Board of Directors Member

Communities Organizing for Haitian Engagement and Development (COFHED)

About COFHED and its board

Communities Organizing for Haitian Engagement and Development (COFHED) is a Minnesota nonprofit and 501(c)(3) that supports the people of Haiti as they work to reduce poverty and improve their social, economic and environmental conditions. COFHED is the U.S. partner of Fondation COFHED Haiti (FCH), which leads the work on the ground under its own Board of Directors and Executive Director. COFHED's Board of Directors is a volunteer board of 3 to 13 members. It sets direction, safeguards COFHED's finances and legal standing, and raises the resources that make FCH's work possible. As a Haitian-led community development organization, COFHED is grounded in servant leadership: board members lead by listening, putting the priorities of Haitian communities first, and serving with humility, care and accountability.

The following describes what we ask of every board member, the three officer roles, and our committees. Every new member joins as a Director. Officers are elected from among sitting Directors.

What we ask of every board member

Commitment

• Term: Three years, ending June 30. Members may be re-elected for up to three consecutive terms (nine years).
• Meetings: The board meets quarterly by video call. One of these is the Annual Meeting each fall, held by late October, where officers are elected. More than two unexcused absences in a year ends board service.
• Time: About 10 hours per month, including quarterly board meetings, committee work, fundraising and events. Officers may spend more.
• Committee service: Serve on at least one committee.
• Giving and fundraising: Make a personal gift each year at a level meaningful to you, and help raise funds. Every board member is a friendraiser and fundraiser for COFHED.
• Governance: Act in line with COFHED's Bylaws and legal obligations, and take part in strategic planning and oversight.

Board of Directors: Position Descriptions

Qualities we look for

• Commitment to COFHED's vision, mission and values, and a servant leadership approach that puts community priorities ahead of personal agendas
• Respect for diversity and the ability to work well across cultures
• Strong people skills and a team-player approach
• Willingness to help solve problems as they arise
• Flexibility and patience when facing uncertainty
• Ability to help grow COFHED and the people who make it work
• Understanding of localization and community-led development, and a belief that the people closest to the work should lead it

Board Director

Directors are the voting members of the board who, together, are responsible for COFHED's direction, finances and integrity. Each Director has one vote.

Responsibilities

• Prepare for and attend board meetings, and vote on matters before the board
• Serve on one or more committees, or take on tasks the board assigns
• Take an active role in fundraising, oversight and strategic planning
• Support the plans the board approves, and give and raise funds to carry them out
• Uphold COFHED's Bylaws, legal requirements and ethical standards
• Represent COFHED well in your own networks

A Director who cannot meet these responsibilities in a timely way may be asked to step down from the board.

Officer roles

• The board elects its officers from among sitting Directors at the Annual Meeting, held within 120 days after the fiscal year ends on June 30. Each officer serves a one-year term. By board practice, an officer serves no more than three consecutive terms in the same role. Officers keep all the responsibilities of a Director, plus those below. The officers also serve together on the Management Committee.

Board Chair

The Chair is the board's volunteer leader. The Chair leads the board's work, partners with COFHED's Executive Director, and keeps the board focused on supporting FCH.

Leading the board

• Convene and preside at board meetings, and set each agenda with the Executive Director
• Run productive, inclusive meetings where every voice is heard
• Serve as the main contact for board members on board matters
• Work with the board to set annual goals and make sure they are met
• Work with Directors to appoint committee chairs, and make sure every Director is engaged in committee work COFHED Board of Directors: Position Descriptions, page 2 of 5
• Serve as an ex officio member of all committees

Governance and oversight

• Keep the board's work aligned with COFHED's mission, strategic plan, Bylaws and legal requirements
• Lead orientation of new members, and involve the full board in recruitment and succession planning
• Guide an annual board self-assessment, including how well the board supports FCH and oversees contributions to it
• Act as an authorized signer for COFHED on financial and legal documents
• Model ethical conduct and transparency

Partnership and fundraising

• Build a strong working partnership with the Executive Director of COFHED and FCH
• Lead the board's fundraising in support of FCH's priorities, as set by the FCH Board and Executive Director, and set an example through personal giving
• Represent COFHED as a spokesperson and engage stakeholders openly

When the Chair is absent, the Executive Director presides, followed by the Secretary, then the Treasurer.

Qualifications: experience leading groups and facilitating meetings, the ability to build consensus and teamwork, clear communication one-on-one and with groups, and a positive, energetic approach.

Treasurer

The Treasurer is COFHED's chief financial officer and makes sure the board always has an accurate picture of COFHED's finances.

• Keep accurate financial records, with the help of a bookkeeper the Treasurer may nominate for board approval
• Oversee the deposit of all funds in the banks the board designates, and distribute funds as the board approves
• Report on COFHED's transactions and financial condition at each board meeting, and whenever the Executive Director or board requests
• Chair the Finance Committee
• Prepare the annual budget with the Finance Committee and Executive Director, and present it for board approval
• Help develop fundraising plans
• Make financial information available to the board and the public
• Ensure the IRS Form 990 is filed on time
• Make sure insurance policies and memberships stay current and paid on time
• Act as an authorized signer for COFHED

Qualifications: a degree in accounting or financial management, or equivalent professional experience; at least three years in a financial management or accounting role, with nonprofit experience preferred; and familiarity with the financial and Form 990 requirements of a 501(c)(3).

Secretary

The Secretary keeps COFHED's official record and makes sure the board's processes run on time and by the Bylaws.

Meetings and minutes

• Send meeting announcements, agendas and proper notice of board meetings, working with the Chair
• Record the minutes of every board meeting, or arrange in advance for an Acting Secretary to do so
• Distribute minutes within five days of each meeting, and make any corrections the board approves

Board records and membership

• Receive board applications and share them with all Directors before the next meeting
• Receive nominations to fill board vacancies at least three weeks before a meeting, and circulate them with the meeting announcement
• Receive resignations, reinstatement requests and written objections to actions taken at special meetings
• Maintain COFHED's corporate records

Qualifications: excellent written and verbal communication, strong organization and attention to detail, and a commitment to meeting COFHED's legal requirements.

Committees

Much of the board's work happens in committees. The Chair works with Directors to appoint each committee chair, and committees report to the full board. The board may also form other standing or ad hoc committees in addition to those outlined below as needs arise, such as nominating or public relations.

Finance and Audit

• Chair: Treasurer
• What it does: Develops and reviews fiscal procedures, the annual budget and fundraising plans with staff and the board. Makes sure spending stays within the approved budget and that annual reports show income, expenses and pending income. May include two or three board members or key volunteers.

Fundraising and Special Events

• Chair: Appointed by the board
• What it does: Reviews current and past fundraising, works with the officers and Executive Director to set annual fundraising goals, builds networking and advocacy opportunities, keeps fundraising ethical and cost-effective, and helps plan the annual gala. Meets once or twice a month and reports progress at each board meeting.

Management

• Chair: Officers
• What it does: Helps oversee COFHED's U.S. staff, volunteers, contractors and consultants, under the direction of the full board.

How to join the board

1. Apply through MCN job posting with resume and a short bio.
2. COFHED will provide the COFHED Board of Directors application to sign & send back.
3. The Secretary shares your application with all Directors ahead of the next board meeting.
4. The board considers your application at that meeting, and elects new Directors by majority vote.
5. If elected, you and the board agree on a start date. Your first term runs three years, ending June 30.

Questions? Email admin@cofhed.org or visit www.cofhed.org.

Thank you for your interest in serving COFHED and the communities FCH works alongside in Haiti.