YWCA OF NEW CASTLE COUNTY ROLE OF THE BOARD OF DIRECTORS LEGAL RESPONSIBILITIES The Board, as a governing body, is a collection of individuals united into one body, empowered to act as a legal entity. The Board has complete authority and responsibility for the organization.

Its powers include:

1. hold the corporate name and seal, 2. make bylaws, 3. purchase and hold property, 4. make contracts, 5. other legal maters as they arise from time to time. Board members are not individually liable for the corporation except in the case of fraud or misdealings. Board members have no authority to act for the corporation or to endeavor to direct its affairs, unless the Board as a whole has given its specific authorization. FIDUCIARY RESPONSIBILITIES Board members have four primary fiduciary responsibilities: 1. manage with integrity in the public interest, 2. account to official bodies and to the public for actions taken and funds used, 3. hold title to and administer endowment funds, 4. fulfill their ethical responsibilities. No Board member may realize any personal financial benefit from these fiduciary responsibilities. FUNCTIONAL RESPONSIBILITIES Board members have four primary functional responsibilities: 1. Employ the Executive Director. The Board provides support to her/him, at least annually evaluates her/his performance and, if necessary, may terminate her/his employment. The Board is the final arbiter in internal disputes. 2. Define and communicate the organization’s objectives and policies and standards to be met. 3. Insure the financial welfare of the organization. a. secure, invest and preserve all financial assets, b. inspect and approve budgets that prudently support the goals of the organization, c. secure the funds needed to meet budgetary requirements, d. support all fundraising. 4. Foster positive community relations. a. interpret and promote the mission and programs of the organization, b. strengthen and broaden community support, c. recruit new members of the community to serve the organization. BOARD/STAFF RELATIONS 1. The Board is responsible for establishing policy. Ongoing it reviews policy in order to insure achievement of our mission statement. 2. The President of the Board and the Executive Director are expected to maintain a good working relationship. The Board President’s advice and counsel to the Executive Director is vital to the organization. The Executive Director will keep the Board President fully informed on important matters. 3. The Executive Director, as the administrative officer of the staff, is responsible for: a. carrying out the policies and decisions of the Board. b. informing the Board of the operations, achievements and challenges of the organization, c. providing professional expertise and leadership to the Board, d. making recommendations to the Board for actions to be taken. COMPOSITION OF THE BOARD Members of the Board of Directors shall be representative of the community; diverse in age, ethnicity, talents, professional experience, and personal interests. Each member will bring to the Board specific strengths which help to serve the interests of the organization. Committee assignments will be made in the most effective way on the basis of individual interests and capabilities.