Board Process Policies define how the Board represents its owners and provides strategic leadership to the organization.
1 Mission of the MR&LC’s Board of Trustees
The mission of the Board of Trustees is to serve The Mountain Retreat and Learning Center (MR&LC) and to hold in trust the mission of MR&LC through:
- Ensuring the long-term viability of MR&LC
- Clarifying and renewing MR&LC’s mission, vision, values, and ensuring its values are clearly stated and articulated in its governing policies
- Selecting and ensuring an appropriate Chair and the board’s leadership
- Communicating all of the above to The Mountain’s constituencies
- Serving as active stewards of the resources of the MR&LC
- Recruiting, selecting, training, supervising and compensating the organization’s Executive Director, including annually approving the Executive Director’s performance objectives and formally reviewing the previous year’s performance.
2 Vision of the MR&LC’s Board of Trustees
The MR&LC’s Board of Trustees is an intentionally diverse group of accomplished individuals who are highly motivated, interested in results, and whose primary reason for serving is to advance the MR&LC’s mission, vision and values.
3 Values of the MR&LC’s Board of Trustees
The Unitarian Universalist Principles provide the foundation upon which the values of the Board of Trustees are built.
4 Board/Executive Director Communications
As part of their roles:
- No individual Board member will take action without approval of the Board (through the Chair).
- No individual Board member will make a statement of position on behalf of the Board without approval of the Board (through the Chair).
- All Board members will maintain confidentiality of closed sessions of the Board.
- The Board and Executive Director will speak with a common public voice.
5 Charge to the Board
Board Members will be provided copies of the Board Handbook, be familiar with the following, and act based upon:
- The by-laws
- The Board Policies
- The Covenant of Community Standards and Behaviors, as annually agreed to by Trustees
6 Board Structure
The Board of Trustees consists of the following positions and teams
- Preside over all meetings of the Board and the Corporation or designate someone to do so in her/his absence
- Speak for the Trustees to MR&LC constituencies
- Serve as ex officio member of all teams
- Promote Trustee understanding of Board functions
- Review and ensure publication of the Corporation’s Annual Report and audit results
- Prepare agenda for Board meetings two weeks in advance
- Inform Trustee candidates of the election results
- Oversee annual processes of Board goal setting
- Monitor trustee performance
- Oversee policy monitoring by all teams
- Sign or cosign official documents as required to lawfully execute documents
- Has the authority to give all official notices required by law or the bylaws
- Accept and perform other duties and powers as assigned by the Board
- Keep informed regarding the financial condition of the MR&LC and communicate this to the Board of Trustees
- Receive a financial statement monthly from the senior finance staff member of the MR&LC
- Advise the Board with respect to the proposed annual budget
- Assist the Board in developing finance-related policies as needs arise
- Serve as financial advisor to the staff as needed and assist the staff as needed in developing financial controls
- Engage external auditors for annual assessment of financial results and condition
- Prepare and distribute to Board members and Executive Director minutes of all in-person and conference call meetings
- Update and distribute revised policies and covenants after annual reviews and maintain master files
- Maintain annual team goal forms
- Maintain trustee succession chart and current list of Board members with contact information
- Take minutes of the Annual Members’ Meeting and present for approval at the next Annual Members’ Meeting
Leadership Development Team
- Responsible for annual review of Board Process Policies
- Responsible for annual review of Board covenants and annual signing of the MR&LC’s Covenant of Community Standards and Behaviors
- Oversee trustee succession and nominating committee (including needs identification, candidate recruitment, and review)
- Responsible for trustee transition ceremonies and recognitions
- Coordinate new trustee orientation
- Coordinate and ensure ongoing Board training
- Monitor Board process during and between meetings
- Provide opening and closing readings
- Update the trustee page of The Mountain website
Institutional Performance Team
- Responsible for annual review of change to mission, vision, and policies
- Assess performance of organization with respect to the mission, vision, and policies, taking into account measurement metrics as defined by the Board
Planning and Finance Team
- Responsible for annual review of Executive Limitations Policies
- Review planning and budgeting assumptions as needed with Executive Director
- Responsible for assessing Executive Director’s annual performance and making appropriate evaluation and compensation recommendations to the Board
- Responsible for Executive Director succession planning and development of Succession Policy
- Responsible for annual review of Board-Executive Relationship Policies
Institutional Advancement Team
- Collaborate with Mountain staff on annual giving campaign
- Identify sources of additional funding and promotion of The Mountain
- Lead and coordinate involvement of all Trustees in The Mountain’s fund-raising efforts
- Propose one member of team to serve on the Endowment Board for Board approval
7 Board Nominations Process
A Nominating Committee comprised of Leadership Development Team members and non-board members will seek input on prospective Board Members for appointment or election.
- The Nominating Committee will call for self-nominees from the membership no later than February 1st. Recommendations are to be received by March 1st. Suggested candidates must present a biographical statement and a letter indicating their interest and skills for Board service.
- The Nominating Committee will strive to achieve diversity in Board composition.
- The Nominating Committee will ensure that candidates voice, or otherwise evidence, a strong commitment to The Mountain’s mission, policies, visions, and values; and to the interests of the broad constituency served by The Mountain. All candidates must be willing to engage in the work of the Board as evidenced by their stated commitment to meet the following Board expectations:
- Attendance at Board meetings
- Adherence to the Board’s policies
- Performance of all delegated Board team and committee assignments during and between formal meetings
- Making an annual financial contribution to The Mountain
- Annually signing The Mountain’s Covenant of Community Standards and Behaviors
8 Board Member Expense Reimbursement Policy
- Whenever possible, business requiring overnight accommodations should be conducted at the MR&LC, where food and lodging may be provided to trustees and invited committee members with no cash outlay.
- When space is available, the spouse or significant other and dependents sharing accommodations will be encouraged to accompany trustees.
9 Absence of Chair
If the Chair has not designated a trustee to officiate, the trustees present at the meeting will select a trustee to preside.
10 Meeting Schedule
The Board of Trustees will meet four times per year:
- The first meeting will usually be held the third weekend in February
- The second meeting will be held Memorial Day weekend in May
- The third meeting will usually be held the third weekend in August
- The fourth meeting will usually be held the weekend before Thanksgiving in November
11 Board Attendance Policy
- Board members are expected to attend and participate in all board meetings and to notify the Chair as soon as possible prior to a meeting if unable to attend, so that a quorum* for conducting business can be assured in advance. Board meetings include:
- The four regular meetings each year, and the annual member meeting
- Conference call meetings as scheduled
- Special in person meetings as needed
* Per Section 7.5 of The Mountain Bylaws, for both in-person and electronically-conducted meetings, attendance or participation by at least 2/3 of the current elected and appointed Trustees constitutes a quorum. Should some positions on the board be vacant, a quorum must consist of at least 4 trustees.
- Attendance at a regular meeting is expected to be from dinner the opening night through the meeting closing Sunday morning. At a minimum attendance shall be defined as being present all day Saturday from the opening until the conclusion of business for the day.
- If a board member is not in attendance at two out of any four consecutive, regular meetings, the Chair, in his or her discretion, may obtain from the member a satisfactory, renewed commitment to fulfill attendance responsibilities or request resignation.
12 Lines of Authority
- The Executive Director is the only employee of the Board of Trustees: therefore all issues of concern to Board members regarding management, administration and personnel are communicated only through the Executive Director.
- Only the Board of Trustees may approve changes in Board policy.