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Job Description
Theler Center Board Director
Approved 5/8/2007
1. General
This position is for Mary E. Theler Community Center, also known as Mary E. Theler Community Center and Wetland Trails ("Theler Center"), a Washington nonprofit corporation located in Belfair, Washington. Theler Center is the maintenance and operation manager for a community center and wetland trail system located on property owned by North Mason School District, Washington Department Fish and Wildlife, a private owner and the Sam B. Theler Testamentary Trust.
2. Basic Function
This position serves without remuneration as a Board Director for Theler Center, a nonprofit corporation as defined under IRS code 501(c)(3) and governed under RCW (Revised Code of Washington) § 24.03 and other statutes; the dictates of Sam B. Theler's Last Will and Testament, including Codicils and court rulings; and the lease and Letter Agreement with North Mason School District.
3. Characteristic Duties and Responsibilities
The objective of Theler Center is to assure the North Mason Community is deriving the optimum benefit from Sam Theler's extraordinary gift. The Theler Center Board of Directors defines the ends (rather than the means) for implementing Sam's vision in long term future (rather than the present or near future). The Board's primary relationship is with the owners, the residents of North Mason. The Board does not exist to help staff - although individual Directors are encouraged to volunteer - but to give the ownership the controlling voice in the organization.
The Theler Center Board of Directors is a governing Board. The Board of Directors are the sole members of the Mary E. Theler Community Center and solely responsible for all aspects of its operation. The Board achieves its objective by establishing policies that delegate select authority to a Manager [1] who in turn hires staff and volunteers to implement those policies.
3.1. Planning and goal setting
The Board, with extensive participation by the community, envisions Theler Center's future, formulates the goals, defines the outcomes, monitors and evaluates the effectiveness of policies and sets the strategic course for Theler Center.
3.1.1. Determine and support Theler Center's mission. The Board creates the mission statement and reviews it periodically for accuracy and validity in articulating Theler Center's goals, means and primary constituents served.
3.1.2. Ensure effective organizational planning. As stewards of Theler Center, the Board must actively participate in overall strategic (long range) planning processes and assist in implementing the plan's goals to achieve the mission. Directors must think conceptually and with a long-term perspective.
3.1.3. Define success. The Board does not control the day-to-day operation of Theler Center; it controls the organization's definition of success.
3.2. Executive function
3.2.1. Determine the outcomes and strategic direction for Theler Center operations;
3.2.2. Supervise and evaluate the Manager (Manager); and
3.2.3. Assure the Board President/CEO of Theler Center exercises his or her responsibilities as a member of the Board as opposed to an independent executive.
3.3. Fiduciary Function
3.3.1. Assure Theler Center operations are managed for the benefit of the owners, NMSD and the North Mason Community;
3.3.2. Assure Theler Center is financially sound;
3.3.3. Assure the Board Treasurer/CFO exercises his or her responsibilities as a member of the Board as opposed to an independent executive.
3.4. Assure accountability
3.4.1. Empower the staff;
3.4.2. Monitor and assess policies;
3.4.3. Focus on success, which means focus on the definition of success, not control the processes that produce success; and
3.4.4. Monitor performance regularly and assess the effectiveness of Board policies and Theler Center programs and functions.
3.5. Select and support the Manager
3.5.1. Delegate authority
3.5.2. Support and engage in frequent two-way communication with other Board members and with the Manager.
3.5.3. Well defined roles
3.5.4. Encourage professional growth for the Manager.
3.5.5. Jointly celebrate significant, positive achievements, observing leadership team roles
3.5.6. Avoid interference
3.5.7. Appraise fairly
3.5.8. Require Manager accountability; and
3.5.9. Recruit, hire, train, coordinate and motivate the Manager without discrimination because of race, color, religion, sex, or national origin.
3.6. Organizational advocacy
3.6.1. Ensure perpetuation of itself and the organization, devoid of unplanned "mission creep;" [2]
3.6.2. Ensure adequate resources; and
3.6.3. Recruit and orient new Board members.
3.7. Accountability
3.7.1. Act as stewards of Sam Theler's legacy;
3.7.2. Serve as a voice of Theler Center and guardian of Theler Center's public standing; and
3.7.3. Guard the legal and ethical integrity of Theler Center and act in selfless interest for the good of Theler Center rather than personal interest.
3.7.4. Monitor and assess Board performance.
3.8. Fundraising and marketing
3.8.1. Establish policies and strategies for fundraising;
3.8.2. Establish policies and strategies for marketing Theler Center events and services;
3.8.3. Establish, develop and maintain positive and effective relations with financial supporters;
3.8.4. Comply with laws and tax regulations relating to charity fundraising; and
3.8.5. Monitor and assess the results and effectiveness of the fundraising strategy.
3.9. Officer duties
"The officers of Theler Center shall be a President, Vice President, Secretary and Treasurer, and shall be elected by the Theler Board and shall hold office for a period of one year or until their successors are elected. Any two or more offices may be held by the same person, except the offices of President and Secretary. All officers shall be Directors." [3]
3.9.1. President. In addition to the functions of all Board members, the President will:
3.9.1.1. As President of the Board of Directors:
• "The President shall be the chief executive officer of Theler Center and shall have the general powers and duties of supervision and management usually vested in the office of the President of a corporation. The President shall preside at all meetings of the Theler Board. The President shall have general supervision, direction and control of the business of Theler Center. The President shall execute bonds, mortgages and other contracts on behalf of Theler Center." [4]
• Perform all duties legally defined in RCW 24.03.
• Chair meetings of the Board and see that the Board functions effectively, interacts with the Manager optimally, and fulfills all of its duties.
• With the Board Secretary, develop agendas.
• Recommend composition of Board Committees [5]. Recommend committee chairs with an eye to future succession.
• Assist the Board members in recruiting Board members.
• Assist the Manager in recruiting talent for whatever volunteer assignments are needed.
• Present to the Board an evaluation of the pace, direction, and organizational strength of Theler Center.
• Annually focus the Board's attention on matters of Theler Center governance that relate to its own structure, role, and relationship to staff.
• Assure that the Board is satisfied it has fulfilled all of its responsibilities.
• Convene regularly scheduled Board meetings, preside or arrange for other officers to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer.
• Call special meetings if necessary in accordance with the Bylaws.
• Serve as ex-officio member of all Board committees.
• Oversee searches for a new Manager.
• Act as a spokesperson for the organization.
• Periodically consult with Board members on their roles and help them assess their performance
• Provide general active management of the business of the corporation.
• See that orders and resolutions of the Board are carried into effect.
• Sign and deliver in the name of the deeds, mortgages, bonds, contracts or other instruments pertaining to the business of Theler Center, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Articles of Incorporation or Bylaws or by the Board to another officer or agent of Theler Center.
• Assure the Board Secretary maintain records of and, when necessary, certify proceedings of the Board and the members.
• Fulfill other duties prescribed by the Board that are appropriate and desirable for the President to perform.
3.9.1.2. As Supervisor of the Manager:
• Provide direct, fair and impartial supervision of the Manager;
• Serve as the Board's point of contact for the Manager.
• Keep the Board Directors appraised in a timely manner of any significant decisions or actions taken by the Manager or required by the Board for the Manager to fulfill his/her responsibilities.
• Be a partner to the Manager, helping him/her to achieve the mission of Theler Center.
• Reflect to the Board any concerns the Manager has in regard to the role of the Board or individual Directors.
• Reflect to the Manager the concerns of the Board and other constituencies.
• Prepare a review of the Manager's performance and recommend salary for consideration by the Board.
• Work in partnership with the Manager to make sure Board resolutions are carried out.
• Coordinate the Manager's annual, follow-up and other performance evaluations with the Board.
• Work with the Manager to resolve any performance issues identified in the evaluation.
3.9.2. Vice President. In addition to the functions of all Board members, the Vice President will:
• "The Vice President shall have such powers and shall perform such duties as shall be assigned by the Theler Board." [6]
• Chair Board committees and serve as the Board's representative on committees as designated by the Board.
• Serve on Board committees as determined by the Board.
• Carry out special assignments as requested by the Board.
• Understand the responsibilities of the Board chair and be able to perform these duties in the chair's absence
• Participate as a vital part of the Board leadership
3.9.3. Treasurer. In addition to the functions of all Board members, the Treasurer will:
• "The Treasurer shall oversee the custody of Theler Center funds and securities and shall cause the Theler Center Executive Director to keep full and accurate account of receipts and disbursements in books belonging to Theler Center. The Treasurer shall deposit or cause to be de-posited all funds and other valuables in the name and to the credit of Theler Center in such depositories as may be designated by the Theler Board." [7]
• Serve as Theler Center's Chief Financial Officer (CFO).
• Report at each Board meeting, summarizing Theler Center financial condition.
• Serve as Board liaison to the Audit Committee.
• Assist the Manager in developing operation, maintenance and fundraising budgets.
• Maintain knowledge of the organization and a personal commitment to its goals and objectives.
• Advise the Board as to its fiscal responsibilities.
• Work with the Manager to ensure appropriate financial reports are made available to the appropriate government agency, the Board and the public on a timely basis.
• Assist the Manager in preparing the annual budget and presenting the budget to the Board for approval.
• Review the annual audit and answer Board members' questions about the audit.
• Ensure accurate financial records are kept and submitted at each Board meeting.
• Oversee the deposits of money, drafts, and checks in the name of and to the credit of Theler Center in the banks and depositories designated by the Board;
• Oversee disbursement of Theler Center funds and issue drafts in the name of the corporation as ordered by the Board;
• Perform other duties prescribed by the Board or the President.
3.9.4. Secretary. In addition to the functions of all Board members, the Secretary will:
• "The Secretary shall give, or cause to be given, notice of all meetings of the Theler Board, and all other notices required by law or by these Bylaws, and in case of absence or refusal or neglect to do so, any such notice may be given by any person directed to do so by the President, or by the Theler Board. The Secretary shall record all the proceedings of the meetings of the Theler Board in a book to be kept for that purpose, and shall affix the seal to all instruments requiring it, when authorized by the Directors or the President, and attest the same." [8]
• In conjunction with the President, prepare a proposed agenda for all Board meetings.
• Serve on Board committees as determined by the Board.
• Keep records of Board actions, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assure that corporate records are maintained.
• Assume responsibilities of the chair in the absence of the Board chair and vice chair.
4. Accountability
The Board of Directors is responsible for complying with IRS code, RCW 24.03 and other applicable laws as well as the Theler Center Articles of Incorporation and Bylaws. As required in Policy 1oo7 "Accountability," the position requires each director 1) comply with a conflict of interest policy; 2) assent to a code of ethics, 3) annually disclose other business interests; 4) approve the annual Form 990 and 5) annually review overall compliance with Theler Center accountability standards.
5. Supervision Exercised
The Board of Directors collectively is responsible for hiring, supervising, evaluating and dismissing the Manager.
6. Performance Review
The Board of Directors will annually review and evaluate its own performance in accordance with criteria set forth in Policy 1009, "Governance."
7. Salary
"Directors shall not receive any salary [stipend or other remuneration] for their services as Directors, or as members of committees, but, by resolution of the Theler Board, compensation for the actual cost of attending a meeting may be allowed for each meeting. Nothing herein contained shall be construed to preclude any Director from serving Theler Center in any other capacity, as an officer, agent, or otherwise, and receiving compensation therefore." [9]
8. Working Hours
There are no set working hours. Attendance at Board meetings is as defined in the Bylaws. Board Directors are expected to volunteer for and attend Theler Center events as a demonstration of their commitment. Board Directors serve a term of two years from the time they are appointed.
9. Qualifications
There are no predetermined qualifications for Board Director positions. Individual Board members must have two fundamental characteristics: 1) a passion for Theler Center's mission and 2) a willingness to commit to the organization including volunteering and fundraising.
"Directors shall be U.S. citizens or legal residents (permanent resident status); 18 years of age; and shall reside in the North Mason School District, or a K-8 district that has designated North Mason School District (the "School District") as its high school district per RCW 28A.540.110, at the time of his or her election. Employees of Theler Center and School District shall be precluded from serving on the Theler Board." [10]
A valid Washington State Patrol background check is required.
10. Nondiscrimination
Theler Center will not discriminate against any Board Director or prospective Board Director be-cause of race, color, religion, sex, or national origin.
FOOTNOTES:
[1] Referenced as "Operations Director" in the Bylaws.
[2] Mission creep is the expansion of a project or mission beyond its original goals (http://en.wikipedia.org/wiki/Mission_creep). Mission creep does not apply to analytical modifications in mission in response to changing business conditions.
[3] Bylaws § V.1.
[4] Op. cit. § V.2.
[5] This function excludes operating committees, which are the responsibility of the Manager. Staff and volunteers as well as Directors may (and should) serve on Board committees.
[6] Op. cit. § V.3.
[7] Op. cit. § V.4.
[8] Op. cit. § V.5.
[9] Op. cit. § IV.8.
[10] Op. cit. § IV.2.
Information and opinions expressed are those of the authors and not necessarily of ThelerCenter.org, Theler Center, its Board or staff.
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