Friends of Black Rock High Rock BOARD OF DIRECTORS Responsibilities The FBRHR Board of Directors carries out the following responsibilities: 1. The Board sets the FBRHRs mission and goals. 2. The Board provides adequate resources to fulfill FBRHRs mission. Every board member contributes to FBRHR and introduces FBRHR to potential funders and donors. The Board works with the FBRHR staff to raise the funds needed. 3. The Board is accountable to FBRHRs donors, members, and the public. The Board approves the FBRHR budget, and ensures the proper financial controls. 4. The Board determines which programs are most consistent with FBRHRs mission and monitors the effectiveness of those programs. 5. The Board represents FBRHRs mission to the community, members, the media and the general public. The Board articulates the mission and accomplishments of FBRHR and garners support from influential members of the community. 6. The Board ensures adherence to legal standards and ethical norms. The Board ensures that FBRHR carries out its programs consistent with its articles of incorporation, by-laws, and 501[c](3) status. 7. The Board recruits new FBRHR Board members, provides an orientation for new members, and assesses its and members performance. Board members of non-profit organizations such as FBRHR accept certain standards of conduct and attention in carrying out the responsibilities of Board membership when they accept appointment to the Board. These include the following: 1. Board members accept the duty of care that an ordinarily prudent person would exercise in a like position and under similar circumstances. Each Board member exercises reasonable care when s/he makes a decision as a steward of FBRHR. 2. No information obtained through FBRHR Board service may be used for personal gain. Should a board member have a conflict of interest, or the appearance of a conflict of interest, the board member will recluse his/herself from the discussion and decision creating the conflict or appearance of a conflict. 3. Board members do not act in ways inconsistent with FBRHRs central goals-- thus, the public can trust that the funds entrusted by it to FBRHR will support the mission and programs that FBRHR has put forth publicly. Within the broad duties outlined above, each Board member of FBRHR has the following responsibilities: 1. Board members make every effort to attend all Board and committee meetings and functions, and contribute their leadership to the Board through these meetings and events. Board members come prepared, and inform the secretary or chair of the board if they must be absent from a board meeting. 2. Each Board member is informed about FBRHR and can represent its mission and programs. 3. Each Board member makes a personal financial contribution to FBRHR, consistent with his/her financial capacity, and helps attract other donors to FBRHR. 4. Each Board member suggests to the Board possible nominees who could make a significant contribution through their Board service. 5. Each Board member carries out her/his fiduciary responsibility, including reviewing the annual financial statements and risk management policies of FBRHR. FBRHRs board meets quarterly, as established at the annual member meeting. OFFICERS: President: The President shall be the principal executive officer of Friends and shall, subject to the direction of the Board, supervise and control all of the business and affairs of Friends. The President shall preside at all meetings of the general membership and of the Board. The President shall serve as the Chair for all meetings. Responsibilities include determining the agenda of meetings in consultation with the Secretary and other board members, calling meetings to order, keeping to the agenda, maintaining decorum, and keeping time. Vice President: The Vice President, in the absence of the President or in the event of the President's inability or refusal to act, shall perform the duties of the President, and, when so acting, shall have all the powers of and be subject to all the restrictions of the President. The Vice President shall perform such other duties as from time to time may be assigned to him/her by the President or by the Board. Treasurer: The Treasurer shall, subject to the direction and control of the Board, have general charge of the financial affairs of the Friends and shall keep full and accurate books of account in accordance with standard business practices. The Treasurer shall maintain custody of all funds, securities and valuable documents of Friends, except as the Board may otherwise provide. The Treasurer shall attend all board meetings and provide a report at these meetings to include all recent financial activity of the Friends. The Treasurer shall render a report of the financial affairs of the Friends at each General Meeting of the general membership; oversee the preparation of the annual budget and such other duties, as the Board Members shall determine. The Treasurer shall have such other powers and duties as are usually incident to his/her office and as may be vested in him/her by these By-laws or from time to time designated by the Board. Secretary: The Secretary shall provide such notices of meetings of the general membership and Board as is required by these Bylaws and shall keep a record of all the meetings. The Secretary will take the minutes of the regular and special meetings and record the attendance of all meetings. The Secretary shall maintain a database of members and keep all information pertaining to members current. The Secretary shall have such other powers and duties as are usually incident to the office and as may be vested in him/her by these By-laws or by the Board. In the absence of the Secretary from any meeting, a temporary secretary designated by the person presiding over the meeting shall perform the duties of the Secretary.