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. 

Anti-Racist Statement 

As an organization, we recognize that our mission is to strengthen individuals and families affected by addictions, mental health, poverty, and homelessness is driven and compounded by systemic and institutional racism. We also recognize that, as an organization with the majority of employees and board members not representing communities of color, that we are part of the systemic problems we wish to change. In order to change injustices, we must acknowledge our own contributions to injustice, and work diligently to improve our organizations impact on the community. 

 

Bridges to Change is determined to utilize an anti-racist approach in all things we do. We know that communities of color are disproportionately represented in the criminal justice system, impacted by health disparities, police brutality, chronic lack of resources, and interpersonal and systemic violence. As a result, we are determined to continue working against all forms of racism, discrimination, and injustice. We will not stand with the status quo and enable continuations of oppression to impact the communities we are part of. We are actively pursuing action against overt and covert displays of racism, injustices in the way resources are distributed, and negative outcomes for the most-impacted communities. We stand in partnership with black, indigenous, multicultural people of color. Bridges to Change will not waver in our fight for equity. We stand for justice and actively seek guidance from and in partnership with our most-impacted allies. We stand and demand action for positive change from systems of power. 

 

Bridges to Change will not stand silent, we will not be complicit with the status quo, and we will not be complicit to the current structures that create and continue racism and injustice. We will stand with the most-impacted communities and we will be accountable to the community, our program participants, and to our mission. 

 

 Bridges to Change is determined to take action in the following ways: 

 

-Bridges to Change will hold our funders and community partners accountable to equitable practices, openly addressing systemic barriers they and we contribute to and decline funding from entities that do not support our anti-racist and equity values.  

 

-Bridges to Change will deepen our commitment to internal organizational action for equity by seeking mentorship from our allies and holding our leadership, board, and staff accountable to our anti-racist and equity organizational statements and values. 

 

-Bridges to Change will create and sustain partnerships with organizations, businesses, and community leaders to support and receive guidance on how we can improve our impact and be better allies.  

 

-Bridges to Change will make ongoing investments in community organizations supporting the most-impacted communities of systemic racism and injustice. 

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?  

Conflicts of Interest Policy 

Purpose:
 

The purpose of this Conflict of Interest Policy is to establish guidelines and procedures to ensure that the members of the Bridges to Change Board of Directors (hereafter referred to as “the Board”) act in the best interests of the organization, uphold their fiduciary duties, and effectively manage conflicts of interest that may arise among board members.

Policy Statement: 

It is the duty of each Board member to act in the best interests of Bridges to Change (hereafter referred to as “BTC”) and to avoid conflicts of interest or the appearance of conflicts of interest. Board members are expected to prioritize the BTC’s mission and goals over personal or third-party interests. This policy outlines the process for disclosing, managing, and addressing conflicts of interest within the Board.

Scope:
 

This policy applies to all members of the BTC Board of Directors, including officers and committee members.

Policy Guidelines:
 

1. Board Duties: 

1. Duty of Loyalty: Board members must act in the best interests of BTC, avoiding any conflicts between their personal, familial, or business interests and the interests of BTC. 

1. Duty of Care: Board members must exercise reasonable care, skill, and diligence in carrying out their responsibilities, ensuring that their actions align with the BTC’s mission and goals. 

1. Duty of Obedience: Board members must ensure compliance with applicable laws, regulations, and BTC’s bylaws and policies, acting in accordance with the highest ethical standards. 

 

1. Disclosure of Conflicts: 

1. Board members must promptly disclose any actual or potential conflicts of interest that may arise in connection with their Board responsibilities. 

1. Conflict of interest situations include, but are not limited to, any financial, personal, or professional relationships that could influence or appear to influence a Board member’s decision-making. 

1. Disclosures should be made in writing to the Board Chair or designated Board officer, providing sufficient detail to allow for a full understanding of the conflict. 

 

1. Management of Conflicts: 

 

1. Upon receipt of a conflict of interest disclosure, the Board Chair or designated Board officer shall convene a separate meeting or committee to review and address the conflict. 

1. The conflicted Board member shall recuse themselves from any discussion, vote, or decision-making process related to the matter in question. 

1. The remaining Board members will evaluate the conflict, considering the best interests of BTC and the impact on the BTC’s stakeholders. 

1. After careful deliberation, the Board will determine the appropriate course of action, which may include seeking additional information, obtaining independent advice, modifying or rescinding decisions, or taking any other necessary steps to address the conflict and ensure BTC’s interests are protected. 

1. The Board minutes shall contain the names of the persons who had a conflict of interest, the nature of the financial, personal, or professional interest, a summary of the discussion to determine whether a conflict was present and the vote as to whether a conflict was present, the names of the directors and officers present for the discussion and vote related to the transaction or arrangement, a summary of the discussion, and a record of the vote taken. 

Annual Acknowledgement: 

 

Each Board member must sign an annual Conflict of Interest Acknowledgement form, affirming their understanding of this policy and their commitment to comply with its provisions. The signed Conflict of Interest Acknowledgement form should be submitted to the Board Secretary or designated Board officer. 

Regular Review: 

 

The Board will conduct periodic reviews to ensure compliance with this policy, assess the effectiveness of conflict management procedures, and address any potential conflicts of interest that may arise. The policy will be reviewed and updated as needed to reflect changes in laws, regulations, or BTC’s circumstances, and to remain consistent with best practices. 

Confidentiality: 

 

All disclosures made under this policy will be treated as confidential and will be shared only with individuals who have a legitimate need to know. Board members should exercise discretion and maintain confidentiality regarding any conflict of interest matters. 

Violations: 

 

Violations of this Conflict of Interest Policy may result in disciplinary action, up to and including removal from the Board, as determined by a majority vote of the remaining Board members. 

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