Feb2024 governance updates

topic_folders/governance/board.md

@@ -0,0 +1,170 @@
+## The Carpentries Board of Directors
+
+The Board is responsible for strategic and organisational planning, selecting the Executive Director and evaluating their performance, financial oversight, identifying revenue streams and resource development, approving and monitoring The Carpentries programs and services, and enhancing The Carpentries public image. Members of the Board also serve as advocates and ambassadors for the organisation, leveraging their networks to benefit the organisation’s reputation and fundraising. The Board executes these responsibilities through meetings, regular correspondence, and collaboration via email and online platforms. In practice, each Board member is responsible for the following general tasks:
+
+- Support the Mission and Vision of The Carpentries
+- Exemplify the Code of Conduct and Core Values
+- Ensure The Carpentries’ adherence to legal agreements and standards
+- Offer expertise to help ensure the health and success of the organisation
+- Actively participate in discussions about strategic and financial decisions
+- Provide feedback and vote on formal motions 
+- Dedicate four to six volunteer hours per month toward Carpentries activities (including meeting attendance)
+
+### Board of Directors Officers
+
+Roles and responsibilities for Board of Directors Officers are described in the [bylaws](https://carpentries.org/governance/#bylaws).
+
+### Board of Directors Standing Committees
+Each Board member is expected to serve on at least one, but no more than two standing committees. Serving on a specific standing committee allows Board members to bring their subject matter expertise to specific governance and operational priorities, deal with issues and projects more effectively and efficiently, and maximise time and resources between meetings. The current standing committees are described below.
+
+**Audit Committee**
+The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility concerning (1) risk management and the adequacy of insurance coverage, (2) the financial reporting process, (3) the system of internal controls, (4) the audit process, and (5) the Organisation’s process for monitoring compliance with laws and regulations. The Committee appoints and manages an external (independent) auditor.
+
+**Finance Committee**
+The Finance Committee assists the Board of Directors in fulfilling its oversight responsibility concerning the annual budget.
+
+**Governance & Personnel Committee**
+The Governance and Personnel Committee assists the Board in fulfilling its oversight responsibilities by creating and implementing sound compensation and personnel policies and practices and ongoing oversight of the Executive Director and Board efficacy, composition, onboarding, and recruitment. 
+
+**Program Committee**
+The Program Committee approves and monitors The Carpentries programs and services.
+
+### Contacting the Board
+Contact the Board by [sending an email](mailto:[email protected]) or by [filling in this form](https://docs.google.com/document/d/1xXVQIfUz0hV6I2VKUawXro2n7ioN5tBFbW0FBTZ8FiU/).
+
+### Board Documentation
+
+The [Board Handbook](https://docs.google.com/document/d/1Pjyw6TkCVZPYXeUp5xM96rlDJ6XzphierLs4YTgNDW8/edit) includes the following information:
+
+- Roles and responsibilities of Board Members
+- Onboarding documentation
+- Offboarding documentation
+- Communication and collaboration spaces
+- Step-by-step guides
+- Resources
+- Glossary of terms
+
+#### Board of Directors Decision Making Rubric 
+
+The following decision-making guidelines and examples provide transparency for when the Board of Directors should vote on governance matters. This list is intended to support the Board and Executive Director in assessing when an issue requires formal board approval, board review, or simply visibility to the Board. When delegated authority or committee area of work sets an item to the purview of a Board committee that has been noted. 
+
+**This is not a comprehensive list. Examples are intended as a guide to support situating emergent issues in this framework.** 
+
+##### Approval Required
+**The Board of Directors, or a committee with delegated authority, must vote on the following items.** 
+*These items require a vote per The Carpentries by-laws, committee charters, or formal Board approval in alignment with nonprofit governance best practices.*
+
+- Annual budget
+- Appointing/removing the Executive Director
+- Adjustments to executive leadership compensation, as per the Executive Compensation policy.
+- New policies or changes to existing policies that govern the Board and organisation (including bylaws, conflict of interest policy, cash management policy, investment policy, executive compensation policy, directors and officers data policy, and other policies needed to govern the organisation)
+- Appointing/removing Board Directors, Officers, and Board advisors
+- High-level goals of the organisation’s strategic plan
+- Spending above the threshold of materiality *(Finance Committee)*
+- Findings of the audit *(Audit Committee)*
+- Material changes to the organisation’s structure and operations (e.g., establishing subsidiaries or legal obligations)
+- Taking on debt
+- Hiring/firing the organisation’s Auditor *(Audit Committee)* 
+
+##### Review Opportunity Required
+
+**The Board of Directors should review and advise on the following items.**
+*These items may be reporting requirements and documentation, management decisions and policies, or changes to organisation processes that the Board should have the opportunity to comment on. However, these items do not require a vote to approve. As such, the Board should be allowed to review and have ample time to comment on the following items. The Executive Director should keep a record of the Board review and comments.*
+
+- Executive Team staffing changes *(Governance & Personnel Committee)*
+- Changes to the organisational compensation philosophy *(Governance & Personnel Committee)*
+- Significant changes to the organisational chart (i.e., establishing a new team or functional area)
+- Annual report (narrative and financial)
+- Quarterly financial report
+- Annual 990 filing
+- Prioritisation and implementation plan underlying the organisation's high-level strategic goals
+
+##### Visibility Required
+
+**The Board of Directors should be informed of the following items, but no decision or advising is required.**
+*These items require visibility to the Board. The Board should be informed of the following items. However, there is no required decision or need for input. The Executive Director should keep a record of board visibility in these items.*
+
+- An annual list of highly compensated individuals appearing on the 990
+- Annual list of vendors, including funders, contractors, and others doing business with The Carpentries (part of the annual conflict of interest renewals)
+
+### Board Standing Committees Work Plan
+
+#### Audit Committee Work Plan
+Review The Carpentries Audit Committee Charter; answer questions
+Appoint a Chair for the Audit Committee
+Review and approve planned insurance coverage for The Carpentries, Inc.
+Discuss risk management processes and strategies based on The Carpentries operations; bring resolutions to appropriate board meetings for discussion and consideration
+Select an independent auditing firm to conduct The Carpentries’ audit per the committee charter 
+
+#### Finance Committee Work Plan
+- Review The Carpentries Finance Committee Charter; answer questions
+- Appoint a Chair for the Finance Committee
+- Review The Carpentries annual budget workflow; make recommendations as needed
+- Establish the desired format and frequency of financial reports
+- Review and approve The Carpentries Annual Finance Report (April/May)
+- Present the 2025 annual budget to the Board of Directors for approval
+
+#### Governance and Personnel Committee Work Plan 
+- Review The Carpentries Governance and Personnel Committee Charter; answer questions
+- Appoint a Chair for the Governance and Personnel Committee
+- Finalize 2024 BoD Retreat Agenda
+- Review and revise the orientation and training material for Board members to ensure smooth onboarding and engagement
+    - Board of Directors Handbook
+    - Board of Directors Onboarding Checklist
+    - Board Member Account Access Checklist
+- Establish the Executive Director’s annual compensation structure (resources)
+- Establishing a grid of the skills and experience on the Board; work with the Executive Director to identify skills unmet
+- Develop a vetting process to assess the suitability of prospective candidates for the Board 
+- Develop an approach to evaluate the Board as a whole concerning its governance practices, compliance, and performance
+- Administer the Executive Director’s Performance Review (October/November)
+
+#### Program Committee Work Plan
+- Review The Carpentries Program Committee Charter; answer questions
+- Appoint a Chair for the Program Committee
+- Review and confirm the status of any lesson program applications from 2023
+- Review and approve The Carpentries Annual Report (April/May)
+- Establish the desired format for reviewing metrics for The Carpentries programmatic outcomes in line with Carpentries Theory of Change
+
+
+### Board Meeting Structure
+
+List of issues to be discussed and tasks to complete during quarterly Board meetings
+
+#### January 
+- Ratify community-elected (at-large) Board members (as needed)
+- Onboard incoming / Offboard outgoing Board members (G&P Committee)
+- Write letter from the Board for the Annual Report (outgoing Board Chair)
+- Prepare Standing Committee Reports (outgoing Standing Committee Chairs)
+- Update website with new Board member’s information 
+- Finalize Board Retreat Logistics 
+- Update contact information 
+
+#### February (Q1 Meeting)
+- Elect committee chairs for each Standing Committees
+- Approve previous board meeting minutes for publication
+- Review Q4 financial report from previous year 
+- Review and discussion of strategic plan activities 
+- Standing Committee Reports
+
+#### May (Q2 Meeting)
+- Approve previous board meeting minutes for publication 
+- Review Q1 financial report 
+- Review and discussion of strategic plan activities
+- Review draft of Annual Report and Financial Report
+- Standing Committee Reports
+
+#### August (Q3 Meeting)
+- Approve previous board meeting minutes for publication
+- Review Q2 financial report 
+- Review and discussion of strategic plan activities 
+- Select an Elections Officer for the community election of at-large Board members (every third year based on terms of office); Implement the Elections Procedures
+- Standing Committee Reports
+
+#### December (Q4 Meeting)
+- Approve previous board meeting minutes for publication
+- Review Q3 financial report 
+- Review and discussion of strategic plan activities 
+- Finalize Executive Director Performance Evaluation; compensation proposal should be included in the next fiscal year’s budget (Chair)
+- Approve the proposed budget for the upcoming fiscal year (ALL)
+- Announce dates for next year’s retreat 
+- Standing Committee Reports