Rule 26: BOARD MEMBER COMMITMENT
Serving as a board member of Presque Isle Harbor Association involves a very special commitment. To meet that commitment, board members are expected to:
- ensure adherence to Presque Isle Harbor Association’s mission statement.
- attend and actively participate in all of the board’s meetings, and notify the executive or board chairperson of anticipated absence.
- when absent from a meeting, review minutes and results of the missed meeting.
- do their homework to be prepared to participate fully in board and committee meetings.
- serve actively on at least one committee.
- act only with the full board, not individually unless authorized to do so by the full board.
- speak for the full board only when the full board sanctions their doing so.
Rule 27: ETHICS
- A member of the Presque Isle Harbor Association Board shall:
- listen carefully to other Board members, and those served by the Association.
- respect the opinion of other board members.
- respect and support the majority decisions of the board.
- recognize that all authority is vested in the board when it meets in legal session and not with individual board members.
- keep well-informed of developments that are relevant to issues that may come before the board.
- participate actively in board meetings and actions.
- call to the attention of the board any issues that he/she believes will have an adverse effect on the Association or those we serve.
- attempt to interpret the needs of owners and interpret the action of the Association to its owners.
- refer constituent or staff complaints to the proper level on the chain of command.
- recognize that the board member’s job is to ensure that the Association is well managed, not to manage the Association.
- represent all owners of the Association and not a particular geographic area or special interest groups.
- consider themself a “trustee” of the Association and do their best to ensure that the Association is well maintained, financially secure, growing and always operating in the best interests of owners.
- always work to learn more about the board member’s job and how to do it better.
- declare any conflict of interests between their personal life and their position on the Association board, and avoid voting on issues that appear to be a conflict of interests.
- A member of the Presque Isle Harbor Association Board shall not:
- engage in personal attacks against another Board member, or hold him/her up to ridicule.
- use the Association for his personal advantage or the personal advantage of their friends or relatives.
- discuss the confidential proceedings of the board outside the board meeting.
- promise prior to a meeting how his/her will vote on any issue in the meeting.
- interfere with duties of the executive director or undermine the executive directors authority.
Rule 28: BOARD MEETINGS
- QUORUM. A majority of all currently elected members of the Presque Isle Harbor Association board will constitute a quorum for the purpose of conducting official board business.
- VOTING. All members of the Presque Isle Harbor Association board who are present when a question is put will vote upon the question unless excused by the other members present or unless disqualified by conflict of interests. Results of the vote will be recorded. Voting on all motions will be by voice unless requested otherwise by a member of the board, at the direction of the president, or required by these policies. All voting by which Presque Isle Harbor Association funds are appropriated for capital projects, must be by roll call vote. Voting to elect officers of the board may be by secret ballot.
- DISQUALIFICATION FOR VOTING. No member of the Presque Isle Harbor Association board may vote on any matter in which the board member has a direct or indirect financial interest . No member of the board of Presque Isle Harbor Association will have proprietary business dealings with Presque Isle Harbor Association which directly or indirectly results in gain or profit to such board member unless he/she first files a sworn statement with the president of the board of the intent to have such business dealings, and states therein the nature, type, and extent of the transaction and interest of the board member. Remaining board members must, by majority vote, give approval.
- MINUTES OF THE BOARD MEETING. Records of all actions of the board will be set forth in the minutes of the meeting. Minutes will be kept on file as the official record of the Presque Isle Harbor Association board. The office of Secretary of the Board will be custodian of the minutes. However, it is vital that all members of the board and the executive be able to fully participate in the discussions and deliberations, so minutes will be recorded in writing during each meeting by an appointee of the Board.
Minutes of the meeting are a record of the actions of the board, not a record of discussion. Minutes of Presque Isle Harbor Association board meetings will include:
- The date, time and place the meeting was called to order.
- The type of meeting–regular, special or continued.
- The name of the presiding officer.
- A statement that a quorum was or was not present.
- The names of those board members present and the names of those board members absent from the meeting.
- The exact wording of all motions, whether passed or failed.
- Disposition of each motion made—passed or failed. (If the vote is by roll call, each board member’s vote will be recorded by name. When a ballot vote is taken, the number voting for and the number voting against will be recorded. No views, protests or explanations from board members about the vote will be recorded in the minutes unless the full board votes to allow such entries.)
- Notation of each committee report.
- Notation that financial reports were examined by the board.
- Notation of time of adjournment of the meeting.
- Signature of the Board Secretary and Recorder if the Board Secretary did not record the meeting.
Committee reports or resolutions may be attached to the minutes if these items are important clarification for the minutes of the meeting.
- ELECTRONIC RECORDING OF MEETINGS. To ensure free discussion and debate at meetings of the board, no electronic recording devices may be used by individual board members, executive director or anyone else attending the meetings. Only the recorder may use such a device to aid in the preparation of the written minutes.
- PARLIAMENTARY AUTHORITY. Meetings of the Presque Isle Harbor Association Board will be governed by the parliamentary rules as outlined in Robert’s Rules of Order Newly Revised in all cases where current bylaws and current board policies do not apply.
Rule 29: CONDUCT OF MEETINGS
- AUDIENCE PARTICIPATION. So that meetings may be conducted in the most orderly manner, discussion of agenda items will be limited to communications among board members, between the board and the executive, and among the board, executive and those the board and executive request to make presentations.
- REGULAR MEETINGS. Regular meetings of the board will be held monthly. So that board members can schedule for the meetings well in advance, the specific dates will be established for the full year at the board’s organizational meeting each year. The board will make every effort to maintain those dates as board meeting dates.
- SPECIAL MEETINGS. Special meetings of the board should be called only rarely when the business to be addressed cannot wait until the next regularly scheduled meeting. A special meeting of the board may be called by the president of the board or by any two board members. A call for a special meeting will state the business to be addressed by the board at the special meeting. Every member of the board must be notified of the special meeting at least five days prior to the established meeting time.
- EMERGENCY MEETINGS. When circumstances warrant, the Board may meet without advance notice when an emergency exists. An emergency meeting of the board may be called by the president of the board or by any two board members. A call for an emergency meeting will state the business to be addressed by the board at the emergency meeting. Every effort will be made to give as much notice as practically possible.
- OPEN BOARD MEETINGS. It is the policy of the Presque Isle Harbor Association Board to hold open board meetings using the following guidelines:
- Agendas will be provided to guests at the beginning of the meeting.
- Guests may comment to the board only at the designated “Open Forum” section on the agenda or when the board requests public comment.
- When dealing with confidential matters the board may elect to go into closed session.
- CLOSED MEETINGS. All regular meetings of the board will be open to members, except as specified below. The board will close its meetings only when:
- discussion by the board could harm the reputation and character of any person.
- information discussed by the board could have an adverse legal impact on the organization’s legal position if the information were public knowledge.
- information discussed by the board could have an adverse financial impact on the organization if the information were public knowledge.
To close a meeting, a motion must be made and approved by a majority of the board stating the specific reasons for closing the meeting. Business conducted in the closed session must pertain directly to the stated purpose for closing the meeting.
- MEETING AGENDA PACKET. Matters to be considered by the board at the meeting will be included on the agenda and in the board packets delivered to board members as reasonably possible prior to the meeting. The board may vote to waive this policy.
Rule 30 COMPENSATION.
Board members will serve without compensation. Only out of pocket expenses will be reimbursed and only for Board authorized expenses. Board members will not be compensated to attend meetings at Presque Isle Harbor Association.
Rule 31: FINANCIAL MANAGEMENT
- GENERAL. Financial resources of Presque Isle Harbor Association are the responsibility of the board of directors.
The board shall:
- Have a clear plan for acquisition of financial resources to pay for the programs and services provided by Presque Isle Harbor Association.
- Provide guidelines for management and allocation of financial resources which will produce optimum benefit for those we serve.
- Monitor and evaluate the financial plans and guidelines of Presque Isle Harbor Association to ensure its financial integrity.
- BUDGETING. An annual operating budget will be prepared by the executive director and Treasurer; presented to the board for approval at least 60 days prior to the beginning of the next fiscal year. The budget will reflect the cost of carrying out the programs and services of the Presque Isle Harbor Association for the next fiscal year. This budget will also reflect the anticipated revenues of Presque Isle Harbor Association. The budget will be viewed by the board as their financial plan and approval of the budget by the board will be authority for the executive director to manage Presque Isle Harbor Association’s finances according to the plan without seeking further approval of the board. However, the executive will keep the board well informed of the ongoing status of the financial plan, and will not make expenditures outside of the budget plan without seeking board approval to amend the budget. Amendments to the budget will be presented to the board for approval for any of the following reasons:
- Management or the Board proposes a major expenditure that was not included in the approved budget.
- Significant unanticipated revenues are received or cost overruns occur.
- WORKING CAPITAL RESERVES. A working capital reserve sufficient to keep Presque Isle Harbor Association operating for at least a 60-day period should be the goal to be maintained at all times.
- ACCOUNTING. The accounting system used by Presque Isle Harbor Association will utilize generally accepted accounting practices that are required and/or recommended by regulatory agencies and the Presque Isle Harbor Association auditor. The accounting practices and procedures used by Presque Isle Harbor Association will allow for adequate management of Presque Isle Harbor Association’s revenues and expenses, and will provide adequate systems of monitoring by the board of directors as well as outside auditors.
- FINANCIAL REPORTS AND AUDITS. Reports reflecting the financial condition of Presque Isle Harbor Association will be presented to the board monthly. These financial reports will include:
- At least quarterly status of expenditures on major capital projects.
- Monthly statement of cash flow.
- Monthly revenue and expense statement for the month and year-to-date with comparison to the budget.
- The executive will report, at least quarterly, any significant findings to the board. Gross violations or breach of trust will be reported to the board immediately upon discovery.
An annual audit of Presque Isle Harbor Association’s finances will be conducted by an independent auditor appointed by the board. The board will approve an accounting firm to do the audit.
- SIGNING CHECKS. Authorized signatories for all general fund accounts must include two of the following: the president of the board, the treasurer of the board, other board members designated as signatories by the board, or the executive director.
It is the responsibility of the executive director to ensure that signatures can be gained from appropriate signatories so that payment can be made on the obligations of Presque Isle Harbor Association. It is also the responsibility of the executive director to ensure that adequate controls and safeguards have been established to ensure disbursement of funds only for proper purposes.
It is the responsibility of all check signers to ensure that there is adequate documentation, consistent with good internal controls, for valid payment of checks they sign.
- INVESTMENT PRACTICES. Funds not required for current operations will be invested in obligations issued by the United States of America or insured by an agency of the United States of America. Investments may be made at the discretion of the Treasurer or Executive Director and implemented by the Executive Director.
- EXECUTIVE LIMITATION. The Treasurer and the Executive Director may not risk financial losses to Presque Isle Harbor Association beyond those that may occur in the normal course of business. The executive director will:
- Purchase such insurance against casualty and liability losses as directed by the Board.
- Ensure that all personnel with access to significant amounts of Presque Isle Harbor Association money are appropriately bonded.
- Ensure that facilities and equipment are properly maintained.
- Limit exposure of Presque Isle Harbor Association, the board or staff to claims of liability.
- Disburse funds only under controls sufficient to meet the board-appointed auditor’s standards.
- Invest operating capital only as described in Rule 31g above.
- Ensure off-site backup of all computer and other financial records necessary for uninterrupted operation of Presque Isle Harbor Association.
- SPENDING AUTHORIZATIONS. The executive director may make expenditures consistent with the board-approved budget without further board approval. However, expenditures that are not within the board approved budget must be formally approved by the board of directors. A list of anticipated major capital expenditures should be included with the annual budget that is submitted to the board for approval. Unbudgeted emergency repairs to the physical plant or equipment that must be completed immediately, and cannot be practically submitted to the board for approval, may be authorized by the executive director. The board of directors will be informed of the expenditures as soon as possible.
- BAD DEBTS OWED TO PRESQUE ISLE HARBOR ASSOCIATION. The executive director may authorize the debt to be written off if he/she believes the debt is uncollectible or in error. Delinquent accounts may be assigned for collection to either legal counsel or a collection agency, or taken to small claims court as the executive director deems appropriate. Collection efforts will continue even after write off until actually collected or the attorney, collection agency or small claims court deems further efforts will be futile or not cost effective.
- BORROWING. The Association may borrow money only from, and mortgage common properties only with, a regulated, publicly held and traded financial institution. The members’ rights and easements in the common properties shall be subordinate only to such a mortgage and only such indebtedness shall be an obligation of the Association.
Rule 32: ESTABLISHING POSITIONS
All positions at Presque Isle Harbor Association shall be established by the Board of Directors of Presque Isle Harbor Association. There shall be a position of Executive Director and the Executive Director shall hire personnel to fill positions within the salary schedule established by the Board of Directors.
Rule 33: EFFECTIVE DATE, AMMENDMENT AND REPEAL
These rules shall become effective July 12, 2018. These rules may be amended or repealed by the Board of Directors.