Board of Directors Special Meeting Agenda

ATTENTION! ATTENTION! ATTENTION! ATTENTION! ATTENTION! ATTENTION!
SPECIAL BOARD MEETING, MONDAY, SEPTEMBER 9, 1974
7:30 PM SHARP!

SUBJECT: By-law changes centered around Executive Director job guidelines and evaluation.

Enclosed are the minutes for the July 29 and August 26 Board meetings.

Please read the By-law suggestions carefully.

Be prepared to make comments.

ELECTION! ELECTION!

REMEMBER: The next Board electons will be held at the regular Board meeting on MONDAY, OCTOBER 28, 1974.

There are 3 positions to be filled. Applications must be filed 30 days before the election, in this case, on or before FRIDAY, SEPTEMBER 27, 1974. Give your applications to Don Berry.

Executive Director Guidelines Committee
Report

• I. What do we want the Executive Director to do?
  • A. Does CIL have a job description now for the Executive Director?
  • B. If not, make it definite.
• II. Specify job duties:
  • A. Supervising staff
    1. carrying out their duties.
    2. evaluating staff
  • B. Fund-raising
    1. is it adequate to keep CIL running?
    2. does acceptance of a particular source of money alter the policy of the Board and does the Board approve?
    3. should the Executice Director bear ultimate responsibility for fund raisining?
    4. suggestion: to draft Board members to help raise money.
• III. Representing CIL
  • A. At office and away.
  • B. CIL's image.
  • C. Record of people met.
  • D. Board members can be drafted for any of these important duties.
    1. Review Board for appealing draft.
    2. we don't expect the Executive Director to do it all himself-judicious sharing looked at favourably.
    3. if they don't do it they get put on probation.
• IV. Accurate Record Keeping
  • A. For successors.
  • B. For others.
  • C. Visitors' Log.
  • D. Executive Director's Log.
• V. Attendance at Board Meetings

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Center for Independent Living Special Board Meeting September 9th, 1974

Board Members Present: John Hessler, Debbie Kaplan, Jan McEwen, Jon Baker, Dick Santos, Phil Draper, Chuck Cole, Alice McKennan, Maria Albanesi, Herb Willsmore

Others: Don Berry, Camille Plunkett, Steve Klien, Ed Roberts, Hale Zukas

Announcements:

1. CIL has its franchise from E&J to be a parts dealer.
2. Important Board motions will be posted in the Meeting Room at the CIL within 48 hours after the meeting. Motions affecting the staff will be distributed to the staff.

These suggested by-law changes are under consideration:

Article IV, Section 4: The Chairperson

Subject to the control of the Board of Directors the Chairperson shall have responsibilities including but not necessarily limited to the following:

• (a) Presiding at meetings of the Board of Directors.
• (b) Acting as or designating the official spokesman for the Corporation on any matter requiring any form of public communication.
• (c) Communicating policies of the Board of Directors to the staff of operating programs.
• (d) Monitoring staff compliance with Board policies and reporting to the Board of Directors on matters arising from program operations which require Board attention.
• (e) Acting in the place of any corporate officer in the absence, vacancy, or incapacity of said officer pending appointment of a replacement by the Board of Directors.

Article V: Management and Direction of Programs

Section 1: Managerial Staff:

The Board of Directors shall by majority resolution establish the number, duties and incumbency of positions whose functions shall be to manage the operating programs of the Center for Independent Living. For positions so designated the Board shall have sole power of appointment and the Chairman of the Board shall be empowered to establish the procedures under which the Board shall select from candidates seeking appointments to such positions.

Section 2: Executive Director:

The Board of Directors may establish a position to be called the Executive Director of the Center for Independent Living. Subject to Board policies, rules, and regulations, the Executive Director shall exercise line authority over all program activities. The Board of Directors shall authorize programs and establish fiscal and budgetary standards and constraints on their execution. Subject to such constraints and standards the Executive Director shall:

• (a) Approve the appointment and removal of non-managerial staff.
• (b) Negotiate and enter into contracts with funding sources leading to the receipt of capital and operations funds needed to achieve authorized CIL program objectives.
• (c) Oversee the purchase of such budgeted goods and services as may be necessary to carry out authorized programs.
• (d) Implement program planning activities covering time periods set by Board resolution and make reports on such plans upon request of the Board or at intervals established by Board resolution.
• (e) Prepare proposed budgets responsive to planning objectives and develope organizational structures and staffing plans appropriate thereto.

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• (f) Continually review revenues and expenditures, establish means of evaluating program effectiveness, reporting findings and recommending the revision as appropriate, to budget and program content.
• (g) Direct and review performance of the incumbents of managerial positions designated by the Board as responsible to the Executive Director. Such supervisory power shall include the power to suspend with pay (but not remove) and temporarily replace the incumbent of any managerial position for a period not to exceed 5 working days pending decision on a recommendation for action by the Board. Failure of the Board to act within this period shall constitute disapproval of the suspension in question and the manager involved shall be restored immediately to his or her assigned duties.

Section 3: Other Managerial Positions

• (a) Incumbents of managerial positions subject to the control of the Executive Director shall:
  • (i) Carry out their duties under the supervisorial direction and within fiscal guidelines set by the Executive Director.
  • (ii) Determine the duties, working hours and place of work of all non-managerial positions working within their (the Managers) respective program areas.
  • (iii) Recommend the appointment, suspension, or removal of incumbents of non-managerial positions subject to their supervision.
  • (iv) Supervise and evaluate the work activities of any staff with respect to the duties and responsibilities of their positions.
• (b) Incumbents of managerial posiotions not subject to the Executive Director shall be responsible for such duties as the Board may assign and shall report for administrative purposes to the Chairperson of the Board of Directors. The Board of Directors itself shall establish the means of substantively supervising the incumbents of positions established subject to the provisions of this subsection.

Amendment to Employee Relations:

The Board may elect to review and take action on any adverse personnel action taken by any manager which has the effect of involuntarily reducing or eliminating the compensation of any employee(s) of the Center for Independent Living. Such review shall take place only after all possible administrative actions by managerial staff are complete and must be initiated in writing by the affected employee(s). Failure of the Board to formally (by majority resolution) initiate the review within 30 calendar days of receipt by the Secretary/Tresurer of the request for review shall constitute approval of the action taken by the managerial staff.

These suggested by-law changes should have been sent out before the special Board Meeting:

Article III, Section 11: Powers of Directors

(b) To conduct, manage, and control the affairs and business of the Center for Independent Living and to make rules, regulations and corporate policies not inconsistent with law, the articles of incorporation or the bylaws. Such rules, regulations, and policies shall be binding on the members of the Board of Directors, Officers, and employees of the Center for Independent Living.

Article IV, Section 1: Officers

The officers of the Center for Independent Living shall be a Chairman, Secretary/Treasurer, and such other officers as the Board of Directors may appoint. One person, other than the Chairman, may hold more than one of these

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offices. Officers other than the Chairman and the Secretary/Treasurer need not, at the time of their appointment, be members of the Board of Directors.

Also discussed was the need for better communication between the Executive Director, The Chairman of the Board.

Maria Albanesi is going to be on the Planning Committee.

MARIA ALBANESI MOVED THAT WE PUT OFF TAKING A VOTE ON THE BYLAWS TONIGHT BUT CONTINUE TO REVIEW THE SUGGESTED CHANGES. Alice McKennan seconded. The motion passed with Jan McEwen and Chuck Cole voting No. The next Board meeting (September 30th) will deal with these changes.

About this text
Courtesy of The Bancroft Library. University of California, Berkeley. Berkeley, Calif., 94720-6000; http://bancroft.berkeley.edu
http://content.cdlib.org/view?docId=hb4j49n72z&brand=calisphere
Title: From Hale Zukas Papers: Center for Independent Living: Board of Directors meeting, September 9, 1974
By:  Zukas, Hale
Date: September 9, 1974 (issued)
Contributing Institution: The Bancroft Library. University of California, Berkeley. Berkeley, Calif., 94720-6000; http://bancroft.berkeley.edu
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