Governance Committee AGENDA January 25, 2016 1-3 PM Housing Trust Conference Room 95 South Market Street, 6 th Floor, San Jose 1. Information Items a. Minutes from July 23, 2015 Meeting (Attachment 1) b. Board Composition Analysis (Attachment 2) 2. Board Member Selection 3. Bylaws a. Filling Vacancy left by Felix AuYeung Recommendation to bring forward nomination of Mary Murtaugh, Executive Director of EAH, to the February 18, 2016 Board Meeting (Attachment 3) b. Update on filling a vacancy left by Zoe Mullendore, Silicon Valley Leadership Group c. Approval of a Board Member Recruitment and Selection Process (Attachment 4) a. Review and approve bylaws for Board approval at its February 18, 2016 Board Meeting (Attachment 5) 4. Conflict of Interest a. Discuss and make recommendations on how to move forward with a Conflict of Interest Policy for SV@Home (Attachment 6) 5. 501 (c) 3 Process a. Discuss steps needed to move to independence (Attachment 7) 6. Leadership Circle a. Discuss how to proceed with this idea (Proposal Forthcoming)
Attachment 1 Governance Committee Meeting Notes July 23, 2015 The Governance Committee met on July 23 rd and discussed the following items: 1. Conflict of Interest Policy a. Policy Examples we have are more complicated than needed, so we are looking for more simple examples from our peer organizations (EBHO, NPH, HLC) b. Expect to bring the Policy back for Board review/action in October 2. Path to Independence and 501(c)3 status a. Looking toward a January 2017 date for independence b. Governance Committee began discussions and is in the process of developing a timeline. c. Kelly facilitated a discussion with another group that recently set up a nonprofit, and they have provided their guidance and helpful information. d. What we know is that we have lots of time to get this together, as the process shouldn t take that long. That gives us time to do it right! e. We are also looking at bylaws from other peer organizations, and hope to bring back interim bylaws for board approval in October. 3. New Board Members a. The Committee discussed developing a process for new board members to include in the bylaws b. Additionally, determinations will need to be made about board terms, and since this is a new organization, how to stagger existing board terms so there is not mass change. c. The Governance Committee expects to make a recommendation to the Executive Committee and then bring it to the board for full discussion/action. 4. Legislation a. The Committee had a brief discussion about legislation and agrees that the best course of action is to develop a framework that identifies the areas where SV@Home will act. If any issue is controversial, that would come forward to the board at the determination of the Executive Director. b. It was anticipated that this framework would be developed as a part of the November board retreat. This timeline is good, as the new legislative year will begin in January. As noted, the Governance Committee will meet again on 9/1 to continue working on these issues.
Attachment 2 January 2016 Current SV@Home Board Composition Total Number on Board = 15 (of 17) Gender: Male: 6 Female: 9 Ethnicity: 12 Caucasian 02 Hispanic 01 Asian Organizational Type: 10 Nonprofit 05 For Profit Business Type: 04 Developer (1 Vacancy) 05 Nonprofit Agency 03 Consultant 01 Labor 01 Employer (1 Vacancy) 01 Lender Geographic Balance (Primary Identity): 7 Santa Clara County 7 Regional/Bay Area 1 Worldwide Specialties: 1 Communications; 1 CDFI; 2 Homeless and ELI; 3 For Profit Development; 2 Nonprofit Development; 1 Homeownership; 1 Regional Housing Leader; 1 Labor Leader; 1 Corporate Leader; 2 Nonprofit Community Leaders Vacancies: 1 Nonprofit Development; 1 Corporate Leader Potential Needs: Specialties: Attorney; Financial Sector; other sectors (transportation and environment) Ethnicity: More people of color
Attachment 4 Board Recruitment Policy January 2016 SV@Home strives to recruit housing professionals and community leaders in Santa Clara County to serve as members of the Board of Directors. Tenets: 1. SV@Home seeks a good cross sector representation on the board, including nonprofit and for-profit developers, community organization leaders, labor, business, and development consultants. 2. Diversity is a priority for the organization. 3. At least XX% of the Board will be comprised of nonprofit housing developers. 4. Directors should be at a CEO/Executive Director level, or in a key position in their organization that complements SV@Home s work. Selection Process: The SV@Home Governance Committee is responsible for vetting and recommending new Board members. 1. Upon a vacancy, or in preparation for turnover in the Board when members term off, the Governance Committee shall seek nominations for potential Board members from the entire Board and the Executive Director and obtain feedback on qualities and features of potential candidates. 2. The Executive Director will provide the Governance Committee with a report on Board composition, considering specialties and demographic considerations. 3. The Governance Committee will then meet to vet the candidates taking into account the goal of diversity, cross sector representation, and nonprofit membership. 4. Select Board members will then be tasked with meeting with candidates to determine their interest and to share Board responsibilities and expectations. Candidates being considered should be evaluated based on the following: a. Commitment to the mission and philosophy of SV@Home b. Ability to give the time necessary to be an effective Board member c. Possession of skills, knowledge or other assets that complement those of other Board members d. Ability to place SV@Home s purposes and interests above their own professional and personal interests when making decisions as Board member. 5. Candidates being recommended will then be presented to the Board for final approval. Orientation Prior to their first meeting, the Executive Director and one or more Board members will provide an orientation to the new Board member.this orientation will include: 1. An overview of the mission, vision and goals of SV@Home 2. A discussion of the roles and responsibilities of a Board member, including financial contributions 3. Review of the Board member job description 4. Opportunities to ask questions 5. Signing the Board Expectations Form
Attachment 5 BYLAWS AND PROTOCOLS Article I. Name The name of the organization shall be known as SV@Home. Section I. Mission Article II. Purpose SV@Home is the voice for affordable housing in Silicon Valley, advocating for more funding, more land, and more focus on the need to build housing and affordable housing in Santa Clara County. Section 1. Role of the Board Article III. Board The Board shall have the following roles and responsibilities: Provide oversight and strategic direction for SV@Home activities and operations Assist in raising funds for SV@Home projects and operations Represent SV@Home at activities and events, raise awareness of the organization, and engage new members Approve a budget for SV@Home administration for approval by the Housing Trust Participate on SV@Home Committees Select, evaluate, and recommend compensation for the SV@Home Executive Director Nothing hereinabove shall mitigate the responsibilities of the Fiscal Sponsor as set forth in the Fiscal Sponsorship Agreement between the Housing Trust and SV@Home. Section 2. Role of Board Committees SV@Home has four standing committees; the roles of each are described herein: The Executive Committee-- the Executive Committee members shall be appointed by a vote of the Board. The Committee meets regularly with the SV@Home
Executive Director to provide recommendations regarding strategic direction, give counsel, and assist in operational decisions. Additionally, the Executive Committee acts on behalf of the Board when needed between regular meetings. Governance Committee the Governance Committee is responsible for the health and functioning of the board. It recruits new members, conducts orientation, produces official board governing policies and documents, and evaluates the performance of the board itself. This Committee is comprised entirely of Board members and is staffed by the Executive Director. External Affairs (Membership and Communications) Committee the External Affairs Committee is responsible for external issues-including fundraising, membership, communications, public relations, and marketing. This Committee is staffed by the Executive Director, and is comprised largely of Board Members, but at the Board s discretion may also include members of the Leadership Council. Policy Committee the Policy Committee is responsible for vetting policy and identifying strategies for response. This Committee is staffed by the Policy Director and is comprised largely of external partner agencies, but should include at least two Board members. The Board may establish ad hoc committees to serve a specific, temporary purpose. The ad hoc committees shall be dissolved upon the completion of their task. Section 3. Board Membership The Board shall be comprised of up to 21 individuals as follows: Executive Committee members (4) Developer members at least 25% of the Board shall be comprised of nonprofit and for-profit housing developers Other members an effort should be made to include members from a wide spectrum of the affordable housing world The Board shall seek diversity in its composition Terms shall be two years, renewable for up to four terms. The initial Board, beginning its work in 2015, shall have staggered terms, with: No more than 50% of the members with initial terms ending in 2017 No less than 25% of the members with initial terms ending in 2018 No less than 25% of the members with initial terms ending in 2019 Board members shall represent the SV@Home mission and not solely their organization s interests. Section 4. Appointment and Removal Every year when a vacancy exists or is anticipated, the Governance Committee shall seek nominations and ideas from the whole Board. The Governance Committee shall vet the
nominations and make recommendations to the full board, taking into consideration diversity, area of expertise, and commitment to the purposes of SV@Home. Board members may be removed by a 3/4 vote of the members of the Executive Committee, not including the vote of the member who is the subject of the removal proceedings. Absent compelling circumstances, a member shall be removed in the event they do not attend at least half of the meetings annually. Section 5. Decision Making & Quorum The Board will operate on a majority vote of those attending a meeting in which a quorum is present. Quorum is defined as a majority of the members of the Board. Section 6. Board and Executive Committee Meetings Regular meetings of the Board shall be held at least five times per year. Executive Committee members meet prior to each Board meeting. Special meetings of the Board may be called by an (1) Executive Committee member, or (2) upon written request by a majority of the Board members. Members will be given notice via email at least five (5) working days prior to a special meeting. Article IV. Leadership Circle SV@Home shall have a Leadership Circle comprised of individuals who by reason of their expertise, influence, or leadership position in the community have the capacity to advance the Mission and Vision of SV@Home. Leadership Circle members will not have formal meetings and shall not assume any of the power or authority of the Board. Section 1. Role of the Leadership Circle Further the mission of SV@Home by attending and supporting events and activities and encouraging the participation of other partners. Provide periodic advice and assistance to SV@Home, particularly in areas such as policy, advocacy, and fundraising. Article V. Fiscal Sponsor SV@Home has a fiscal sponsorship agreement with the Housing Trust (Fiscal Sponsor) that shall define the relationship of SV@Home to the Fiscal Sponsor and as such is a program of the Housing Trust. The Fiscal Sponsor delegates day-to-day activities to SV@Home. As outlined in the fiscal sponsorship agreement, the Fiscal Sponsor shall perform the following roles and responsibilities:
Receive and administer funds Acknowledge charitable donations Provide financial and accounting reports Provide office space and amenities, including telephones, internet service, receptionist support, and furnishings Employ staff, including the Executive Director Article VI. Conflict of Interest If a member or an organization in which a member is involved or represents may benefit financially from the outcome of a decision on any matter, they must declare a conflict of interest on the issue and recuse themselves from decision-making. (See separate conflict of interest policy.) Article VII. Books and Records SV@Home staff shall keep minutes of all Board meetings and such other books and records as may be required for the proper conduct of its business and affairs. The Fiscal Sponsor staff shall make available any and all reports as requested by the Executive Committee or Board regarding the receipt and expenditures of all funds. Article VIII. Amendments Amendments to the SV@Home Bylaws may be made upon two-thirds vote of a quorum of Board members.
Attachment 6 Conflict of Interest Policy January 2016 In their capacity as directors, officers and key employees, the individual leaders of SV@Home must act at all times in the best interests of the organization they represent. 1. What is a Conflict of Interest? A conflict of interest may arise in any circumstances that may compromise the ability of a director, officer, or key employee to make unbiased and impartial decisions on behalf of SV@Home. Such circumstances may involve family relationships, business transactions, professional activities, or personal affiliations. SV@Home requires that all members of the Board of Directors and the Executive Director complete and submit an annual Statement of Disclosure detailing any facts or circumstances that might constitute a conflict of interest. If, during the course of the year, there are material changes of additions to the submitted information, an amended Statement of Disclosure must be submitted. All are encouraged to err on the side of disclosure and to report any set of circumstances that may appear to pose a conflict of interest, even if there is uncertainty as to whether such circumstances should be disclosed. 2. How are Conflicts of Interest Identified? The Governance Committee will review each Statement of Disclosure for any set of facts or circumstances that may reflect an actual, potential, or apparent conflict of interest. The Governance Committee may request the assistance of legal counsel or staff to identify potential conflicts. When evaluating a particular set of facts or circumstances, the Governance Committee shall consider the following non-exhaustive list of factors that may indicate a conflict of interest: Solicitation or acceptance of gifts or other items of value that may create an appearance or expectation of special treatment in SV@Home matters Any incident of abuse or misuse of a leadership position for personal or third-party gain or benefit Situations in which a Director, officer, or key employee may be divided between personal interests or the interests of another organization and the best interests of SV@Home Business, professional, or other activities that would materially and adversely affect SV@Home either directly or indirectly Any arrangement in which a Director, officer, or key employee provides goods or services to SV@Home as a paid vendor The Governance Committee may request additional information from any Director, officer, or key employee at any time; however, no individual whose relationships or activities are under review may participate in deliberations, debate, or any vote of the Governance Committee while such review is pending.
3. How are Conflicts of Interest Resolved? If the Governance Committee identifies an actual, potential, or apparent conflict of interest, it may take one of the following actions to resolve such conflict: Waive the conflict of interest as unlikely to affect the Director s, officer s or key employee s ability to act in the best interests of the organization Determine that the individual Director or officer should be recused from all deliberation and decision-making related to the particular transaction or relationship that gives rise to the conflict of interest. This course of action should apply particularly when the transaction or relationship is one which presents a conflict only with respect to one or two discrete programs or activities Determine that the individual Director or officer must resign from his or her service to SV@Home. This course of action should apply when the conflict of interest is so pervasive that the Director or officer would likely seldom, if ever, be able to act solely in the best interests of the organization. The Board of Directors of SV@Home reserves final authority over the resolution of all conflicts of interest involving a Director or officer. The Board of Directors may overrule any decision of the Governance Committee with regards to any actual, potential, or apparent conflict of interest, and the Governance Committee may refer any such matter to the Board of Directors at any time. 4. May Directors and Officers Do Business With SV@Home? A conflict of interest exists any time a Director, officer, or key employee seeks to enter into a business relationship with SV@Home. Similar conflicts may arise through family members or through organizations in which Directors, officers, or key employees serve in a leadership, employment, or ownership capacity. Such conflicts do not, however, necessarily preclude business relationships with SV@Home. The following procedure is designed to resolve conflicts of interest whenever a Director, officer, key employee, or a related party, seeks to provide goods or services to CRC as a paid vendor, or applies to receive a significant contract: The Director, officer, or key employee must promptly disclose the intent to enter into a business relationship with SV@Home, either to the Governance Committee, the Board of Directors, or both. The Director, officer, or key employee must recuse himself or herself from all deliberation debate, and voting related to the contemplated business relationship. If the value of the transaction exceeds $5,000, SV@Home must solicit proposals or applications from a broad range of other qualified candidates for the agreement, contract, or grant under consideration. The Board of Directors must determine, without the presence or participation of the Director, officer, or key employee under review, that the transaction is fair and in the best interest of SV@Home. If the Board of Directors approves the business relationship under consideration, the Director, officer, or key employee may not participate in any process by which his or her performance as a vendor, grantee, or recipient is evaluated, or in any such evaluation of a related party.
Attachment 7 Notes on 501c3 Process 1. Apply for an Employer Identification Number (EIN) at www.irs.gov 2. Write Articles of Incorporation and Bylaws 3. File with Secretary of State 4. Receive Domestic Nonprofit Corp Statement from Secretary of State; must file within 90 days of filing Articles 5. Fill out and submit IRS 1023 6. After get exempt status from IRS, request state exemption from Franchise Tax Board (submit federal determination letter from IRS and CA form 3500A) 7. Receive notice to register CT-1 with state registry of charitable trusts 8. Ongoing filing: For IRS, due on or before 15 th day of 5 th month after fiscal year end (for HMF, Nov 15): the 990-N e-postcard (gross receipts $50K or less). Our EIN is 27-2542742 http://www.irs.gov/charities/article/0,,id=169250,00.html For CA Franchise Tax Board, due on or before Nov 15: the 199N. Our Entity ID (aka Corporation Number) is: 3310586 http://www.ftb.ca.gov/businesses/bus_structures/filing_requirements_for m_199n.shtml For CA Attorney General, due four months and 15 days after fiscal year end (for HMF, Nov 15): the RRF-1 http://ag.ca.gov/charities/forms/charitable/rrf1_form.pdf http://ag.ca.gov/charities/forms/charitable/rrf1_instructs_05.pdf#xml=http ://search.doj.ca.gov:8004/agsearch/isysquery/5fd79e7c-1232-4b49-ae36-2ec630802d50/1/hilite/ For Secretary of State: SI-100 -- Statement of Domestic Nonprofit Corporation, due biennially within a five month window of when original Articles of Incorporation were endorsed (for HMF, between January 1 and May 15, 2012/2014/2016 etc.) http://www.sos.ca.gov/business/corp/pdf/so/corp_so100.pdf
Where to File Documents can be delivered in person (drop off) to any office location between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday (excluding holidays) or mailed to the Sacramento office. The mailing address and office locations are as follows: Sacramento Office Business Entities Section 1500 11th Street, 3rd Floor Sacramento, CA 95814 (916) 657-5448 Mailing Address Document Filing Support Unit P.O. Box 944260 Sacramento, CA 94244-2600 Los Angeles Regional Office 300 South Spring Street, Room 12513 Los Angeles, CA 90013 (213) 897-3062 San Diego Regional Office 1350 Front Street, Suite 2060 San Diego, CA 92101 (619) 525-4113 To facilitate the processing of documents mailed to our Sacramento office, a self-addressed envelope and a letter referencing the corporate name as well as the sender s name, return address and telephone number should also be submitted. Please refer to our Mail Processing Times webpage at www.sos.ca.gov/business/be/mail-processing-times.htm for current mail processing times. Note: The regional offices are only able to process organizational documents delivered in person (drop off). Please refer to our Regional Offices webpage at www.sos.ca.gov/business/regional.htm for detailed information regarding the submission of documents to the regional offices. Fees The fee for filing Articles of Incorporation for a nonprofit, nonstock corporation is $30.00. A $15.00 special handling fee is applicable for processing documents delivered in person (drop off) to the Sacramento office or to any of the regional offices. The special handling fee is in addition to the filing fee, should be included in a separate check, and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested in the Sacramento office for an additional fee in lieu of the special handling fee. Please refer to the Secretary of State s website at www.sos.ca.gov/business/be/preclearance-expeditedservices.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filings services are not applicable to documents submitted by mail.
Payments for documents submitted: by mail to Sacramento can be made by check or money order. in person (drop off) at the Sacramento office can be made by check, money order, cash, or credit card (Visa or MasterCard). in person (drop off) at a regional office can be made by check, money order, or credit card (Visa or MasterCard). Regional offices are not able to accept cash. Checks or money orders should be made payable to the Secretary of State. Copies The Secretary of State will certify up to two copies of the filed document without charge, provided that the copies are submitted to the Secretary of State with the document to be filed. Any additional copies submitted will be certified with payment of $8.00 per copy. Note: If forming a nonprofit public benefit corporation, one additional copy must be provided for the Secretary of State to forward to the Office of the Attorney General as required by California Corporations Code section 5120(d). Franchise Tax Requirements A nonprofit corporation is a taxable entity and subject each year to an $800 minimum California franchise tax unless the corporation has applied for tax-exempt status and the Franchise Tax Board determines the corporation qualifies for tax-exempt status. Therefore, until such a determination is made, the corporation must file a return and pay the associated tax every year until the corporation is formally dissolved. After filing its Articles of Incorporation with the Secretary of State, the nonprofit corporation may apply for tax-exempt status in California by mailing an Exemption Application (FTB Form 3500), along with an endorsed copy of the Articles of Incorporation and all other required supporting documentation, to the Franchise Tax Board, P.O. Box 942857, Sacramento, California 94257-4041. Form 3500 can be accessed from the Franchise Tax Board s website at www.ftb.ca.gov or can be requested by calling the Franchise Tax Board at (800) 338-0505. For further information regarding franchise tax exemption, refer to the Franchise Tax Board s website or call the Franchise Tax Board at (916) 845-4171. Questions regarding franchise tax requirements must be directed to the Franchise Tax Board.