Corporate Governance Principles
download pdfArts of Life, Inc.
Board of Directors
Corporate Governance Principles
(Effective as of July 27, 2007)
Ethics and Integrity
Code of Conduct All Board members are expected to adhere to the Code of Conduct set forth in the Arts of Life, Inc. Personnel Policies and Procedures. In addition, as stewards of the business and charitable operations of Arts of Life, Inc., all Board members are expected to protect the reputation of the organization and the interests of the Arts of Life artists by exercising their best independent judgment, avoiding conflicts of interest and carrying out their responsibilities with the highest degree of professionalism and integrity.
All Board members are expected to attend all scheduled Board meetings. If a Board member is unable to attend in person, he or she should attend by conference call if conferencing equipment is available at the meeting. If a Board member is unable to attend a meeting due to illness or emergency, he or she should notify the President as soon as possible prior to the meeting. Any Board member who misses three consecutive meetings may be removed from the Board, at the recommendation of the President, by the other Board members by vote at a Board meeting, pursuant to the By-laws.
Functions of the Board
Criteria for composition of the Board, selection of new directors Setting the criteria for composition of the Board and the selection of new directors are Board functions. In fulfilling its responsibilities, the Board periodically reviews the criteria for composition of the Board and evaluates potential new candidates for Board membership. The President shall extend the invitation to a new Board member.
In general, the Board wishes to balance the needs for professional knowledge in the areas of developmental disabilities and the arts, with business expertise, varied industry knowledge, financial expertise, and business management experience, while maintaining within these criteria an appropriate gender and minority representation.
Board member commitments Terms; Officerships. Each Board member agrees to commit to serving at least three annual terms as a director. In addition, each Board member agrees to serve at least two years as an officer. The purpose of these commitments is to ensure that Board members are actively engaged in the management of the affairs of Arts of Life and to provide continuity of Board management.
Services as Vice President. The By-laws permit the Board to elect a Vice President. It is expected that any Board member who is elected Vice President would agree to be elected President upon completion of the current President’s term. During his or her term as Vice President, such person would actively engage in learning the functions and duties of the President.
Fundraising. Each Board member agrees to commit to raise at least $1,500.00 annually for Arts of Life. This commitment can be fulfilled by making one or more monetary donations, soliciting friends and family members to make monetary donations, planning one or more fundraising events, purchasing supplies or other needed items for the studio, or similar activities. This commitment is in addition to participating in and inviting people to attend regular fundraising events such as the awards show and auctions. Board members will work together to achieve both individual and group fundraising goals.
Studio Meetings. Studio meetings are held the second Friday of each month from 10 a.m. to noon. The Board will send a representative to attend these meetings at least once per quarter. Each Board member agrees to attend at least one quarterly studio meeting annually. At the beginning of each fiscal year, the Secretary will propose a schedule for Board attendance at the studio meetings. Board members should be prepared to inform the group about Board operations and strategic initiatives.
Executive Director reporting The Executive Director reports to the Board of Directors, and as such will provide regular reports at regular Board meetings, as well as respond to reasonable individual director inquiries. However, the Board delegates to the President the responsibility for any necessary dealings and interactions with the Executive Director between Board meetings, in order to ensure regular and continuing contact between the Board and the Executive Director but without burdening the Executive Director with excessive Board reporting.
Formal evaluation of the Executive Director The Board makes an evaluation of the Executive Director at least annually. This evaluation will normally be conducted in connection with a review of annual compensation. The Board may delegate this function to the President and one Board member.
Succession planning and management development Planning for succession in the event of the retirement, resignation, disability or other absence of the Executive Director is considered at least annually by the Board with the Executive Director.
Strategic reviews The full Board shall engage in discussions on strategic issues and ensure that there is sufficient time devoted to director interchange on these subjects.
Annual Off-Site An annual one or two day offsite meeting will be held at which the Board, staff and key stakeholders will review and move forward the three year strategic plan.
Annual Policy Review The Board will at least annually engage in a review of key studio policies, including personnel, program and abuse and neglect policies. Between annual reviews, the Executive Director will update policies as necessary and present updates to the Board for review and approval.
Board committees
The Board as a whole is responsible for the oversight of Arts of Life operations and strategic direction. The Board may be assisted in its oversight function by Board committees.
The Board currently has no committees, due primarily to the small size of the Board. The By-laws provide for the establishment of committees by the Board as needed. Some committees may be ad hoc in nature, while others may become permanent. The purpose of such committees will be to provide the board with advice and counsel on topics or issues where the board seeks specific guidance or expertise, or to provide on-going oversight of one or more areas of management, such as personnel or audit-related functions. As permitted by the By-laws, such committees may be composed of members of the Board or other interested persons. The number and responsibilities of committees are reviewed periodically.
Committees will generally report to the Board at the next regularly scheduled Board meeting following a committee meeting.
Board operations
Agendas The President prepares Board agendas based on issues that arise, and discussions with other directors and the Executive Director. Committee agendas are prepared based on the mission of the committee and recommendations of directors or Arts of Life artists and staff.
Board and committee materials and presentations Information regarding items requiring Board and/or committee approval shall be distributed sufficiently in advance to permit adequate preparation.
Financial information shall be provided quarterly.
Board self-assessment The Board annually reviews the performance of the Board as a whole with a view to increasing the effectiveness of the Board.