Texas Health and Human Services Commission
Family Violence Program Shelter Center Provider Manual
Effective: September 1, 2008
Board of Directors
1100 Roles and Responsibilities of the Board of Directors
The board of directors' primary purpose is to assure that the shelter center fulfills its mission and meets its goals. This is done by setting broad policy, reviewing and approving programs and budgets developed and implemented by the executive director, and ensuring financial stability and accountability. The board delegates to the executive director the function of ensuring that the organization complies with all applicable laws and the Texas Health and Human Services Commission (HHSC) rules, and provides the executive director with the resources necessary to effectively carry out this function.
Texas Non-Profit Corporation Act
Board members must abide by the powers and duties granted the corporation by Texas law, its articles of incorporation and its bylaws. Directors must act in good faith and must ensure that the interest of the corporation prevails over any personal interests. In making decisions on behalf of the organization, they must use the reasonable care that an ordinary prudent person would use under similar circumstances.
- This law is from Article 1396 1.01-11.01 of the Texas Non-Profit Corporation Act. See Article 1396 2.26-2.28 for duties of directors. This law has numerous articles, sections and subsections concerning issues such as the board's general powers, number of members, bylaws, meetings of members, quorum requirements and voting by members, financial records and annual reports, and articles of incorporation. To reference the act, go to http://tlo2.tlc.state.tx.us/statutes/bo.toc.htm and click on Chapter 22, Nonprofit Corporations.
- The Texas Business Organizations Code (BOC) was enacted in 2003 to be effective on Jan. 1, 2006. The BOC applies to all new Texas corporations, partnerships, limited liability companies and other domestic filing entities formed on and after that date. In addition, it applies to all foreign filing entities registering to transact business in Texas on or after that date. With the exception of the filing fee provisions, the BOC does not immediately and automatically apply to domestic entities that were created before Jan. 1, 2006, or foreign entities that registered to transact business in this state before Jan. 1. Existing domestic and foreign entities will automatically become subject to the BOC on Jan. 1, 2010, unless those entities elect early adoption of the BOC by filing an early adoption statement with the secretary of state. For more information, go to www.sos.state.tx.us/corp/boc.shtml.
- On Jan. 1, 2010, the Texas Non-Profit Corporation Act will be part of the BOC.
- To reference the Family Violence Program Shelter Center rules online, go to http://texreg.sos.state.tx.us/public/readtac$ext.ViewTAC?tac_view=5&ti=1&pt=15&ch=379&sch=B.
- It is recommended that the shelter center's corporate attorney update the board of directors and executive director of any changes in the Texas Non-Profit Corporation Act, and orient new board members to this act.
- It is recommended that you seek legal assistance if you have questions about the scheduled changes to the Texas BOC.
1110 Financial Responsibilities
§379.101 Fiscal Oversight and Accountability
- The Texas Non-Profit Corporation Act requires the organization to maintain current and accurate financial records with complete entries for all financial transactions, including income and expenditures, in accordance with generally accepted accounting principles.
- Based on these records, the board of directors is annually required to prepare or approve a report of the financial activity of the organization for the preceding year.
- The report must conform to the accounting standards of the American Institute of Certified Public Accountants and must include a statement of support, revenue and expenses, changes in fund balances, a statement of functional expenses, and balance sheets for all funds.
- To access the Texas Non-Profit Corporation Act, go to http://tlo2.tlc.state.tx.us/statutes/docs/CV/content/htm/cv.032.00.000009.00.htm.
1120 Functional Responsibilities
- The Texas Non-Profit Corporation Act requires the organization to keep correct and complete minutes of the proceedings of its members, board of directors and committees having any authority of the board of directors. An organization must also keep a record of the members entitled to vote at its registered office or principal office in Texas.
- The board must assure that the center maintains all documentation required by the HHSC Family Violence Program contract, including:
- articles of incorporation and letter granting 501(c)(3) status;
- organization's bylaws;
- organization's policies that include, but are not limited to:
- current operating budge, amendments and copies of budget summaries, and audits for at least seven years; and
- minutes of board meetings.
It is recommended that the board of directors develop a long-range strategic plan.
1200 Records Retention
Texas Non-Profit Corporation Act
All records, books, and annual reports of the financial activity of the corporation must be kept at the principal office for at least three years after the close of the fiscal year and must be available to the public for inspection and copying during normal business hours.
- This law is from Article 1396-2.23A, Section C, of the Texas Non-Profit Corporation Act. It contains several sections concerning financial records and annual reports.
- For more information about record retention, see the HHSC Family Violence Program contract, Article 8, Section 8.01, and Article 13, Section 12.06(c)-(d).
1300 Private Nonprofit Organization Bylaws
- Texas Non-Profit Corporation Act
- §379.102 Shelter Center's Board Handbook
Note: Bylaws are rules adopted by an organization primarily for governing its own members and the regulation of its affairs.
The board's bylaws must contain:
- board size, terms of office, term limits, rotation policy and election procedures;
- specifications for regular and special meetings, meeting notices, attendance requirements, removal for cause, and filling interim vacancies;
- officer's terms of office, responsibilities and election procedures;
- standing committees, their charges, size and composition;
- quorums for board meetings; and
- bylaw amendment process.
1400 Board Composition
- It is recommended that the board of directors:
- recruit survivors of family violence to serve on the board and give them the option of public disclosure; and
- have a minimum of nine members, with no board members serving more than six consecutive years.
- If the shelter center conducts criminal background checks on the board of directors, it is recommended that the shelter center develop written policies and other written selection criteria and have these policies reviewed by an attorney.
- It is recommended that the composition of the board reflect the diversity of the community served and be selected without regard to race, color, sex, national origin, age, religion or disability. Community served can include representation from the geographic community, professional or occupational community, and/or representatives of any special population served.
1500 Board Orientation
- If a new board member misses the orientation, it is recommended that the new board member meet with the executive director and another board member within six weeks of her or his term commencement to go over the board handbook and the highlights of the board orientation.
- It is recommended that the shelter center explain individual and collective fiduciary responsibilities and legal liabilities to new board members.
- It is recommended that board members receive:
- an orientation;
- a copy of the Texas Non-Profit Corporation Act;
- the center's policies and procedures;
- a list of the center's donors;
- a copy of the center's fidelity bond and insurance policies;
- any documents required by HHSC in the contract; and
- any documents required by the Family Violence Program.
1600 Board In-Service Training
§379.103 Board of Director's Training
Though the shelter center is not required to provide each board member a copy of HHSC rules, board members can be given a printed copy or website access. To reference the rules online, go to http://texreg.sos.state.tx.us/public/readtac$ext.ViewTAC?tac_view=5&ti=1&pt=15&ch=379&sch=B.
It is recommended that the shelter center:
- plan and conduct annual board training or in lieu of a single annual training session, conduct a series of trainings or use portions of the board meeting to accomplish training requirements.
- encourage all board members to attend a direct service volunteer training to better understand the work of the center.
- use experienced board members and staff to help with the board in-service training.
- Internal Revenue Service (IRS) Regulations – Federal IRS regulations require all nonprofit organizations to file an IRS Form 990, Return of Organization Exempt From Income Tax, each year that must disclose:
- financial information about the organization;
- the names of all board members; and
- the names of staff members and their compensation, if the staff member's compensation is more than $50,000 per calendar year.
- Government Code, Public Information Act (PIA) – This act requires state agencies, when requested, to provide information to the general public regarding its operations. This includes information obtained by the agency from other sources that becomes part of its records and information maintained by its contractors under the terms of the contract. Certain information is exempt; however, most is covered by this act.
For more information, go to www.irs.gov/charities/index.html.
- Since IRS Form 990 is considered public information, the shelter center should consider any safety concerns regarding the public's ability to access this information. At a minimum, the shelter center should inform all board members of this federal regulation.
- A shelter center may receive requests for information/records under the PIA that could endanger current or former residents, nonresidents, employees, volunteers or board members. While a shelter center must be concerned with protecting the confidentiality and safety of its residents, nonresidents, employees, volunteers and board members, it should also be aware of its possible duties and exceptions under the PIA. The following information is a summary of the exceptions from disclosure in §552.136 for family violence shelter centers and sexual assault programs. The exceptions include the:
- home address, home telephone number and social security number of an employee or volunteer, regardless of whether the employee or volunteer complies with §552.024 (option by employee to voluntarily disclose);
- location or physical layout of a family violence shelter center;
- name, home address, home telephone number and numeric identifier of a current or former resident or nonresident;
- types of services provided, including intervention/counseling and shelter, to a current or former resident or nonresident;
- name, home address or home telephone number of a private donor; and
- home address or home telephone number of members of the board of directors.
- To access the act, go to http://tlo2.tlc.state.tx.us/statutes/docs/GV/content/htm/gv.005.00.000552.00.htm.
It is recommended that the shelter center inform board members of third-party requests for their personal or professional information.
1800 Additional Guidelines for Maximum Board Effectiveness
- Fundraising — The board should actively and enthusiastically raise funds and help the executive director manage the organization's funds. The extent of the organization's ultimate success and effectiveness will be a direct reflection of the board's level of involvement in fundraising, resource management, public relations and leadership development. It is recommended that individual board members financially support the organization at a level that they deem appropriate to their personal situations. Soliciting contributions from board members should be done by another board member, usually either the board chair or the event chair.
- Board Meeting Attendance — The board should develop an attendance procedure stating that if a board member misses two meetings without prior notice, the board chair calls the member to address the issue before it becomes a problem. Consider putting a board attendance sheet in the monthly board packet. Any habitual lack of attendance and participation can be demoralizing to other board members. Regular attendance is paramount if the shelter center is to achieve organizational goals. Consider putting those individuals who want to help the shelter center but cannot attend regular meetings on an advisory board or project committee. In this way, the shelter center can have prestigious individuals to call upon for support and simultaneously require the attendance and participation of a working board.
- Board Committees — The board should appoint board committees and make use of them. Committees should consist of three to eight members, and each board member should serve on at least one committee. A committee may use staff as a resource; however, staff should not participate in overseeing their own actions. Committees to consider include, but are not required or limited to:
- Executive Committee — The executive committee should meet a week to 10 days before the board meeting to discuss important issues with the executive director and other resources, as required, and to set the meeting agenda. This committee is comprised of board officers and/or committee chairs, and can be especially helpful as the organization grows. The executive committee should provide ongoing support to the executive director. This committee, the personnel committee, or a combination of the two should provide supervision to the executive director and evaluate her or his performance annually.
- Finance Committee — This committee performs in-depth reviews of the shelter center's financial activities and budgeting process based on monthly or other periodic financial reports. The committee reports and makes recommendations to the full board of directors. The board treasurer should chair the finance committee.
- Board Development Committee — This group carefully analyzes the needs of the organization, works to involve and recruit board members who can help achieve organization goals, and helps plan the annual board orientation and any other special board trainings or retreats. The board development committee is an important committee because it represents the future of the organization.
- Personnel Committee — This committee can be a useful resource to the executive director and can also take the lead responsibility of evaluating the executive director with, or instead of, the executive committee. It can serve as a screening committee when hiring a new executive director and can give support to the executive director regarding personnel issues. It is recommended that employment attorneys or human resource professionals be appointed to this committee.
- Fundraising Committee — A fundraising committee is essential for planning the organization's annual fundraising strategy. Although all board members should be involved in fundraising, it is recommended that board members who are closely involved with fundraising events or projects be appointed to this committee.
- Community Relations Committee — An important role of a board member is to represent the organization in the community. This committee, working with staff, can organize a planned effort to facilitate positive, informative publicity about the program by focusing on the mission of the organization.
- Special Project or Event Committees — These committees allow the organization to involve people who are not able or willing to become board members, but who will lend their expertise, connections, name and support to a project or event. It is recommended that the shelter center appoint several board members to each of these committees to ensure the organization retains ultimate control and responsibility for the project.
- Advisory Boards — Advisory boards are a good way to gain community credibility and visibility. It is recommended that a shelter center with an advisory board hold at least an annual meeting where the advisory board, board of directors and supporters can be introduced and hear the year's major accomplishments. Keep them involved by including them on the mailing list, sending them personalized quarterly update letters, and asking board members to stay in touch with them.
- Focus Groups — Consider convening annual focus groups to get input on important issues. For example, a focus group of women who used shelter or counseling services could be very helpful in discussing program development.
1900 Contributions to Effective Board Organization
Portions of the suggested practices were adapted from publications by BoardSource, formerly the National Center for Nonprofit Boards. BoardSource is a national nonprofit organization that is dedicated to increasing the effectiveness of nonprofit organizations by strengthening their boards of directors. For more information, go to www.boardsource.org/.
Standard Meeting Structure — To facilitate the work of the board of directors and provide structure to meetings, it is recommended that the board chair and the executive director:
- develop and distribute an annual schedule of meetings so that all members can plan to attend;
- send a board packet to each board member five to seven days before each meeting. Board packets should include:
- a meeting agenda developed by the board chair and the executive director or the executive committee that indicates the person who will make each report,
- minutes from the last meeting, the executive director's report on the past month's activities and "the state of the organization,"
- back-up information needed for discussion or votes to be taken, and
- current financial statements and reports;
- assume the board packet has been read and do not use the board meeting to report on minor matters;
- keep board and committee meetings pleasant, productive and well-focused. Stimulate the broadest possible participation by members, while also keeping discussions on track. If an item creates a long discussion, consider sending it back to committee for a report at the next meeting or completing the other business and coming back to it;
- ask each board member to serve on at least one committee so each member will be invested in outcomes and members will get to know each other;
- acknowledge member accomplishments and contributions in a variety of ways, such as newsletters, at meetings and in the minutes;
- encourage board members to develop and follow ethical guidelines for operations and communication during the course of board business; and
- share a summary of board meeting outcomes with shelter center staff.