter board members serve as the face of JDRF in their local communities and engage and inspire their fellow citizens to play an active role in achieving our mission. As a community leader, chapter board members make a commitment to:
Ensure that chapter activities support the core programs of the chapter and the mission of JDRF. Engage in activities that are best suited to their talents, skills, and knowledge, and best meet the needs of their local chapter, including serving on an event or board committee. Identify and steward donors, volunteers, and potential board members who may be interested and capable of contributing to JDRF in a leadership role. Regularly participate in the chapter’s board meetings, with special emphasis on the chapter’s annual meeting.
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Partner with staff in campaign planning and implementation. Hold oneself and other board members accountable to all of the above.
Advocacy JDRF Advocacy works to engage elected federal officials on several important priorities for people affected by T1D, including renewal of the Special Diabetes Program, advancement of the Artificial Pancreas Project, and federal funding for T1D research. Local board members play a key role in supporting these efforts and are expected to:
Sign up to be a JDRF advocate and take action on alerts when requested. Participate in advocacy campaigns to engage Members of Congress on issues and priorities impacting people with T1D, such as the “Promise to Remember Me” campaign and the “New Member Outreach” initiative. Invite and encourage friends and family to become JDRF advocates.
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THE VOLUNTEER/STAFF PARTNERSHIP: THE CORNERSTONE OF JDRF The volunteer/staff partnership, a guiding principle that celebrates the unique roles volunteers and staff each play in achieving our mission, is at the heart of every success JDRF has achieved over the past 40+ years. The philosophy is based on mutual respect, an acknowledgement of the unique roles, perspectives, and talents volunteers and paid staff each bring to the organization, and a shared commitment to achieving the JDRF mission. Because chapter board members often wear two hats, understanding the JDRF volunteer/staff partnership means first knowing which hat you’re wearing: 1. As members of a chapter’s volunteer leadership body; or 2. As volunteer colleagues to the chapter staff. A board member’s first hat is the leadership hat, worn when meeting as a member of the chapter board to carry out policies and programs established by the International Board of Directors (IBOD) and, in concert with national and regional strategies and goals, to support the strategic priorities for the chapter. In this role, board members primarily partner with the chapter’s senior staff, usually the Executive Director and/or Branch Manager/Director, as well as Regional Directors. The second hat a board member wears is the volunteer hat, to be worn when volunteering to support chapter staff with the implementation of fundraising programs and initiatives. When wearing this hat, board members should work closely with the chapter staff to ensure their efforts are supportive and complementary. All JDRF staff are hired and employed by JDRF International, and must meet nationally established performance standards and follow all national human resources policies and procedures. Executive Directors are hired and supervised by Regional Directors, who oversee chapter performance and ensure staff accountability. In turn, Executive Directors hire and supervise chapter and branch staff. As the Executive Director’s direct supervisor, the Regional Director is always available to meet with board leadership to discuss concerns, hear praise, and support both the Executive Director and Board in achieving their collective goals. Each Regional Director also partners with a Regional Volunteer Leader (RVL), an individual with extensive JDRF volunteer leadership experience, who can support both chapter presidents and staff in fulfilling their duties. The three principals of the JDRF volunteer/staff partnership are best summed up by the acronym ACT: Accountability, Communication, and Teamwork. Accountability Staff members are held to high levels of accountability for meeting chapter fundraising and advocacy goals, carefully managing the resources of the organization, the successful stewardship of donors, volunteers, and community members, and a commitment to the JDRF Code of Ethics. It is important for chapter board members to support these high standards and provide resources, support, and guidance to staff, as requested.
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Likewise, JDRF chapter board members and other volunteers donate a significant amount of time and talent to help the organization achieve its collective goals. They depend on staff to honor that time and provide clear direction, training, and support. At its core, accountability is a two-way street that encourages volunteers and staff to work together with shared goals and objectives all aligned to support the JDRF mission. Communication Open and transparent communication with the goal of “no surprises” is essential to the volunteer/staff partnership. If issues or potential conflicts arise between volunteers and staff or volunteers and volunteers, they should be addressed as quickly as possible. Many potential conflicts are the result of misinformation or misperceptions, and can be more easily resolved through honest dialogue when they first surface. To facilitate positive relations, it is essential to address sensitive issues directly with the chapter Executive Director. It is the responsibility of chapter staff and leadership volunteers to communicate with each other in a timely, honest, and respectful manner. Teamwork In the volunteer/staff partnership model at JDRF, teamwork means chapter leadership volunteers and chapter and regional staff will look out for each other, pitch in where needed, and celebrate the collective achievements of the organization. While all chapters experience some differences of opinions on how to best implement a local fundraising program or how to prioritize resources both locally and in support of regional priorities, the goal is to speak with one voice. This is achieved by working together, building on the strengths of the individual volunteers and staff members, and trusting in the collective wisdom of the group.
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ON BECOMING A BOARD OF DISTINCTION: THE SIX DRIVERS OF SUCCESS Over the course of its 43 year history, JDRF has documented and established best practices that are shared by successful chapter boards across the organization. Boards that achieve these norms are recognized with the prestigious JDRF Board of Distinction honor at the end of each fiscal year. To achieve this recognition, each May the chapter President and Executive Director must annually certify the chapter has achieved the following six principles to support JDRF fundraising, leadership, and advocacy objectives: 1. The chapter board understands the success of the JDRF mission is dependent upon meeting annual fundraising goals through the implementation of core programs, and ensures:
100 percent of board members make an annual, financial contribution. All board members annually support a minimum of one special event (Walk, Gala, etc.) through personal giving and/or soliciting funds. The chapter meets and/or exceeds its annual net income goal while achieving or increasing its efficiency ratio. The board reviews the annual budget, including income goals and expense ratios, and reviews progress at each meeting. Planned giving is actively promoted to the board and at chapter events, and the chapter has contributed toward the region’s planned gift commitment goal.
2. The chapter has engaged board leadership working in partnership with staff on the following key functions:
Nominating/Board Development One Walk Gala Ride Corporate Development Leadership Giving Advocacy Research (Research Information Volunteer) Outreach Volunteer Engagement Stewardship
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3. The chapter board operations are efficient and effective to meet JDRF’s mission, including:
Board formally meets a minimum of four times per year and holds an annual meeting in accordance with chapter operating guidelines. 100 percent of board members sign the JDRF Code of Ethics/Conflict of Interest form on an annual basis. Minutes are taken at every board meeting and at each subsequent meeting a vote is called to approve. There is an established annual calendar by the start of the fiscal year for all board and committee meetings and formal board functions. Committee composition and officer positions are consistent with chapter operating guidelines. All board members actively serve on a board-level and/or event committee. Every committee has sufficient number of members to fulfill its duties and members have position descriptions that clearly outline duties. The effectiveness of each committee chair is assessed annually by the nominating committee, and accountability issues are addressed proactively and to successful resolution. Board members are recognized for their ongoing service. Retiring board members are offered opportunities for continued engagement with JDRF.
4. The Nominating and Board Development Committee shall maintain a focus on the ongoing development of the board and its leadership, and ensure:
Active succession planning is ongoing throughout the year for all key chapter leadership roles, and candidate identification is based on assessed needs and strategic and development plans. A sufficient number of new members and slate of officers is recruited to effectively meet chapter needs. Board expectations are clearly detailed and explained to each candidate through inperson interviews. Board orientation is provided for all new members. New members are assigned a mentor and a minimum of one social activity is scheduled to support networking and member bonding. Term limits are observed to ensure new member opportunities and ongoing new leadership development. The Board Scorecard and Individual Self-Assessments are completed on an annual basis. The effectiveness of each board member is assessed annually by the nominating committee focusing on accountability, engagement, and fundraising commitment.
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5. The chapter has an operating plan which represents the consensus and thinking of chapter board leadership, along with chapter and regional staff leadership, including:
Annual operating plans are in place for every chapter program and are developed annually at the start of the fiscal year. Progress in executing toward strategic goals is reviewed twice per year at board meetings and is assessed for adjustments based on changing conditions at least annually. Operating plan activity, timelines, and progress is reviewed at each committee meeting and assessed for adjustments. Every standing committee routinely reports progress to the board.
6. The chapter, including both staff and volunteer leadership, is proactively and consistently implementing advocacy, outreach, and stewardship activities to deepen JDRF’s relationship with constituents, including:
Board members understand their role as ambassadors for JDRF and assist in attracting new people to the organization as program participants, donors, and volunteers. Board members actively engage with volunteer leadership at other chapters and support regional goals, including sharing resources and donor opportunities. An effective advocacy function is established and executed, in line with models and tools found online at advocacy.jdrf.org and other online resources. The chapter has an active outreach program, with effective methodology and integration of national program components to support families and individuals, and connect them to JDRF’s mission. The chapter has a minimum of one annual research symposium each year targeted to donor cultivation and stewardship.
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THE NOMINATING PROCESS: EVALUATING THE CURRENT, BUILDING THE FUTURE One of the key drivers of success for JDRF chapter boards is our commitment to a thorough and ongoing board development process. The goal of a chapter Nominating and Board Development Committee is to proactively evaluate the effectiveness, needs, and gaps of the current board and to develop a pipeline of talent and cultivate future chapter leaders. The committee identifies, cultivates, recruits and maintains a list of persons who will provide a balanced mix of strengths and talents to drive the chapter toward its maximum fundraising potential. The decisions reached by this committee have great and lasting impact on the chapter and the importance of its work should be recognized. The primary functions of the Nominating and Board Development Committee are: 1. Ensure current board members, overall and individually, are supported and are maximizing their contributions to JDRF. 2. Present a slate of:
Nominees to the chapter board of directors at the board’s annual meeting. Present a slate of suggested officers for consideration by the board of directors. The presentation of these slates is the culmination of the year round process. Throughout the year, the members of the nominating committee will have been at work listening, observing, being accessible, and networking.
3. Maintain a focus on the ongoing development of the board through the evaluation of officers and committee chairs, and leadership succession planning. 4. Ensure new board members are effectively and adequately oriented, mentored, and onboarded into their individual roles. Following is a standard timeline, outlining the chapter board nominating process:
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Timeframe July-September
Activity
October-December
January-March
April-June
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Form the Nominating and Board Development Committee (NBDC)—the chair works with board and staff to fill committee with five to nine members (30 percent non-board representation). Per the operating guidelines, the chapter Executive Director is a voting member of the committee. Hold organizing meeting to develop plan, timeline, and assignments. Hold formal orientation of new board members. Assign seasoned board member mentor to each new member, to include monthly check-in as needed to determine needs. Hold meet-and-greet socializing opportunity (may be tied to board meeting) for new and returning board members. Ensure and support as needed each new member to find an appropriate committee (based on skills and interest) to join. Promote initial succession planning and mentoring for each leadership position. Review past nominating committee records. Complete Gap Analysis of current board of directors to identify needed skills, connections, and gaps. NBDC Chair makes a presentation at a board meeting to solicit input and give overview of the timetable and needs. Actively work with board members and staff to build initial candidate list. Review community resources for additional nominees. Promote active mentoring of likely successors for each leadership position. Prepare board recruitment materials. Identify and propose Advocacy Team Chair (ATC) candidate to the JDRF Advocacy team in D.C. to begin approval process. Advocacy Team Chair (ATC) approval process will be completed with JDRF Advocacy team in D.C. in order to invite incoming ATC to participate in annual JDRF Government Day event, along with outgoing ATC. Identify, assign top prospects to individual nominating committee members. Begin candidate interviews. Evaluate current officers and consider prospects for new officers. Incumbent board members complete self-evaluation for review by the committee. Conduct objective assessment of individual board members utilizing Scorecard. Each board member meets with a NBDC member to discuss efficacy of involvement, additional needs to support engagement, and interest in future leadership role. NBDC works with executive committee to address accountability issues or needs uncovered during evaluation process and/or one-to-one meetings. NBDC works with the board President and Executive Director to select the officers to be recommended to the board for election. Select board slate to recommend to the membership for vote at the annual meeting. Contact candidates and confirm nominations. Contact candidates not recommended for board positions to invite them to serve on a committee, if appropriate. Annual meeting date to be held by June 30. Notice of annual meeting sent out to membership with board slate and bios. Membership elects Board at the Annual Meeting. Retire applicable board members. Board elects officers, including the nominating chair, either at annual meeting or first board meeting of fiscal year.
CHAPTER OPERATING GUIDELINES OF JDRF, INTERNATIONAL Scope and Purpose of Chapter Operating Guidelines The purpose of these chapter guidelines is to enhance role clarity and to support the orderly execution of board activities of chapters and other JDRF business units. JDRF chapters are not independent 501 (c)(3) nonprofits, but instead function as business units, within JDRF’s eleven-region field structure. The national organization is led by the volunteers who comprise the JDRF International Board of Directors (IBOD), which governs and makes policy. These guidelines are part of, and must be read in conjunction with, the Chapter Board of Directors Handbook. The IBOD has vested the authority to issue and administer these guidelines with JDRF management (hereinafter JDRF).
ARTICLE I CHAPTER MEMBERSHIP AND STRUCTURE Section 1 – Membership Eligibility A person may become a member of JDRF upon annual payment or contribution in cash (but not in-kind) to any JDRF fundraising program or event. JDRF reserves the right to terminate the membership of any member whose conduct is deemed prejudicial to the welfare of JDRF.
Section 2 – Structure of Chapters and Other Business Units JDRF is geographically organized in various business units. JDRF shall make all decisions regarding the formation, recognition, and geographical area of any of these units, any structural changes thereto, and the policies and procedures by which said units operate, including these operating guidelines. Except where otherwise noted herein references to “chapters” shall be applicable to branches and to business units of a smaller size.
ARTICLE II BOARD OF DIRECTORS Section 1 – Purpose Chapter boards and their members provide volunteer leadership to the chapter and region and play a vital role in executing fundraising, leadership, and advocacy. Chapter volunteer leaders are encouraged to be fully engaged in a partnership with a larger team that includes the Regional Director and regional volunteers in addition to the chapter team. The Chapter Board of Directors Handbook provides a full treatment of the function and responsibilities at the chapter and regional levels.
Section 2 – Composition, Qualifications, and Term The Board of Directors of any JDRF chapter or smaller business unit shall consist of at least six persons. The Executive Director shall serve as a non-voting member of the board and, if applicable, shall serve, or designate another staff person to serve, as a non-voting member of the board of directors of a branch. Where one or more branches of a chapter have been established the Chapter Nominating and Board Development Committee shall consider the merit of providing branch representation on the chapter board of directors. Each director shall be a member of JDRF and shall serve without compensation. Directors shall be entitled to reimbursement of reasonable expenses in accordance with JDRF policy. Spouses, registered domestic partners, and immediate family members of directors or of JDRF staff may not serve at the same time on the same or related (e.g. connected chapterbranch) boards. Directors who seek employment with JDRF must resign from the board prior to application. Those former directors, whose JDRF employment applications are unsuccessful, shall be eligible for board membership at the next following annual meeting. Former JDRF employees shall not be eligible to serve as a director of a chapter they served as staff until the completion of a three-year hiatus. This limitation shall not affect the eligibility of a former JDRF employee to serve as a director of a different chapter. Directors shall be elected for two-year terms and may not serve more than three consecutive terms. Terms run from July 1 to June 30. Directors who are elected
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chapter President in their sixth year shall be entitled, if re-elected, to serve a second year as President for a total of seven years of consecutive service. Service as a director of one business unit does not affect eligibility for service to another business unit. A director who has completed three two-year terms, and has remained off the board for one year or more, may be re-nominated and re-elected to the board. The number of directors on the board who have served more than three full two-year terms shall be limited so that at any one time no more than two directors or 10 percent of the current board membership, whichever is greater, shall have served more than three full two-year terms prior to their current term.
Section 3 – Linkage to the JDRF Council of Chapters and Affiliates The chapter board shall elect two delegates to the next annual meeting of the JDRF Council of Chapters and Affiliates, who shall represent the members of the chapter and all branches and councils thereof at such Council of Chapters and Affiliates. The chapter board shall also elect two alternate delegates who may serve in the event of a vacancy. Only members of JDRF may serve as delegates and alternates. Branches and councils may not elect delegates or alternates to the Council of Chapters and Affiliates but members of a branch or council may be considered for election as delegates or alternates.
ARTICLE III BOARD OFFICERS Section 1 – Board Officers Board officers shall include, at a minimum, the President, a Vice President/President-elect, a Treasurer, and the Chair of the Nominating and Board Development Committee. All of the foregoing members shall serve on the Executive Committee. The directors may also elect such additional officers including, without limitation, the Advocacy Team Chair (who must be approved by the JDRF Advocacy team) or additional Vice President(s) as in their judgment may be necessary. Business units other than chapters are not required to have a treasurer.
Section 2 – Duties of the President The chapter President shall preside at all meetings of the board of directors, Executive Committee and annual meeting and shall have such other duties as may be assigned by the board of directors. The President shall provide overall leadership and shall be accountable for volunteer engagement, workgroups, and committees established to advance chapter programs. In partnership with the Executive Director, the President shall ensure that sufficient volunteer structure and support exists for all of the chapter’s key fundraising, leadership, and advocacy work. The President will also participate in regional meetings involving staff and volunteer leadership from the chapter.
Section 3 – Duties of Other Officers and Executive Committee Members The Vice President/President-elect shall serve on the Executive Committee and fulfill the responsibilities of the President when she or he is unable to act. In addition, if the Advocacy Team Chair does not serve on the Executive Committee, the Vice President shall liaise with the Advocacy Team Chair to ensure that the Executive Committee receives at its meetings reports on all advocacy activities. The Treasurer shall serve on the Executive Committee and shall make periodic reports at meetings on the overall progress made toward chapter and regional financial goals. The Treasurer will also provide support in matters related to the internal audit process to include participation in the preparation of the written response required for the periodic internal audit review, in addition to such other duties incident to the office of Treasurer in accordance with the JDRF policies and procedures. The Chair of the Nominating and Board Development Committee shall also serve on the Executive Committee. If the Advocacy Team Chair serves on the Executive Committee, he or she shall make reports at meetings on all advocacy activities and shall coordinate the execution of advocacy in collaboration with chapter staff and volunteers.
Section 4 – Term and Election The term of office of all officers shall be for one year and shall commence on July 1 following their election and shall expire on the next following June 30. Absent special circumstances, officers may not serve more than two consecutive terms in a single office, provided that a person elected as Advocacy Team Chair may serve up to six consecutive one year terms if for each such term such person has been approved by the JDRF Advocacy team. Officers shall be elected by the board of directors by a majority of the directors then in office who are present, in 11 | F Y 2 0 1 5 H a n d b o o k
person, including through the submission of an executed ballot, at a meeting of the chapter board as soon as practicable after the directors are elected at the annual meeting.
ARTICLE IV CHAPTER MEETINGS Section 1 – Annual Meeting The annual meeting of the members of the chapter shall be held on such date in the spring of each year as may be fixed by the board of directors for the purpose of: the election of the members of the board of directors in accordance with these operating guidelines; receiving the annual reports of the officers and committees; and any other business. Additional procedures governing annual meetings are set forth in Article VI herein.
Section 2 – Regular Meetings Regular meetings of the chapter board of directors may be held at such times and places as shall be determined, from time to time, by a majority of the directors but at least four such meetings shall be held during each fiscal year, one of which may be held in conjunction with the annual meeting.
Section 3 – Meeting Minutes The Executive Director shall ensure that action minutes—a simple, concise record of actions decided and follow-up steps—are captured in written form for all board meetings. It is recommended, but not required, that committee meetings record action minutes in a similar fashion.
ARTICLE V BOARD COMMITTEES Section 1 – Committee Chairs and Members The Chairperson of all regular committees shall be elected by the board for a term of one year ending on June 30. Absent unusual circumstances, chairpersons of all regular committees may not serve more than two consecutive terms (a total of two consecutive years) in a single office. Subject to the board’s approval of the final committee composition, each chairperson may recruit his or her committee members from within and without JDRF membership.
Section 2 - Regular Committees The chapter shall establish an Executive Committee, a Nominating and Board Development Committee and such other committees as shall be required from time to time. With the exception of The Nominating and Board Development Committee, in which the Executive Director serves as a co-chair with full voting rights, the Executive Director of the chapter or his or her designee shall serve as a non-voting member of each committee. Each regular committee shall have the responsibilities and duties, and shall operate in accordance with such policies and procedures, as shall be established from time to time by JDRF. Any JDRF event committee shall be established jointly by the President and Executive Director and shall not be considered a regular committee.
Section 3 – Executive Committee The Executive Committee shall be comprised of a number of directors to be determined by the board. At a minimum, the committee shall consist of the President, a Vice President/President-elect, a Treasurer, and the Chair of the Nominating and Board Development Committee. The directors may also elect such additional officers including, without limitation, the Advocacy Team Chair (who must be approved by the JDRF Advocacy team), or additional Vice President(s) as in their judgment may be necessary. Between meetings of the chapter board, the Executive Committee shall have and may exercise all of the powers and duties of the chapter board on an “as needed” basis. The Executive Committee shall not have the power to remove directors and fill vacancies on the board, to elect or remove officers, to remove and replace chapter delegates and alternate delegates, to amend or repeal any resolution of the board, to ratify appointments to the Nominating and Board Development Committee or the Executive Committee, or to call a special meeting. 12 | F Y 2 0 1 5 H a n d b o o k
Section 4 – Nominating and Board Development Committee The Chair of the Nominating and Board Development Committee and the Executive Director of the Chapter (or, in the case of a branch, the Executive Director’s designee) shall be co-chairs of the committee with full voting rights. The committee shall nominate a slate of candidates for election to the board of directors and shall present such slate to the members at the annual meeting. It shall also present a slate of suggested officers and other members of the Executive Committee for consideration by the Board of Directors. Additional procedures governing Nominating and Board Development Committee activities are set forth in Article VI herein.
ARTICLE VI NOMINATING AND BOARD DEVELOPMENT COMMITTEE AND ANNUAL MEETING PROCEDURES Section 1 – Composition of Nominating and Board Development Committee The Nominating and Board Development Committee shall consist of not less than five or more than nine members, at least 30 percent of whom shall be non-board members of the chapter. A person shall not serve on the Nominating Committee for more than two consecutive years. The Executive Director of the chapter shall serve on the committee with full voting rights.
Section 2 – Role of the Nominating and Board Development Committee The Nominating and Board Development Committee shall work to advance the many facets of effective board leadership as fully outlined in the Chapter Board of Directors Handbook. Such duties include, but are not limited to, the function of nominating candidates for election to the board of directors of the chapter or branch. It shall also present a slate of suggested officers and other members of the Executive Committee for consideration by the board of directors of the chapter or branch. Where one or more branches of a chapter have been established, the Chapter Nominating and Board Development Committee shall consider the merit of providing branch representation on the chapter board of directors. The Chair shall cause a notice containing his/her name and address to be sent to each chapter or branch member not less than 90 days prior to the annual meeting of the chapter or branch for the purpose of receiving members’ recommendations for candidates for election to the board of directors of the chapter or branch. If any member of the Nominating and Board Development Committee, including the Chair, becomes a candidate for Board President (by being nominated and by agreeing to be considered), he/she must resign from the Nominating and Board Development Committee at that time. Board presidents shall not be eligible to serve on the Nominating and Board Development Committee.
Section 3 – Annual Meeting of Members: Nomination and Election of Board of Directors Directors shall be elected by JDRF members at the annual meeting. The Nominating and Board Development Committee shall approve and present a slate of board candidates at the annual meeting along with the names of any other persons nominated provided such names had been submitted to the Nominating and Board Development Committee at least 60 days prior to the annual meeting. Nominations from the floor at the annual meeting of members shall not be permitted. A member may serve both as a director of the chapter or a branch and as a delegate or alternate delegate to the Council of Chapters. Officers shall be elected by the board of directors by a majority of the directors then in office who are present, in person, including through the submission of an executed ballot, at a meeting of the chapter board as soon as practicable after the directors are elected at the annual meeting. Notwithstanding the foregoing, any person nominated or to be nominated as the Advocacy Team Chair must be approved by the JDRF Advocacy team.
ARTICLE VII CODE OF ETHICS/CONFLICTS OF INTEREST Each officer and director of a chapter or branch shall annually execute the JDRF Code of Ethics/Conflicts of Interest statement as the same may be modified or supplemented from time to time.
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ARTICLE VIII MISCELLANEOUS PROVISIONS Section 1 – Meeting Notice Meeting notice requirements shall be as follows: For annual meetings, a notice stating the time, place and purpose shall be given to each member of record via email or by regular mail at least 10 but no more than 45 days prior to such meeting; for regular and special meetings, a notice stating the time and place shall be given to each director personally or via mail, telephone, email or facsimile, at least three days prior to such meeting. Board presidents may call special meetings on their own initiative or on the written request of at least three directors of the chapter or branch, as the case may be. The President of the chapter shall also have authority to call special meetings of the board of directors of any branch on like notice to each director of the branch. Before or at any meeting any director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to such notice having been given. Attendance by a director at any meeting shall constitute a waiver of notice.
Section 2 – Attendance and Voting Unless otherwise noted, quorum requirements shall be as follows: For chapter board and Executive Committee meetings, a majority of the directors then in office, or voting members of the Executive Committee, respectively; for the Nominating and Board Development Committee, a majority of the members; for annual meetings, the presence, including through the submission of an executed ballot, of at least 10 members of the chapter or at least 10 percent of the members of the chapter, whichever is lesser. Directors may participate in and act at any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such meeting by such means shall constitute attendance at the meeting. A majority vote of those present shall pass any question unless otherwise noted herein. Except for the submission of an executed ballot at annual meetings, no voting by proxy shall be allowed.
Section 3 – Open and Executive Sessions Meetings of the chapter board are open to the public, unless the board votes to close all or a portion of specific meetings. A body may vote to close its meeting and go into executive session with either the Executive Director or Regional Director, allowing only such persons who are specifically approved by the President and Executive Director or Regional Director to be in attendance. Notwithstanding the foregoing, any officer of the chapter shall be permitted to attend any executive session of the Executive Committee of a branch. All deliberations of the Nominating and Board Development Committee related to its nomination functions shall be conducted in closed session; however, the committee shall have the right to invite non-members to make presentations to aid in its deliberations.
Section 4 – Vacancies and Removal Vacancies on chapter boards may be filled by a majority vote of the directors present, in person, at any regular or special meeting of the board of directors. Each person so elected to fill the vacancy shall serve out the remainder of the term being filled. Such service shall not count against term limitations as set forth herein. Officer vacancies shall be filled in the same manner, subject, in the case of a vacancy in the Advocacy Team Chair, to approval by the JDRF Advocacy team. Committee vacancies shall be filled by appointment by the chapter president. Requirements for removal of a director, officer, committee member, delegate or alternate shall be as follows: Directors may be removed with or without cause by a vote of two-thirds of the directors present, in person, at any regular meeting of the chapter board; the chapter board may also remove a branch director and/or reconstitute a branch board by this same process; officers may be removed, with or without cause, by a majority vote of the directors present, in person, at any regular or special meeting of the chapter board. Notwithstanding the foregoing, no person serving as the Advocacy Team Chair who has been approved by the JDRF Advocacy team may be removed from office without approval from that department; committee chairs and members may be removed with or without cause, by majority vote of the directors of the chapter at any regular or special meeting of the chapter board; delegates or alternate delegates may be removed, with or without cause by a majority vote of directors present, in person at any meeting of the chapter board.
14 | F Y 2 0 1 5 H a n d b o o k
OnePlace is THE communication channel for JDRF staff and volunteers, bringing the latest organizational updates directly to you, while also serving as a tool for collaboration and sharing of best practices. All of these tools are designed to increase efficiency, foster the volunteer/staff partnership, and help all of us work together for a world without T1D. We encourage all chapter board members to sign on and participate. Below are a few of the many benefits of using OnePlace:
Research News: The research section includes all the latest research updates, and toolkits on our therapy areas of Encapsulation, Restoration/Regeneration, Immune Therapies, Artificial Pancreas, Smart Insulin, and Prevention. Volunteer Engagement: Here you will find valuable resources for your board of directors, including nominating and board development committee resources, annual meeting presentations, board of distinction information, board orientation materials, and all volunteer position descriptions. This section also includes a volunteer toolkit, recordings of past CEO Town Hall calls, recognition materials, and The Loop newsletter. Advocacy News: Stay up to date on all Advocacy efforts, including Government Day, Promise to Remember Me Campaign, Children’s Congress, and legislative issues and materials on Artificial Pancreas Project and Special Diabetes Program. Fundraising events: Every fundraising event has its own section that includes endless resources on every aspect of Walk, Gala, Ride, Endurance, Golf, and all other special events. Marketing materials: The Type None marketing portfolio is available for you to download and use, including all of the videos, research therapy one-pagers, and elevator speeches. Memos and announcements: You have a news feed on your homepage that will populate important memos and news coming out of each department, so you will be up-to-date on all the happenings around JDRF. Collaboration with staff and volunteers: There is a social aspect to OnePlace that allows you to “follow” staff members or volunteers. This keeps you informed on what documents they are uploading, sharing, liking, and updating. The Teams feature allows you to have your own private space with a select group of people where you can collaborate, share documents, and have discussions.
For more information, please email us at
[email protected]. Finally, on behalf of all of us at JDRF and the millions of people who are affected by T1D…
THANK YOU! 15 | F Y 2 0 1 5 H a n d b o o k
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26 Broadway, 14 Floor New York, NY 10004 800-533-CURE 212-785-9500 www.jdrf.org
