1.08 – Board of Directors Requirements and Compliance

Open Door has established the attached Table of Organization. Open Door provides each employee with a copy of their chain of command during orientation.

Role of the Board of Directors

• Provide effective/ethical governance and leadership on behalf of Open Door stakeholders
• Ensure focus on purpose and outcomes for individuals served by the organization
• Create a strong foundation for current and future Directors and to ensure Open Door will flourish and have continuing success and stability
• Review/approve policies for the overall administration of Open Door
• Develop and implement a strategic plan following the principles outlined in CARF including the evaluation of currently offered services and the expansion of the organization to continue to meet the needs of the population we serve
• Complete annual evaluation of the Executive Director and compensation reviews
• Provide financial oversight/budget reviews for Open Door

Board Guidelines – Selection Process

Criteria for members of the Board of Directors:

• Current or previous demonstration of leadership in the community
• Interest in and/or knowledge of the special needs of the individuals served by Open Door
• Commitment to raising awareness for individuals with disabilities
• Experience in any of the following: fundraising, strategic planning, organizational development, financial management, disability services, healthcare, mental health and addiction services, Family/advocacy or community development
• Board members will not be past employees of Open Door for at least 5 years after separation of service from Open Door
• Board members shall be independent and unrelated to any of the Open Door Executive Team members and/or other Board Members. (The definition of unrelated includes immediate or extended family members or close friends/acquaintances)

Nomination of New Members:

• Prospective Members of the Board of Directors must be nominated by a current board member
• Prospective Members of the Board of Directors will provide a candidate statement highlighting education, areas of expertise, and employment and leadership experience for review by current Board of Directors, including disclosure of any relationship to any of the Open Door Executive or Board Members
• Prospective Members of the Board of Directors will be subject to approval by a majority vote of the current Directors

Term of Service:

• Upon selection, a Board Member will serve a term of 3 years. Four months prior to the end of the initial term, the Board member will notify the President or Executive Director of their wishes to continue participation or not.
• If the member requests to not renew their participation, the Open Door Recruitment Committee will immediately begin recruitment for a replacement member.
• The Board of Directors will ensure that term reviews are staggered, so as to promote members with longevity and history.
• A Board Member can submit a request to resign from the Open Door Board of Directors at any time by providing a written letter with 60 day notice to the President of the Board and the Executive Director outlining the reason for request. The Recruitment Committee will immediately begin recruitment for a replacement member.
• Board participation will be reviewed annually. If issues arise with participation or attendance from board members, they will be addressed by the President of the Board and the Executive Director. The Recruitment Committee may recommend dismissal of the Board member by majority vote, with written notice, if their continued participation is determined to be not in the best interest of Open Door.

Attendance Requirements

• The Board of Directors meets at least four (4) times per year.
• Board Members are expected to attend a minimum of three (3) meetings per year.
• Members are expected to actively participate in at least one (I) subcommittee or other event of Open Door.
• No more than three (3) consecutive absences will be permitted.
• 75% of Board Members must be present for a quorum.

Scope of Authority

1. The Board of Directors have authority only when acting as a Board legally in session
2. The Executive Director has authorization over Open Door personnel and operations ensuring compliance with federal, state, and local regulations and GAP principles with the responsibility of immediately reporting deviations in compliance to the Board of Directors.
3. The Board thus acts only as a body at convened meetings and communicates decisions openly derived and formally recorded.

Code of Ethics

• Board Officers and Directors shall abide by professional and ethical rules of conduct appropriate to their positions (refer to P&P 2.00)
• No Board Member shall seek special privileges, criticize Open Door or its employees publicly, or take action upon a complaint by or against an employee that is not first submitted to the Executive Director (Open Door Policy & Procedure 2.09 and 2.15)
• Individual members shall not presume to speak for the entire Board on matters of Board business unless authorized to do so by the full Board.

Quorum and Voting at Meetings

The affirmative vote of the majority of the active members voting, either in person or by proxy, at a meeting at which a quorum (75% of members) is present, shall be necessary for the authorization of taking any action voted upon by the members, unless the law, the Articles of Incorporation, or these regulations require a different proportion or number of active members.

Board Expectations

1. Members commit their time, talent, treasure and relationships to Open Door
2. Members will attend regularly scheduled board meetings, be available by phone and email for consultation, serve on at least one committee where the member’s special skills, perspective, and/or expertise can be utilized, come prepared to discuss the business at hand
3. Members will review communications and meeting minutes prior to Board of Director meetings:
   • Previous Board of Directors Meeting Minutes
   • Board of Directors Meeting Agenda/consent agenda
   • Executive Staff Reports
4. Members will positively represent the organization but never as an official spokesperson without proper authority from the Board and/or Executive Director.
5. Members will uphold the established confidentiality of meetings and board discussions.
6. Members will actively participate in fundraising activities.
7. All members will complete self-assessment and evaluations yearly on their participation on the Board for Open Door.
8. All members will review and sign acknowledgements of the Code of Ethics and Conflict of Interest agreements for Open Door and report any concern directly to the President of the Board immediately.

Use of Advisors

The Board of Directors is required to maintain a list of advisors to the Board and the corporation. These advisors are as follows:

Financial: Bradyware 4249 Easton Way #100 Columbus Ohio, 43219 (614) 885-7407

Legal: Kegler, Brown, Hill & Ritter, Capitol Square 65 E. State Street Suite 1800 Columbus, Ohio 43215 614-462-5400

Regulations: Ohio Healthcare Association (OHCA) Ohio Department of Job And Family Services

Additional contacts for Benefit related advisors are available at the Open Door Corporate Office in the Associate Director’s office.

Last Revised: 1/31/22