board service

Bridges to Change Board Manual

Position Summaries

Board of Directors Agreement 

Board Members will; 

• General members are elected to 2 year terms & may serve 3 terms consecutively. 
• Executive positions (President, Treasurer, and Secretary) are elected from general members & serve a 1 year office and can be re-elected for multiple terms. 
• Regularly attend all scheduled meetings & actively participate in decision making 

• Come prepared for meetings 
• Share their knowledge and expertise with the group 
• Participate on a minimum of one committee/project 
• Follow through with agreed upon tasks, and support the work of others 
• Annually approve the BTC Budget and personnel policies. 

• Actively engage in fundraising activities and make a good faith agreement to raise as much money or in-kind donation as possible 
• Contribute a financial donation of personal significance  
• Develop & maintain a close working relationship with Board peers, Executive Director & staff 
• Are willing to respect and resolve differences with compassion and foresight 
• Maintain confidentiality and loyalty to BTC and its operations 

• Represent BTC with professionalism and integrity  
• Utilize assets including relationships/partnerships with peers, friends and family to increase community knowledge and participation for the success of our mission. 
• Actively recruit others to join the Board, Friends of the Board and other supports. 
• Request a leave of absences, reassignment of duties or resign from the board if you find you are unable to fulfill the above expectations. 

Bridges to Change will; 

• Carry liability insurance to protect the Directors and Officers (this does not include conflict of interest, gross negligence or personal wrong doing) 
• Provides account transactions reports to ensure board member are fully informed and able to meet the prudent person section of the law.   
• Executive Director and staff will work together to provide information and support necessary for each board member to carry out their governance, fiscal and legal responsibilities to the organization. 

I agree to fulfill the expectations outlined above and serve as a member of the Bridges to Change Board of Directors. 

Bridges to Change (“BTC”) is deeply committed to ensuring that its mission is carried out with a strong focus on equity and anti-racism. BTC recognizes that community challenges are compounded by systemic and institutional racism, and BTC is dedicated to confronting these injustices head-on. BTC is committed to leading by example, ensuring that its governance, decision-making, and strategic directions actively contribute to dismantling these inequities. BTC pledges to hold itself accountable to the highest standards of equity and to ensure that its work reflects its unwavering commitment to justice and inclusion.

Nondiscrimination Policy:

BTC prohibits discrimination based on race, color, sex, sexual orientation, religion, creed, marital status, national origin, disability, or political belief in all aspects of employment and service provision.

BTC’s Commitment to Anti-Racism:

BTC is unwavering in its determination to apply an anti-racist approach to everything it does. BTC understands that communities of color are disproportionately impacted by the criminal justice system, health disparities, police brutality, chronic lack of resources, and both interpersonal and systemic violence. This reality strengthens BTC’s resolve to actively fight against all forms of racism, discrimination, and injustice.

BTC refuses to stand by as the status quo perpetuates oppression. Instead, BTC is committed to pursuing action against both overt and covert displays of racism, inequitable distribution of resources, and the harmful outcomes that disproportionately affect the most marginalized communities. BTC stands in solidarity with Black, Indigenous, and People of Color (BIPOC) communities, and BTC will not waver in its pursuit of equity and justice.

Board-Specific Actionable Steps:

1. Accountability in Partnerships:
   The BTC board of directors (the “Board” and each member a “Director”) will hold its funders and community partners accountable to equitable practices. The Board will openly address systemic barriers and challenge entities that do not align with our anti-racist and equity values. The Board is prepared to decline funding from those who do not support BTC’s mission and commitment to equity and anti-racism.

2. Internal Commitment to Equity:
   The Board will deepen BTC’s commitment to internal organizational action by seeking mentorship from BTC’s allies and holding its leadership, Directors (defined below), and sta􀆯 accountable to its anti-racist and equity values. The Board will ensure that these values are reflected in all aspects of its governance and oversight.

3. Building and Sustaining Partnerships:
   The Board will create and maintain partnerships with organizations, businesses, and community leaders who can guide BTC in improving its impact and becoming better allies. BTC understands that collaboration is essential to driving systemic change and that a Director’s role is to foster these critical relationships.

4. Investing in Impacted Communities:
   BTC will make ongoing investments in community organizations that support the most impacted by systemic racism and injustice. BTC’s commitment extends beyond words to tangible actions that uplift and empower those who have been historically marginalized.

Equity and Inclusivity:

The Board recognizes and fosters cultural diversity and respect throughout BTC and the communities BTC serves. The Board’s vision is to create an atmosphere of cultural equity where it acknowledges, understands, and embraces cultural differences. The Board strives to ensure that everyone is represented, feels safe, and trusts that BTC is a place with fewer barriers to achieving
success.

The Board navigates this profound work with dignity and respect in all its interactions. The Board believes that improving outcomes for communities of color will unify the community and enable all communities to heal. The Board’s hope is that BTC models these values both inside and outside of the organization, contributing to greater social justice in the community.

BTC will not be silent or complicit in the face of injustice. BTC stands with the most impacted communities and hold itself accountable to its mission, program participants, and the community at large. BTC demands positive change from systems of power and commit to being leaders in the fight for equity and justice.

Racial Equity Policy 

Definitions: The following definitions were developed to provide context and assist in understanding the policy language.  

• Colorblind: A form of racism that seems like a mindset of equality on the surface but actually denies communities of color their own identity and denies the reality of current racism.  
• Communities of Color: All communities/people that are not white.  
• Cultural Bias: The lens we use to respond to others based on our own experiences which can be prejudiced and lead to inequity and racism.  

• Diversity: The state of being different from one another.  
• Engagement: Active participation and influence in the matter at hand.  
• Equity: The principled commitment to recognizing and ensuring the absence of visible and invisible barriers to fairness in representation, access, leadership and decision-making power.  
• Impact: Have a strong effect on someone, something, or a community.  
• Inclusion: Involvement and engagement where the inherent worth and dignity of all people are recognized.  

• Influence: To have an effect on the character, development, or behavior of someone or something.  
• Mitigate: To make less severe.  
• Most-impacted community members: Individuals that identify with a community of color that will be the most affected by a decision.  
• Racism: Cultural prejudice and the power to oppress.  
• Resource Allocation: Assigning and managing assets (money, time and people) in a manner that supports an organization’s strategic goals.  

• Tokenizing: Practice of making only a symbolic effort to be inclusive to most-impacted community members, particularly by including most impacted community members with the sole intent of appearing inclusive rather than actual empowerment.  

Our vision is that Bridges to Change will be sought out as an organization that truly fosters an atmosphere of cultural equity and that we make every effort to acknowledge, understand and embrace cultural differences. We strive for everyone to be represented, feel safe and trust that this would be a place with less barriers to achieving success. As we humbly navigate this profound work, we are committed to having dignity and respect in all of our interactions. We believe that improving outcomes for communities of color will unify us and allow all communities to heal. Our hope is that we role model these values inside and outside of our organization and that our work will improve outcomes and bridge the gap toward greater social justice in the community.  

Bridges to Change acknowledges and affirms that there continues to be systemic and institutional barriers to racial equity. There is striking evidence of this throughout our community. For example, for every 1000 black community members in Multnomah County, 9.2 are in jail in comparison to only 1.5 whites per 1000 white community members.1 Additionally, communities of color in Multnomah County are over-represented in the homeless population by 11 percentage points compared with their percentage in the overall population.2 According to Bridges to Change 2017 demographic data, our clients of color are under-represented by 14%. Our data shows that while 31% of our clients are of color, only 17% of our board and staff represent communities of color.3  

The overrepresentation of communities of color in the justice system and homeless population, in addition to an under-representation of those accessing services in our organization, is concerning. We embrace the change! It is no longer acceptable for Bridges to Change staff and clients to be improperly represented. We must move away from doing things “the way they’ve always been done” and move towards culturally responsive best practices. This includes transitioning out of the “colorblind” mindset and realizing that there are institutional and cultural bias that marginalize communities of color. At Bridges to Change, we acknowledge that with diversity comes knowledge and strength.  

We understand there are disparities among many communities, however Bridges to Change is devoted to racial equity as a cornerstone of our organization, knowing that maintaining an explicit focus on race is essential to advancing equity across our community. We realize; improving outcomes for people of color will improve outcomes for everyone in our community.  

Communities of color will receive preferential allocation of resources in order to achieve equity. Resources will be allocated in a manner that serves our mission and our stated goals. At the very least, we will prioritize the following resources:  

• A dedicated Equity and Inclusion administrative position will be funded within 3 years.  
• Adequately funding our Equity and Inclusion programs, committees, and organization wide trainings.  
• Provide specific resources to assist with recruiting diverse staff and removing barriers to employment.  
• Create and implement a pay differential system for cultural knowledge, skills, and abilities.  

• Prioritize donation and funding opportunities to support our Racial Equity efforts.  
• Reassess for effectiveness, our resource allocation on an annual basis.  

By allocating resources to our Equity and Inclusion initiatives, our good intentions will yield tangible results that reflect our commitment toward change. Through this process our hope is that we become a presence with a purpose of service that is hardwired to be responsive to the interests of communities of color.  

Bridges to Change will welcome and engage most-impacted community members as the most valuable partner in advancing equity. We will engage with respect, authentically listen and have the courage to share decision-making, control and resources. Additionally, Bridges to Change will partner with organizations that have demonstrated culturally specific expertise, commitment to human rights and willingness to challenge institutional racism. To further strengthen these partnerships, we will give back by providing technical assistance, sharing knowledge and providing resources. Our work will only be successful if we are able to authentically engage with our partners in a way that fosters trust and collaboration with the common goal of advancing equity and inclusion throughout our community. It’s not enough just to advance and educate, we have to be working on ending racism.  

Equity Lens:  

REPRESENTATION:  

• Will this help or hinder adequate representation of most-impacted community members? Why or why not? How do I know? Who is represented?  
• Who will be at the table to talk about, advise and contribute to this effort? Why or why not?  
• What can be done to ensure the most-impacted community members will be adequately represented at the table? What am I going to do to ensure adequate representation?  
• How can I avoid tokenization? Who can help me?  

• What resources are available to me to ensure adequate representation?  
• Who do I know from most-impacted communities that can represent? Who do I know that knows someone? When will I contact them and how?  
• If adequate representation is not feasible, am I willing to accept that? Who will I inform? What can be alternatively done and/or changed to ensure adequate representation?  
• What is the desired outcome that will result from asking these questions?  

ENGAGEMENT:  

• What about this effort may be asking too much? What about it may be asking too little? How do I know?  
• Who is engaged?  
• Is this effort a fair and/or reasonable ask of most-impacted community members? Why or why not? What can I do to support them if it is too much?  
• Am I cognizant of the things a most-impacted community member will have to do to ensure meaningful engagement? How do I avoid tokenizing them?  
• Who can be most meaningful to most-impacted community members? If I do not know, who can give me advice on what that is? When will I contact them? Am I willing to step back if my idea turns out to not be meaningful? What do I need to do to let go if it is determined that I need to do so?  

• What is the desired outcome that will result from asking these questions?  

LEADERSHIP:  

• What do I need to do to make this effort attractive for leadership decisions? How do I know? How can I ensure these things?  
• Who is taking leadership?  
• What do I need to offer to engage most-impacted community members on a leadership level? How, and when, can I get that from my hands to their hands?  

• How can I ensure that I step back and let them lead? What can I do to support them stepping up without positioning myself in authority?  
• If most-impacted community members will not lead this portion, am I prepared to revamp or change it to ensure they can lead? Why or why not? How will I sit with that knowledge? How can I correct course if it is determined that it would be most helpful to correct course?  
• How can I ensure that most-impacted community members are having the “final say” for or about these decisions? Am I prepared to adjust as they ask or make determinations that are different from my ideas?  
• What is the desired outcome that will result from asking these questions?  

IMPACT:  

• What potential impact will this effort have on most-impacted community members? If I don’t know how can I get that information? Whom can I talk to? What can I do to further understand potential impact?  
• Who is impacted?  
• What am I prepared to do to mitigate or avoid the impact, or if the impact is positive, what can I do to elevate and emphasize this positive effect?  
• Am I prepared to adjust in order to avoid negative impact? What can I do to make myself prepared?  
• How can I ensure this effort will have a positive impact on most-impacted community members? Am I willing to change my idea to ensure positive impact? What does it look like to let go if it is determined that what I want to do will not have a positive impact?  

• What is the desired outcome that will result from asking these questions?  

Purpose
Directors, officers, and employees have a duty to act in the best interest of Bridges to Change (the “Organization”) and may not use their positions for their own financial or personal benefit. This Conflict of Interest Policy (the “Policy”) applies to all of the Organization’s directors, officers, and employees, and protects the Organization’s interests when it considers whether to take an action or enter into a transaction that may have the appearance of benefitting the private interests of one of its directors, officers or employees.

The Organization takes conflicts of interest seriously because they can damage the Organization’s reputation in the community and expose both the Organization and affiliated individuals to legal liability if the conflict of interest is not handled appropriately. Even if a conflict of interest is not present, the appearance of one should be avoided, as it could undermine the Organization’s public support.

Identifying a Potential Conflict of Interest

A potential conflict of interest arises when a director, officer or employee of the Organization, or such individual’s relative, business, or business associates: (i) stands to gain a financial benefit from an action the Organization takes or a transaction into which the Organization enters; or (ii) has another interest that impairs, or could be seen to impair, the independence or objectivity of the director, officer or employee in discharging their duties to the Organization.

For purposes of this Policy, an individual’s “relative” means their spouse or domestic partner, ancestors, brothers and sisters (including half siblings), children (including adopted children), grandchildren, great-grandchildren, and spouses or domestic partners of brothers, sisters, children, grandchildren, and great-grandchildren.

Conflict of Interest Examples

If there is question about whether a potential conflict of interest exists, the Organization should err on the side of caution or consult with legal counsel before acting or entering a transaction. Some common examples of a potential conflict of interest include, but are not limited to, situations in which a director, officer or employee, or their relative, business, or business associate:

• has an ownership or investment interest in any third party that the Organization deals with or is considering dealing with;
• serves on the board of, participates in the management of, or is otherwise employed by or
• volunteers with any third party that the Organization deals with or is considering dealing with;
• receives or may receive compensation or other benefits in connection with a transaction into which the Organization enters;
• receives or may receive personal favors, gifts, or loans from third parties dealing with the Organization;
• serves on the board of directors of another for-profit or nonprofit organization that is competing with the Organization;
• has a close personal or business relationship with a participant in a transaction being considered by the Organization;
• would like to pursue a transaction being considered by the Organization for their personal benefit.

Disclosing Potential Conflicts of Interest

Upon Discovery
The Organization’s directors, officers, and employees are required to disclose, to the best of their knowledge, all potential conflicts of interest as soon as they become aware of them and always before any actions involving a potential conflict of interest are taken.

Annual Policy Distribution and Acknowledgment
Each director, officer, and employee shall receive on an annual basis a copy of this Policy as it may be amended from time to time. Each director, officer, and employee shall sign and return to the Secretary of the Organization an acknowledgment that accompanies the distributed Policy confirming that they have read and are familiar with the terms of the Policy. Each officer and employee is required to submit a signed acknowledgment upon their initial hire and directors must also sign an acknowledgment prior to their initial election.

Determining Whether a Conflict of Interest Exists
Upon the discovery of a potential conflict of interest, relevant information regarding the concerned individual and the potential conflict shall be gathered. The Organization’s board of directors (“Board”) will then review the information to determine whether there is a conflict of interest. The disinterested members of the Board shall determine, to the extent permitted under Section 65.361 of the Oregon Nonprofit Corporation Act or any successor or related statute, whether to allow the affected individual to be present at a Board meeting held, at least in part, to determine whether to approve the transaction involving the conflict of interest and whether such affected person may vote on the matter if he or she is normally entitled to vote on similar matters. However, the affected individual may not be present at such Board meeting nor may they vote on such matter if normally entitled to vote if he or she refuses to discuss the nature of the conflict of interest and or the relevant surrounding facts.

In determining whether a conflict of interest exists, the Board shall consider whether the potential conflict of interest would cause a transaction entered into by the Organization to raise questions of bias, inappropriate use of the Organization’s assets, or any other impropriety.

A conflict of interest always exists in a related party transaction, which is a transaction, agreement or arrangement in which a related party has a financial interest and in which the Organization or any affiliate of the Organization is a participant.

A transaction is not to be considered a related party transaction if: (i) the transaction, or the related party’s financial interest in the transaction is de minimis; (ii) the transaction would not ordinarily be reviewed by the Board in the ordinary course of business and is available to others on the same or similar terms; (iii) the transaction constitutes a benefit to a party solely because the related party is a beneficiary intended as part of the Organization’s mission, and such benefit is available to similarly situated individuals on the same terms.

For purposes of this Policy, a related party is: (i) a director, officer, or employee of the Organization; (ii) a relative (as defined above in Identifying a Potential Conflict of Interest) of a director, officer, or employee of the Organization; (iii) an entity in which an individual described in (i) or (ii) has an ownership interest.

Procedures for Addressing a Conflict of Interest

Generally
When a matter involving a potential conflict of interest comes before the Board, the Board may seek information from the director, officer, or employee with the potential conflict of interest prior to beginning its review and making its decision on the matter. But, as provided above in Determining Whether a Conflict of Interest Exists, a conflicted individual who is a member of the Board may, if permitted by the Board, be present during the Board’s review and may vote on the matter so long as they disclose to the Board the conflict of interest and any relevant information regarding the conflict of interest. A transaction with a conflict of interest present shall only be authorized if approved by a majority of the disinterested members of the Board.

Related Party Transactions
The Organization may not enter into a related party transaction unless, after good faith disclosure of the material facts by the relevant director, officer or employee, the Board determines that the transaction is fair, reasonable and in the Organization’s best interest at the time of such determination.

If the related party has a substantial financial interest, the Board shall: (i) prior to entering into the transaction, consider alternative transactions to the extent available; (ii) approve the transaction by a vote of not less than a majority of the disinterested directors present at the meeting; and (iii) contemporaneously document in writing the basis for its approval, including its consideration of any alternative transactions.

Compensation Transactions
Prior to entering into an agreement outside of the Organization’s ordinary course of business for the compensation of any director, officer, or employee, the Organization will review the compensation transaction in accordance with the principles of this Policy, applicable law, Internal Revenue Service guidance, and any compensation policy adopted by the Organization.

Minutes and Documentation

The minutes of any Board meeting at which a matter involving a conflict of interest or potential conflict of interest was discussed or voted upon shall include: (i) the name of the interested party and the nature of the conflict of interest; (ii) the decision as to whether the interest presented a conflict of interest; (iii) any alternatives to a proposed contract or transaction considered by the Board; (iv) if the transaction was approved, the basis for the approval; and (v) the votes of the Board, including the names of any directors who did not vote on the matter.

Legal Responsibilities of the Board of Directors 

Many states have laws governing the responsibilities of the board of directors. They often use the following principles of nonprofit corporation law. 

Duty of Care: A board member has the duty to exercise reasonable care when he or she makes a decision for the organization. Reasonable care is what an “ordinarily prudent” person in a similar situation would do. 

Duty of Loyalty: A board member must never use information gained through his/her position for personal gain and must always act in the best interests of the organization. 

Duty of Obedience: A board member must be faithful to the organization’s mission. He or she cannot act in a way that is inconsistent with the organization’s goals. The board member is trusted by the public to manage donated funds to fulfill the organization’s mission. 

Additional Duties of a Board may include: 

• Make sure that the organization follows the law. 
• Approve all major contracts. 
• Attend the majority board meetings, thus indicating dedication to the organization. 
• Hire and supervise the executive director of the organization. 

• Matching the Board to Your Organization’s Needs: Your board should have skills in those areas of organizational management that you will need such as finance, public relations, legal, and human resources; and in programmatic areas as well such as social services, education, religion, etc. 
• Consider the fundraising potential of a board member. They are expected to set an example by donating to the organization themselves and to open the doors to other contributions. Board members should be comfortable with fundraising. 

The legal responsibilities of your nonprofit board of directors.  

• Ensures that your organization is fulfilling its mission. 
• Guarantees that your organization complies with its bylaws and other rules. 

• Reviews your financial performance. 
• Hires and evaluates the CEO. 
• But, beyond those basics, a smoothly functioning board with a broad array of skills can be a godsend; while a quarrelsome, nit-picking board with thin experience can distract you at best, and bring down your organization at worst. 

Use this list of optimum behaviors to see where your Board stands. 

An effective board looks at the big picture. It is alert to signs of trouble before a crisis erupts and is always asking questions such as: “How are we doing in meeting our mission?” “Are we working the hardest on the most important tasks?” “Could we do things better and more efficiently?” “Where are we in meeting our long-range goals?” 

A good board has a keen sense of priorities. It works from an agenda so that it does not waste time on frivolous issues. It encourages planning and the use of planning tools, freely endorsing time and money spent on anticipating future problems and preparing for them. 

The caring board provides growth opportunities for the staff. Staff stability is crucial and the best way to achieve that is by providing employees with the means to develop professionally and personally. Staff retreats are encouraged and good personnel policies are constantly evolving. 

A judicious board thinks before it acts. When staff and board members disagree, every effort is made to understand the opposing side’s position in order to come to a fair resolution. The board makes sure that the staff operates in a fear-free environment and feels confident that if they express their opinions, they will not be punished. 

An efficient board values teamwork. The board elects members that have skills in legal matters, accounting principles, and programmatic areas, and then fosters teamwork among them. The goal is to achieve the organization’s objectives by utilizing board intelligence through teamwork. Staff should not have to act as referees among directors. 

The outstanding board constantly evaluates itself and keeps improving. It reviews the organization’s mission annually and re-energizes itself through retreats and other activities. It invites outside expertise and educates itself in best practices. 

If your board exhibits these signs of health, you will be able to attend to your service mission fully confident that your board will back you up. 

Statement of Diversity  

BTC’s mission aims to help support the basic needs of high risk populations including housing, jobs, education, recovery and acculturation to living in a healthy, stable community. We do this by providing housing, treatment and mentoring to our vulnerable citizens. The actions, values and beliefs of the BTC Board and staff support this mission. Our respect of all forms of diversity is founded on honoring differences of race, gender, age, ethnicity, sexual orientation, religion, socio-economic status, disability and a myriad of life experiences that each person brings to BTC.   

This is a statement of Bridges to Change’s continued dedication to a culturally competent and informed set of values and practices that increase the health and positive impact of our community and the individuals we serve.  

BTC strives to create an agency environment in which the unique life experiences and heritage and of each staff member, board member, volunteer and client is honored and in which diversity is accepted without judgment.  

We believe cultural competence is a state of mind we must work at every day.  It is a process which changes with the needs of our community. This process is ongoing, continuous and includes the following: 

• We provide training on diversity and openness to support our staff’s work with the individuals we serve.  
• We provide specific training and opportunities for staff, board and volunteers to engage in a meaningful dialog about their own differences and to create an empowering, healthy culture. 
• We actively recruit diverse staff, volunteers and board members from communities of color and from a variety of professional, cultural, philosophical/spiritual backgrounds. 
• We advocate for the inclusion of cultural considerations by other supporting services and system partners that address the needs of the individuals we serve.            

 

For New and Active Board Members

Board Member Agreements

Annual Conflict of Interest Form

Annual Board Commitments

All new board members are required to complete the following trainings.

The Keys to Board Service Success