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Title: Member, Executive Cabinet/Board of Directors
Term elected: 3 years for Executive Cabinet officer position and 2 years for the Board of Directors (unless to fill an unexpired term)
Meetings & Attendance: Executive Board meetings take place every Wednesday at 6 pm. The Board of Directors meet monthly.
Accountability: To the Executive Cabinet and President
General Responsibilities and Powers of the Board
- Establish policies for administrating the programs and services which are in harmony with the mission of the organization and in accordance with the law.
- Appoint, evaluate, provide oversight and support, and remove the Executive Director.
- Elect other members and officers of the Board of Directors and Executive Cabinet.
- Ensure that the financial affairs of the organization are conducted on a reasonable basis in accordance with the law and established policies.
- Contribute and secure funds required for the purposes of the organization.
- Mobilize the entire volunteer and staff assets for active participation in all fundraising efforts.
- Ensure that the property of the organization is maintained in a reasonable state of repair.
Specific Duties of a member of the Board of Directors
The duties and responsibilities of members of Board of Directors are established by statutory rules relating to non-profit corporations and by AAREP ATL’s by-laws. In addition to establishing policy and goals for AAREP ATL and the monitoring of its activities, board member’s duties and responsibilities may include:
- Attendance to all Board meetings (participation here as a policy maker and planner is the most important part of the job).
- Attend consistently and on time in order to maintain a good standing. More than 7 absences throughout the calendar year could result in disciplinary action up to and including termination of seat. In the event you are unable to attend, you must notify the President, Chief Operating Officer, or Chief Administrative Officer with at least 24 hours advance.
- Become well-informed (in advance) of all agenda items.
- Contribute knowledge and express points of view based upon experience.
- Consider other points of view, make constructive suggestions, and help the board in making group decisions reflecting the thinking of the group.
- Let a member of the Executive Cabinet know when absence is required.
- Participate actively on at least one standing committee of the Board through regular attendance (as well as any special ad hoc committee to which appointed).
- Be informed of the organization’s policies, programs and/or services.
- Assume Board leadership responsibilities as requested if possible.
- Review reports and information provided to the board members in advance of decisions.
- In terms of ensuring adequate resources for the realization of the organization’s vision, mission and goals, Board members shall:
- Participate fully in fundraising activities as recommended by Fundraising Committee. As of FY 2021, Advisory Board members shall make a $1,000 annual personal contribution and secure an additional $1,000 for special events/campaigns.
- As a general Board, determine fundraising goal amounts on a yearly basis.
- Seek and identify contacts with potentially large donors.
- Periodically consider and approve special fundraising rationale and plan.
- Be informed about the needs of the organization’s target population and seek involvement and interest from that population in the development of the organization’s programs/services.
- Represent and advocate for the organization at community events, organizations and with private individuals.
Officers. The powers and duties of the respective Officers shall be as follows:
The President shall assist the Executive Cabinet with the management of AAREP ATL activities. The President shall be responsible for developing and recommending to the Executive Cabinet the policies and procedures for the operation and management of AAREP ATL, as they may change from time to time. Subject to such supervisory powers as may be given by the Board, if any, the President shall, subject to the control of the Board of Directors, be the Chief Executive Officer of the corporation. He or she shall have such other powers and duties as maybe prescribed by the Board or these bylaws. The President shall be responsible to the Board, shall see that the Board is advised on all significant matters of the corporation's business, and shall see that all orders and resolutions of the Board are carried into effect. The President shall be empowered to act, speak for, or otherwise represent the corporation between meetings of the Board within the boundaries of policies and purposes established by the Board and as set forth in the articles of incorporation and these bylaws. The President shall be responsible for keeping the Board informed at all times of staff performance as related to program objectives, and for implementing any personnel policies adopted by the Board.
The Vice President shall be appointed by the Executive Cabinet with the approval of the Board, and shall be responsible for planning, developing and enforcing the policies and objectives for the AAREP ATL to ensure it maintains its values and meets established goals. The Vice President shall create public awareness initiatives and ensure the organization is visible to the community and those interested in assisting the foundation. This may include assigning members to coordinate fundraisers, community events, and other programs to create responsiveness to the organization. The Vice President shall be responsible for overseeing and maintaining the financial budgets for the organization and ensuring the organization is compliant with state and federal guidelines as a nonprofit organization, allocating funds for each department and ensuring the financial stability for the organization. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Executive Cabinet or, if not ranked, a Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.
The Chief Operating Officer shall be appointed by the Executive Cabinet with the approval of the Board and shall be responsible for the long-term strategy of AAREP ATL by developing operating strategies to attain goals, and monitors performance capabilities of each committee. The Chief Operating Officer will work with the Board of Directors to safeguard the function of each committee by ensuring its goals are met by making sure each committee understands its role in relation to the other committees and AAREP ATL’s mission. The Chief Operating Officer will have final approval on committee budgets based upon what best serves the Board’s directives for the organization and will ensure AAREP ATL is meeting its membership goals and maximizing its volunteer help. The Chief Operating Officer works closely with the Chief Administrative Officer and the Chief Financial Officer.
The Chief Financial Officer shall be appointed by the Executive Cabinet with the approval of the Board, and shall (1) be responsible for the funds of AAREP ATL and shall deposit or cause to be deposited all funds in the name of and to the credit of AAREP ATL in such banking institutions as may be designated from time to time by the Board; (2) maintain and prepare, or cause to be maintained and prepared, financial records and reports, including the annual budget and monthly reports to the Executive Cabinet; (3) be responsible for the collection of donor pledges; (4) arrange for, or cause to be arranged, an annual review, or an annual audit, by an independent accounting firm, and the timely filing of all applicable tax returns; (5) establish and maintain, or cause to be established and maintained, fiscal policies and procedures; and (6) perform or cause to be performed such other duties as may be directed by the Executive Cabinet. The Chief Financial Officer shall have active control of and shall be responsible for all matters pertaining to the accounts and finances of AAREP ATL, and will work with the Chief Operating Officer to understand the organizations needs and look for budget solutions. The Chief Financial Officer will also serve as the Finance Director.
(i) Bond. If required by the board of directors, the Chief Financial Officer shall give the corporation a bond in the amount and with the surety specified by the board for the faithful performance of the duties of his office and for restoration to the corporation of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control on his death, resignation, retirement, or removal from office.
The Chief Administrative Officer shall be appointed by the Executive Cabinet. The designated Chief Administrative Officer shall be (1) responsible for ensuring that minutes of Executive Cabinet and Board meetings are recorded and properly disseminated; and (2) responsible for ensuring that notice of all meetings and activities of AAREP ATL, including but not limited to, notice of Board meetings is given as required by these Bylaws. The Chief Administrative Officer shall generally perform all duties usually pertaining to the office of secretary of a corporation. In the absence or disability of the Chief Administrative Officer, the duties of such office shall be performed and the powers may be exercised by the Assistant to the Chief Administrative Officer, if any, unless otherwise determined by the Chief Administrative Officer or the Executive Cabinet. The Chief Administrative Officer will work closely with the President and Chief Operating Officer to achieve operating goals.
(i) Book of minutes. The Chief Administrative Officer shall keep or cause to be kept, at the principal executive office or such other place as the Board may direct, a book of minutes of all meetings and actions of Directors and Committees of Directors, with the time and place of holding whether regular or special, and if special, how authorized, the notice given, the names of those present at such meetings, and the proceedings of such meetings.
(ii) Notices, seal and other duties. The Chief Administrative Officer shall give, or cause to be given, notice of all meetings of the Board required by the by-laws to be given. The Chief Administrative Officer shall keep the seal of the corporation in safe custody. The Chief Administrative Officer shall have such other powers and perform such other duties as may be prescribed by the board of directors or the by-laws.
The Vice President of Giving shall be appointed by the Executive Cabinet with the approval of the Board, and shall develop fundraising strategies, formulate solicitation procedures, and oversee all fundraising activities. The Vice President of Giving identifies new donor bases, directs and coordinates solicitation of funds, acts as liaison with funding partners and organizations, leads grant-writing efforts, sets fundraising goals, and creates functional strategies and specific objectives to develop budgets, policies, and procedures to support the functional infrastructure of AAREP ATL The Vice President of Giving will also serve as the Fundraising Director.
The Vice President of Marketing shall be appointed by the Executive Cabinet with the approval of the Board and shall oversee marketing strategies and efforts in order to strengthen the market position, awareness, and visibility of AAREP ATL, and to achieve desired organizational goals. The Vice President of Marketing is responsible for the annual marketing plan, strategy management and implementation, managing marketing budget expenditures, maintaining brand standards and compliance across all marketing and communications, identification of differentiated and impactful marketing strategies to include the use of social media channels, and reporting the monthly and annual collection of tracked marketing campaign results to the Executive Cabinet. The Vice President of Marketing will also serve as the Communications Director.
The Vice President of Community Outreach shall be appointed by the Executive Cabinet with the approval of the Board and will lead the planning and execution of engagement and outreach actions and activities with AAREP ATL member organizations, allies, and partner organizations. The Vice President of Community Outreach will develop a plan to expand and more effectively engage our membership in AAREP ATL advocacy campaigns and program offerings, and shall supervise systems in marketing, events, and community relations. The Vice President of Community Outreach will speak before community groups regarding AAREP ATL events, will represent the organization in the media if necessary, and will maintain the quality and consistency of AAREP ATL’s messaging to the community.
Directors. The Directors shall have such responsibilities and perform such duties as are necessary to assist with and oversee the fundraising efforts AAREP ATL, to implement the Policies and Procedures, and to take on such matters as shall be assigned to them by the Executive Cabinet.
Advisors. The Advisory Board is the body that provides non-binding strategic advice to the management of a corporation, organization, or foundation. The Advisors shall have such responsibilities and perform such duties as are necessary to assist with the fundraising efforts of AAREP ATL, advise the Executive Cabinet, and to serve as Brand Ambassadors for the organization. The Advisory Board does not have authority to vote on corporate matters or bear legal fiduciary responsibilities.
In carrying out the above-described duties and responsibilities, Board members are expected to exercise reasonable care and judgment.