Board Governance. Role of the Board Chairperson By-Laws Ethic Code Conflict of Interest Disclosure

Transcription

1 Board Governance Role of the Board Chairperson By-Laws Ethic Code Conflict of Interest Disclosure

2 Presentation Objectives To provide relevant insights into good governance and its practical impact on HAWS Board performance

3 ABOUT THE PRESENTER Professional Experience Participation and role on the Board of HAWS Talk about the HAWS Board

4 At HAWS we recognize the honor of being a Board Member

5 We take the job of being a Board Member very seriously.

6 The work of HAWS Board of Commissioners takes place At 50,000 feet

7 The Role of the HAWS Board is to enhance the Housing Authority staff decision-making towards creating a viable and sustainable organization. 7

8 The HAWS Board of Commissioners fulfills this role by good oversight via monitoring, reviewing reports, financial statements and providing insight. You will hear this theme over and over again throughout this presentation

9 Board Chair Role & Responsibilities The role of the Board Chair is completely different from any of the other Board members.

10 Primary role or function of a Board Chair is to conduct orderly and productive meetings by: Creating a motivating environment and assuring engagement of Board members in all discussions and deliberations. HAWS utilizes parliamentary protocols.

11 Providing ample opportunity for full and open discussions amongst Board members Assuring that every Board member is given the opportunity to be heard and participate

12 Assure that ample time is given to the sharing of opposing views.

13 At all times the Chairperson s focus and awareness are to ensure that no board members: Feel Left Out of discussions Feel Lost or Confused during a discussion Opinions are not pushed out

14 The HAWS Chairperson should give a hand as necessary to assist other members in understanding complex issues.

15 This responsibility is extended to every HAWS Board Member AT HAWS we maintain a culture promoting an awareness that Board members have a responsibility to each other

16 At HAWS the Chairperson facilitates discussions He/she helps clarify issues and keeps the discussion focused

17 Keeps the discussion focused and moving toward a common consensus And at the appropriate time, end the discussion, assist members (if necessary) in wording a motion and call for a vote.

18 Board Chair has the responsibility for appointments to standing committees

19 At HAWS we have two standing committees Finance Committee Development Committee

20 Standing Committees Standing committee meetings are were the true work of the Board takes place. Detail report examination and review Brain storming discussions Report corrections and adjustments made Agreeing to move reports to the full Board

21 Only those reports or items that are voted out of committee move to the full Board for consideration

22 Board Member Responsibilities

23 Responsibilities of the General Board Members Provide support to HA CEO and Board Chair Participate in Board meetings and committee meetings Make sure resources and assets are being properly managed and maintained Monitor the overall HA agency reports and services Financial review Contract monitoring Making sure work orders are being addressed timely Unit occupancy Capital improvements Procurement of outside vendors Monitor public image.

24 Question or Comments

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26 THE WORD OF THE DAY IS GOVERNANCE

27 WHAT IS GOVERNANCE? Governance refers to an internal document(s), memorialized and ratified by the Board of Commissions, in the from of: By-laws Codes of Ethics Conflict of Interest Policy and Annual Conflict of Interest Disclosure These documents regulate, sustain, and hold accountable the activities of a Board of Commissioners.

28 WHAT ARE BOARD BY-LAWS? A series of operating processes and procedures which govern all Board activities It outlines a systematic approach for how the Board fulfills its roles, responsibilities and obligations It defines the operating parameters and departmentalizes (separates) Board activities from the day-to-day agency functions. Clearly defines the relationship between the CEO and Board Provides public transparency and allows scrutiny

29 The By-laws ARE THE FOUNDATION OF the Board of Commissioners All Board actions are built, maintained, regulated and sustained by these documents

30 Basic Contents or Key information contained within By-Laws of the Board Authorizing Legislation: Identifies the local, State and Federal statues authorizing and empowering the Board of Commissioners. Board Structure Size of Board, Commissioner minimum and maximum number of members Governing Legislation Board Composition Executive Board Members Role and Responsibilities Chairperson Vice- Chair Treasurer Secretary General Member Role and Responsibilities

31 Basic Contents or Key information contained within Board By-laws Tenure Length of service How does a Board member step-down This is a key element of any set of by-laws Eliminate any future liabilities Especially financial

32 Basic Contents or Key information contained within Board By-laws Outlines the election or selection of the Executive Board and how often. What constitute a Board quorum? What happen in if there is a lack of quorum

33 Basic Contents or Key information contained within Board By-laws Define Board member attendance (participation) Physical attendance Tele-Conferencing Webcam (Skype) Minimum number of meetings required to remain on the Board Board Committees Committee name and number of members The Committees role and function Committee appointments

34 Frequency of meetings Full Board Meetings Committee Meetings Date and start time Public Notice or Postings Outline how to call a special meeting Outline how and when to go into close session Defines the process of how the Board approves resolutions Board reports (minutes)

35 Other Associated Board of Commissioners Documents Code of Ethics (a.k.a. Code of Standards) Conflict of Interest Policy Conflict of Interest Disclosure

36 Code of Ethics Statement The goals of the Code of Ethics Statement is: To ensure and maintain public confidence in the integrity of the Board of Commissioners members and employees of the Housing Authority To ensure the highest standards of behavior and conduct of the Authority s Board of Commissioners and employees, who, as members of a public corporation, hold positions of public trust. To provide Authority Board Commissioners/employees with guidelines to help them: evaluate potential ethical problems before they have developed; avoid potential conflict of interest situations; and to recognize and change behaviors not compatible with an employee s position of public trust. To provide a system for the fair and effective enforcement of the Code and a mechanism for sanctions and other disciplinary actions against Commissioners or employees who violate the Code of Ethics.

37 HUD Requires HA to have a Code of Ethics (Standards) / Conflict of Interest Policy In accordance with the U.S. Department of Housing and Urban Development (a/k/a HUD), Standards of Conduct, as set forth in 24 CFR Part O, and Section 515 Conflict of Interest of the Annual Contributions Contract executed between HUD and the Housing Authority XXX(a/k/a HAXXX or Authority ), and under the mandate of HUD Procurement Handbook No , Section 2-6 which requires all PHAs to maintain a written standard of conduct to govern officers, employees or agents employed in the award and administration of contracts, the HA Board of Commissioners hereby resolve to enact a Code of Ethics that shall apply to all employees of the HA and to all members of the HA Board of Commissioners.

38 Review Example of a Code of Ethics

39 Conflict of Interest Policy Conflict of interest policy addresses situations and circumstances in which a Board of Commissioners may have a personal interest - or the appearance of a conflict with the organization's interest.... It should also outline actions to be taken to resolve either the actual or potential conflict.

40 Keep in mind that the IRS Form 990 asks not only about whether the nonprofit has a written policy on conflicts of interest, but also about the process that the nonprofit uses to manage conflicts, as well as how the nonprofit determines whether board members have conflicting interests.

41 Review Example of a Conflict of Interest Policy

42 Example of Conflict of Interest Management 1. Require those with a conflict (or who think they may have a conflict) to disclose the conflict/potential conflict 2. Prohibits conflicted Board members participation in the discussion 3. May reframe voting on any matter in which there is a conflict 4. May be required to leave room until topic is concluded

43 REVIEW AND DISCUSSION OF SOME KEY ELEMENTS / STATEMENTS OF THE HAWS BY-LAWS

44 These policies are perhaps the most important policies a Board can adopt. To have the most impact, the policy should be in writing, and the Board and staff should review and sign the policy. It should be rolled out, reviewed, updated, adopted and signed annually.

45 A lack of By-laws directly effects how well the Board functions. It can also lead to: The lost of Board focus Board mission creep Internal Board confusion Increased exposure to financial liability Staff confusion Lack of proper contract and financial monitoring

46 Lack of By-laws, Members tend to change hats, and become involved in operational issues, resulting in Loss of the BIG PICTURE Majoring in minor issues. Staff confusion

47 Don t Cross The Line Adherence to a well defined good governance policy is critical: Avoid the common problem of the Board becoming involved in the day-to-day operational issues. Promotes transparency Allows the Board to see the big picture and keep the agency on track. Reduces commissioners individual liability.

48 Remember - HA By-laws are a public document

49 QUESTIONS

50 How does the HAWS Board carry out their responsibilities HAWS has two standing committees Development Committee Financial Committee Each committee receives all departmental reports at least 5 days prior to the Committee meeting. Each committee focus on specific departmental activities

51 Major Focus Development Committee Focus Development report Updates on major funding opportunities Choice Neighborhood Update on new project development Tax Credit application Mixed finance negotiations Update on the purchase or sale of real estate assets Capital project contract report and updates Project updates including but not limited: Project status, percentage of completion, review of change orders, and challenges Modernization unit project update New projects or solicitations Outside capital contract work Operational occupancies, vacancies, work orders, property insurance claims, waiting list management, major HUD funding opportunities, HCV utilization rates. Minor Report Review of financial status of the agency

52 Development Report

53 Capital Report

54 Operation Report

55 FINANCIAL COMMITTEE & KEY AGENCY DRIVERS

56 What are key agency drivers? Key Agency Drivers Key agency drivers are items/issues that influence the overall performance and solvency of an agency. Cash - is the fuel that drives an agency. Without cash, your agency can t pay its bills, can t pay its employees, can t buy the goods it needs to make repairs, etc. Revenue Rent Collection Management fees Contract services Bad Debt Expenses Liabilities

57 Financial Committee Major review Thorough review of financial status of the agency** Minor review Operational occupancies, vacancies, property insurance claims, major federal funding opportunities Development report progress of new purchases, sales or development of real estate, Major federal funding opportunities/ Capital project contract report and updates Project updates, Percentage of completion, New projects or solicitations Outside capital contract work Challenges

58 Financial committee Complete review of agency Balance sheet Housing Authority of Anytown USA Consolidated Balance Sheet As of February 2018 VARIANCE ASSETS AMOUNT PERCENTAGE Unrestricted cash XXXXXX XXXXX 430,457 31% Restricted cash XXXXXX XXXXX (30,000) -1.72%

59 Financial committee Housing Authority of Anytown USA Income & Expense Spreadsheet ASSETS CURRENT ASSETS Feb - 18 Feb - 17 CASH LIPH HCV S. SITES GRANTS COCC Total HAWS Total HAWS Variance Unrestricted cash Restricted cash XXXXX XXXXX XXXXX XXXX XXXX XXXXX XXXXX 430,457 XXXXX XXXXX XXXXX (XXXX) XXXX XXXXX XXXXX (30,000)

60 Financial committee HOUSING AUTHORITY OF ANYTOWN CONSOLIDATED REVENUE AND EXPENSE STATEMENT FEBRUARY 2018 YTD YTD VARIANCE Operating Income Actual Budget Amount Percentage HUD subsidy/grants XXXXXX XXXXXX 375, % HUD Admin Fees XXXXXX XXXXXX (6,700) -2.50% Dwelling Rents XXXXXX XXXXXX (16,000) -1.58% Total Income XXXXXX XXXXXX 352, % Operating Expenditures Administrative XXXXXX XXXXXX (19,870) 3.25% Tenant Services XXXXXX XXXXXX (6,700) -2.50% Utilities XXXXXX XXXXXX (16,000) -1.58% Maintenance XXXXXX XXXXXX (78,655) -2.22% Total Operating Expense XXXXXX XXXXXX (121,225) -3.05%

61 OPERATING EXPENDITURES Feb - 18 Feb - 17 ADMINISTRATIVE LIPH HCV S. SITES GRANTS COCC Total HAAUSA Total HAAUSA Variance Salaries XXXXX XXXXX XXX XXXX XXXXX XXXXX 69,785 Employee benefits XXXXX XXXXX XXX XXXX XXXX XXXXX XXXXX (6,700) Legal & Accounting XXXXX XXXXX XXX XXXX XXXXX XXXXX XXXX Audit XXXXX XXXXX XXX XXXX XXXXX XXXXX XXXX Travel XXXXX XXXXX XXXXX XXXXX XXXX TOTAL ADMIN XXXXX XXXXX XXX XXXX XXXX XXXXX XXXXX (19,870)

62 QUESTIONS

63 Lunch time break

64 QUESTIONS!

65 Minutes of Board meetings should reflect when a Board member discloses that s/he has a conflict of interest and how the conflict was managed. Example: entry that there was a discussion on the matter without the Board member s participation and a vote was taken with the Board member abstaining. Board of Commissioner Minutes Of June 14, 2018

66 Clear separation of roles, responsibilities and relationship It explains how the board is fully engaged, informed and maintains agency oversight Clearly defines the relationship between the CEO and Board Clearly defines, delineates and separates the role and responsibilities of the Board from the agency s staff.

67 Document Contents Definitions Ethical Standards for Board of Commissioners Ethical Standards for Employees Fraud and Abuse Definition and examples Who is responsible for reporting fraud and/or abuse Guidelines to investigate suspected fraud and/or abuse Disciplinary action

68 Beyond including those two basic directives, each nonprofit needs to determine how the Board will manage the conflict.

69 By-laws How does the Board carry out their responsibilities Committee meetings Committee meets once a month, prior to the full Board meeting. Thorough and vigorous review and discussion of reports. Reports are either voted out and recommended to full Board action, or rejected (issue reworked). Committee meeting last less than 1 hour

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71 QUICK REVIEW Board of Commissioners Governance Documents Governance Documents Board of Commissioners By-laws Board of Commissioners Policies Regulates the activities of the Board of Commissioners. Defines the Board Structures Titles and Terms of Services Frequency of Meeting Meeting structure Role and Responsibilities Focus

72 The Board agenda is the primary tool that helps maintain order, control and keeps the meeting moving along. In the afternoon workshop we will spend some time examining HAWS Board agenda and how we use them to help the board fulfill their oversight role.

73 Key Agency Drivers Assets include everything the agency uses to produce revenue whether it is tangible, such as apartments, office leases, contract services or people. LIPH Property management fees Affordable unsubsidized housing Two office buildings Asset management fees NC Licensed General Contractor NC Licensed Real Estate Broker

74 By-laws Board Process How does the Board carry out their responsibilities Sub-Committee Finance Committee Major review Through review of financial status of the agency** Minor review Operational occupancies, vacancies, property insurance claims, major federal funding opportunities Development report progress of new purchases, sales or development of real estate Major federal funding opportunities Capital project contract report and updates Project updates, Percentage of completion New projects or solicitations Outside capital contract work Challenges

75 The Role and Responsibilities of HAWS Board Chair A major responsibility of HAWS s Board Chair is to run effective and productive Board meetings by: Creating a motivating environment and engagement of board members in all discussions and deliberations. Creating a board culture that builds on the strength and talent of each individual member. Maintaining order and controlling domineering or out-of- line behavior during a meeting Influencing the discussion to assure the overall agency priorities remain in focus. Managing the meeting agenda Assign members to Board Committees Ensuring that the board work collaboratively with the CEO Overseeing session planning for the office of the CEO.