The Board of Directors of The Samaritan Counseling Centers (THE ORGANIZATION) has adopted the following guidelines in furtherance of its continuing efforts to enhance its corporate governance. The Board will review and amend these guidelines as it deems necessary and appropriate.
Board Mission and Director Responsibilities.
The Board is charged with overseeing the long-term health and the overall success of the organization and its financial strength. The Board serves as the ultimate decision-making body of the organization. The Board is responsible for the selection and oversight of the members of senior management, who are charged by the Board with conducting the day to day business of the organization.
The core responsibility of the Directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company. Directors must fulfill their responsibilities consistent with their fiduciary duties to the stakeholders, in compliance with all applicable laws and regulations. Directors will also, as appropriate, take into consideration the interests of employees and the members of communities in which the organization operates.
The Board provides advice and counsel to the Executive Director and other senior officers of the organization. The Board oversees the proper safeguarding of the assets of the organization, the maintenance of appropriate financial and other internal controls and the Organization’s compliance with applicable laws and regulations and proper governance.
In discharging their duties, Directors may rely on the organization’s senior executives and outside advisors and auditors. Accordingly, skill and integrity will be important factors in selection of the organization’s senior executives and other advisors. The Board has the authority to hire independent legal, financial or other advisors as they may deem necessary.
Directors are expected to attend all meetings of the Board and of the Committees on which they serve. Directors should devote the time and effort necessary to fulfill their responsibilities. Information important to Directors’ understanding of issues to come before the Board or a Committee will be provided sufficiently in advance of meetings to permit Directors to inform themselves. Directors are expected to review these materials before meetings.
The Board will hold regularly scheduled meetings. The Chairman of the Board will set the agenda for Board meetings. Any Director may suggest items for inclusion on the agenda. Any Director may raise a subject that is not on the agenda at any meeting. Certain items pertinent to the oversight and monitoring function of the Board will be brought to the Board regularly. The Board will review the organization’s long-term strategic plans and the most significant financial, accounting and risk management issues facing the organization at least one Board meeting each year.
The Board at its descretion may elect to have the same person occupy the offices of Chairman of the Board and Executive if after considering relevant factors, including the specific needs of the business and what is in the best interests of the organization and its stakeholders.
Directors may be nominated by the Board or by other stakeholders in accordance with the Bylaws. The Executive Committee will review all nominees for the Board in accordance with its charter. The assessment will include a review of the nominee’s judgment, experience, independence, understanding of the organization, and such other factors as the Committee concludes are pertinent in light of the current needs of the Board.
The Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. The Committee will select qualified nominees and review its recommendations with the Board, which will decide whether to invite the nominee to join the Board. The Chairman of the Board should extend the Board’s invitation to join following a majority vote to approve from the full Board.
In accordance with the By-Laws, Directors are elected for a term of three years. The Board does not believe that it should establish limits on the number of terms a Director may serve. Term limits may cause the loss of experience and expertise important to the optimal operation of the Board. However, to ensure that the Board remains composed of high functioning members able to keep their commitments to Board service, the Committee on Directors and Corporate Governance will evaluate the qualifications and performance of each incumbent Director before recommending the nomination of that Director for an additional term.
The Board shall consist of a majority of independent Directors. The Board will carefully consider all relevant facts and circumstances in making an independence determination.
To be considered “independent” for purposes of the Director qualification standards, the Board must affirmatively determine that the Director otherwise has no material relationship with the organization, directly or as an officer, share owner or partner of an organization that has a relationship with the organization.
To empower non-management directors to serve as a more effective check on management, the non-management directors must meet at regularly scheduled executive sessions without management.
Annually, the Board will review all relevant relationships of Directors to determine whether its Directors meet the standards described above. In the event the Board makes a determination that a Director has a relationship that exceeds the limits prescribed above, the Board member a) will be notified of such change, b) the change of status will be noted on the website and in meeting minutes. A determination of non-independence will not be deemed a cause for removal, however the Board member may be excluded from certain votes where a conflict of interest is determined to exist and from the periodic meetings of the independent Board members.
Committees of the Board
The Board has five(5) standing Committees: Executive, Resource Development Strategic Planning, Finance, and Social Media. The Board may establish additional Committees as necessary or appropriate.
Only independent Directors may serve on the Finance Committee. Each of the standing Committees will have its own chairman. The chairman will set forth the responsibilities of the Committee, the qualifications and procedures of the Committee and how the Committee will report to the Board. Each Committee will conduct a self-evaluation annually.
The Chairman of each Committee will determine the frequency of Committee meetings, consistent with the Committee’s charter and the organization’s needs.
Director Access to Officers, Employees and Information
Directors have full and free access to officers, employees and the books and records of the organization. Any meetings or contact that a Director wishes to initiate may be arranged through the Executive Director. The Directors should use their judgment to ensure that any such contact is not disruptive to the business operations of the Companyorganization.
The Board welcomes the regular attendance at Board meetings of non-Board members who are in the most senior management positions in the organization. The Chairman of the Board shall see that such invitations are extended through the Executive Director and the Clinical Director.
All new Directors will be expected to undergo mentorship training whereby the new Director will be paired with a seasoned Board member. All Board members are expected to participate in scheduled orientation meetings. This orientation Program should be conducted as soon as reasonably practicable after the meeting at which a new Director is elected. This orientation should include presentations by senior management to familiarize new Directors with the organization’s business and strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct. Any sitting Directors may attend the Orientation Program. Director Orientation and Continuing Education.
Annual Executive Director and Clinical Director Performance Evaluation
To ensure that the Executive Director and the Clinical Director are providing the best leadership for the Company, the Board will annually evaluate their performance in an executive session of non-management Directors. The Board will will seek to measure their performance against his goals and objectives and, considering the full Board’s evaluation, determine the appropriate level of compensation for each position. The Board shall annually review and ratify corporate goals and objectives relevant to the compensation levels of each position.
The Board will determine policies and principles for selection of the Executive Director and for the Clinical Director positions. The Board will also determine policies regarding succession in the event of an emergency or the retirement of those serving the organization in either of those capacities. The Board, with input from the Resource Development Committee, will oversee senior management development and the planning for succession for senior positions.
Annual Board Performance Evaluation
The Board of Directors will conduct an annual self-evaluation to determine whether the Board and its Committees are functioning effectively. During the year, the Executive Committee shall receive input on the Board’s performance from Directors and, through its Chairman, will discuss the input with the full Board and oversee the full Board’s review of its performance. The assessment will focus on the Board’s contribution to the organization and specifically focus on areas in which the Board or management believes that the Board or any of its Committees could improve.
Director Compensation and Contributions.
All Directors of the organization serve on a voluntary basis without remuneration, either directly or indirectly. Directors may be reimbursed for reasonable and ordinary expenses incurred in the discharge of their duties as a Director of the organization. Reimbursement of expenses will be reviewed and approved by the Chair of the Finance Committee on a case by case basis. If the Finance Committee Chair is seeking reimbursement then such expenses shall be approved by the Chairman of the Executive Committee.
A key measure in any non-profit is the number of Board members who make direct donations to the organizations they serve as this demonstrates a belief in the work and mission of the organization. Each Board member is expected to make some financial contribution to the organization annually. We annually seek to have 100% Board participation in contributions to the organization. The Board shall not establish a minimum contribution threshold instead it shall be left to discretion of each Director to make whatever contribution is appropriate based on their individual circumstances.