Only decisions of the Board acting as a body are binding on the Executive Director. These decisions will be expressed in the form of an officially passed motion. Accordingly:

1. Decisions or instructions of individual board members, officers, or committees are not binding on the Executive Director, except in instances when the Board specifically authorized such exercise of authority.
2. If a Board member or committee requests information or assistance without Board authorization, the Executive Director can refuse such requests that require, in the Executive Director's opinion, a material amount of staff time or funds, or are disruptive.

The Executive Director is the Board's only link to the conduct and achievement of the Diversity Council staff, so all authority and accountability of the staff, as far as the Board is concerned, is consider the authority and accountability of the Executive Director.

1. The Board will view the performance of the Executive Director as identical to organizational performance. Consequently, organizational accomplishment of the Board-stated Ends and avoidance of Board-proscribed means (Executive Limitations) will be viewed as successful performance by the Executive Director.
2. The Board will not evaluate any staff other than the Executive Director.
3. The Board will never give instructions to staff members other than the Executive Director.

The Board will instruct the Executive Director through written policies that prescribe the organizational Ends to be achieved and describe organizational situations and actions to be avoided (Executive Limitations), allowing the Executive Director to use any reasonable interpretation of these policies. Accordingly:

1. The Board will develop policies instructing the Executive Director to achieve certain results, for certain recipients, at a specified cost. These policies will be developed systematically from the broadest, most general level to more defined levels, and will be called Ends policies
2. The Board will develop polices that limit the latitude the Executive Director may exercise in choosing the organizational means. These policies will be developed systematically from the broadest, most general level to more defined levels, and they will be called Executive Limitations.
3. As long as the Executive Director uses any reasonable interpretation of the the Board's Ends and Executive Limitations policies, the Executive Director is authorized to establish all further policies, make all decisions, take all actions, establish all practices and pursue all activities.
4. The Board may change its Ends and Executive Limitations policies, thereby shifting the boundaries of what is expected or allowed.  By doing so, the Board expands or decreases the latitude of choice given to the Executive Director. As long as any particular delegation is in place, however, the Board will respect and support the Executive Director's choices.

The Executive Director's job performance wil be monitored solely against the expected job outputs, which are organizational accomplishment of Board policies on Ends and organization operation within the boundaries established in the Board policies on Executive Limitations. Accordingly:

1. Monitoring simply determines the degree to which Board policies are being met. Information that does not address the achievement of Ends or the avoidance of Executive Limitations is not monitoring data.
2. The Board will acquire monitoring data by one or more of three methods:
1. Internal report, by which the Executive Director discloses compliance information to the board.
2. External report, by which an external, disinterested third party selected by the Board access compliance with Board policies.
3. Direct Board inspection, by which a designated member or members of the Board assess compliance.
3. The standard for compliance shall be any reasonable interpretation by the Executive Director of the Board policy being monitored.  The Board will judge whether data demonstrate accomplishment of the interpretation.
4. All polices that instruct the Executive Director will be monitored at a frequency and by a method chosen by the Board.  The Board can monitor any policy at any time by any method, but will ordinarily depend on a routine schedule.  The schedule and method of monitoring will be listed with each Ends and Executive Limitations policy. The monitoring reports will include the policy, a statement of compliance or non-compliance, and supporting evidence for the statement.

With respect to treatment of paid and volunteer staff, the Executive Director may not cause or allow conduct of conditions that are duly unfair, undignified, or offensive:

The Executive Director will not:

1. Operate without personnel policies that clarify personnel rules for staff.
2. Operate without written volunteer policies
3. Discriminate among employees on other than clearly job-related individual performance or qualifications
4. Subject staff to unsafe or unhealthy conditions
5. Allow the organization to operate without a staff grievance procedure.
6. Prevent staff from bringing grievances to the Board when internal procedures have been exhausted and the employee alleges either that a) Board policy has been violated to his or her detriment or b. Board policy does not adequately protect his or her human rights.

Monitoring Schedule: Annual
Monitoring Method: Internal Report

With respect to employment, compensation and benefits to employees, consultants, contract workers and volunteers, the Executive Director may not cause or allow jeopardy to fiscal integrity or public image.

1. The Executive Director will not change his or her compensation or benefits.
2. The Executive Director will not promise or imply permanent or guaranteed employment.
3. The Executive Director will not establish or change compensation or benefits that:
1. Deviate materially from the geographic or professional market for the skills employed
2. Cause unfunded liabilities to occur or in any way commit the organization to benefits that incur unpredictable future costs.
3. Provide less than basic levels of benefits to all full time employees, though differential benefits to encourage longevity in key employees are not prohibited.
4. Allow any employee to lose benefits already accrued from any foregoing plan.
5. Treat the Executive Director differently from other full time employees.
6. Determine bonuses or severance packages.

Monitoring Schedule: Annual
Monitoring Method: Internal Report

With respect to planning for the fiscal year or a part of a fiscal year, the Executive Director may not jeopardize either programmatic or fiscal integrity of the organization.

1. The Executive Director will not submit a budget that:
1. Contains too little detail to enable reasonably accurate projection of revenues and expenses, separation of capital and operational items, cash flow and subsequent trails and disclosure of planning assumptions.
2. Plans the expenditure in any fiscal year of more funds than are conservatively projected to be received in that period, except in the case of restricted funds that are carried forward from a previous fiscal year.
3. Allows operating reserves to be less than three months operation expenses based on year ending operating expenses.
4. Deviates materially from board stated priorities in its allocation among competing budetary needs.
5. Does not include a three-year capital expenditure plan.
2. The Executive Director will not allow a quarterly variance from the annual approved budget that is larger than 5% or $2,500, whichever is greater, without bring the variance to board attention.

Monitoring Schedule: Annual Quarterly
Monitoring Method: Direct Inspection (Budget) Internal Report

Director may not cause or allow the development of fiscal jeopardy or loss of allocation integrity.

The Executive Director will not:

1. Expend more funds than have been received in the fiscal year to date unless the debt guideline (2 below) is met.
2. Indebt the organization in an amount greater than can be repaid by certain, otherwise unencumbered revenues within 90 days.
3. Allow unrestricted fund balances to drop below $100,000, which is equal to approximately 3 months’ operating expenses in 2009, without the consent of the Board.
4. Transfer funds between the primary checking account and the linked savings account in an amount that exceeds $20,000 without contemporaneously notifying the Finance Committee or transfer any amount between other accounts without contemporaneously notifying the Finance Committee.
5. Open any bank or investment account or transfer money into a non-liquid account or an account with a fluctuating value without the approval of the Finance Committee.
6. Expend restricted funds for any purpose other than that designated by the donor, without receiving Board approval after submitting a plan to the Board and having a concrete plan to restore the restricted funds within 90 days. The Board must approve the use and the restoration plan before the Executive Director redirects the funds.
7. Allow cash to drop below the amount needed to settle payroll and debts in a timely manner.
8. Allow actual allocations to deviate materially from documented Board priorities.

Monitoring Schedule: Annual Monthly

With respect to proper stewardship of the organizations assets, the Executive Director may not risk losses beyond those necessary in the normal course of business.

1. The Executive Director will not:
1. Fail to insure against theft, casualty losses to at least 80% replacement value and against liability losses to board members, staff or the organization itself to beyond the minimally acceptable prudent level. 
2. Allow unbonded personnel access to material amounts of funds, unless the Board approves such access in advance on an annual basis.
3. Subject facility and equipment to improper wear and tear or insufficient maintenance.
4. Unnecessarily expose the organization, its board or staff to claims of liability.
5. Make on their own authority any purchase of greater than $20,000.
6. Make any purchase of over $10,000 without competitive bids.
7. Enter into any contract unless the service or product contracted is consistent with the organization’s strategic goals and the organization’s liability does not exceed the amount approved by the Board through budget approval or special resolution, in accordance with the Authorization for Execution of Documents approved by the Board on _____________, 2011.
8. Receive, process or disburse funds under controls insufficient to meet the board appointed auditor’s standards.
9. Fail to place the organization’s funds in accounts that do not risk loss of principal and are insured by the FDIC, unless the Board of Directors has approved an investment policy that gives the Executive Director wider discretion and, in such case, fail to follow the investment policy approved by the Board.
10. Fail to protect intellectual property, information and files from loss or significant damage.

With respect to providing information and support to the board, the  Executive Director may not intentionally cause or allow the board to be uninformed or misinformed:

1. The Executive Director will not:

1. Withhold information from the Board about material external circumstances that affect the suitability or advisability of Ends policies established by the Board.
2. Let the Board be unaware of public events of the organization or adverse media coverage about the organization.
3. Present information or advice to the Board that lacks timeliness, completeness, or accuracy or fail to acquaint the Board with issues or options of which the Executive Director is aware that are pertinent to Board decision-making.
4. Neglect to submit monitoring data required by the board at least one week in advance (unless extenuating circumstances apply), and in an accurate and understandable fashion, directly addressing provisions of board policies being monitored.
5. Fail to report, in a timely manner, an actual or anticipated noncompliance with any policy of the board.
6. Fail to advise the board if, in the Executive Director’s opinion, the board is not in compliance with its own policies on Governance Process and Board-Executive Director linkage, particularly in the case of board behavior that is detrimental to the work relationship between the board and the Executive Director.
7. Fail to deal with the board as a whole except when fulfilling individual requests for information or responding to officers or committees duly charged by the board.

With respect to providing information to the community, the Executive Director may not cause or allow the board's position to be misinterpreted or misrepresented.

The Executive Director will not:

1. Speak publicly on issues (as Executive Director) that are not pertinent to the field, unless otherwise given approval by the board.
2. Take a position on or advocate for public policy or legislation, or express a personal opinion without clearly dissociating it from the organization, in accordance with guidelines approved by the Board on September 20, 2006.

.

The Executive Director will not allow the organization to operate without a written Executive Director emergency operation plan in place:

1. The Executive Director will not:

1. Fail to keep at least one additional staff person informed of Executive Director and board issues and processes in order to take responsibility for the Executive Director’s duties in an emergency situation.

The Executive Director will not allow the organization to solicit donations or raise funds in any manner that is unethical or violates Minnesota law.

1. The Executive Director will not:

1. Allow the organization to violate any provisions of the Minnesota Charitable Solicitations Act.
2. Allow the organization to operate without the following policies in place:
1. A Discontinue Contact upon Request policy that includes a procedure and recordkeeping mechanism to ensure that the organization honors a person’s expressed preference to be removed from solicitation and other mailing lists.
2. A Donor Privacy policy that describes how donor information is collected and used and allows donors to opt out of making their private information available or shared.
3. Solicit funds without creating a secure environment for collecting donations and maintaining internal controls governing the safekeeping of all confidential donor financial and personal information.

 Monitoring Schedule:                                     Monitoring Method:

Annual                                                            Internal Report

The primary responsibility of the Board is to ensure excellent organizational performance.

1. The Board will concentrate on its unique job, which is to:
1. Ensure that the organization is relevant and responsive to the community by monitoring the external environment and defining the appropriate direction through Ends policies. It will ensure that the organization achieves appropriate results for appropriate persons and an appropriate cost.  Ends policies will focus on the intended long-term impacts outside of the organization, not on the administrative or programmatic means of attaining those effects.
2. Ensure that the organization avoids unacceptable actions and situations, by defining such actions or situations in Executive Limitations policies.
3. Establish Governance Process policies that define how the Board conceives, carries out, and monitors its own tasks.
4. Establish Board-Management Delegation policies that describe the interactions and relationship between the Board of Directors and the Diversity Council staff and to define how power is delegated to the  Executive Director and its proper use is monitored.
5. Establish regular and effective ways of monitoring compliance with and the effectiveness of the Ends and Executive Limitations policies described in (1) and (2)  above.
2. The Board will monitor and assess its own process and performance by comparing board activities to the Governance Process and Board-Management Delegation policies described above.
3. The Board will nominate candidates for the Board who are able to participate constructively in the process of governing and ensure that new Board members receive excellent orientation in the Board's governing process.
4. The Board will hire the organization's Executive Director, appraise Executive Director performance, and reward competent performance or, if necessary, establish criteria for improvement or replace the individual.

The Board commits itself and its members to ethical, professional, and lawful conduct.

1. Members must represent unconflicted loyalty to the interests of the Diversity Council, rather than to advocacy, interest groups or members' personal interests. The interests of the ownership are defined by Board Policies. 
2. Members must avoid conflict of interest with respect to their fiduciary responsibility<
1. There must be non conduct of private business or personal services between Board member and the Diversity Council except to ensure openness, competitive opportunity, and equal access to inside information.
   
2. When the Board is deciding an issue about whether a Board member has an unavoidable conflict of interest, that member shall remove herself or himself without comment from both the deliberation and the voting process. 
3. Board members must not use their Board positions to obtain employment for themselves, family members, or close associates at the Diversity Council. Should a member desire employment at the Diversity Council, he or she must first resign from the Board before applying.
   
4. Members will annually disclose their involvements with other organizations, with vendors, or any other associations that might present a conflict.
   

Youth benefit from educational programming that teaches respect for human differences and understanding of diversity as a necessity for both productive community engagement and personal growth.

Who does this ends policy impact?

1. K-12 Students (Mandatory)
2. pre-K (To Be Determined)

What human needs are to be met?

1. Acquiring the ability to articulate personal perspectives while actively listening
2. Gaining an understanding of personal values
3. Developing the ability to be authentic to one’s self
4. Learning how to have dignity and respect in all situations
5. Building a capacity for creative collaborative expression
6. Developing an ability to positively contribute to the development of a health, prosperous and inclusive community

What are the outcomes of this policy?

1. Increase in knowledge, critical thinking, self-esteem and empathy
2. Improvement in inter-group relations (surveys/tests)
3. Behavioral change which affects a large-scale system

How we will measure the outcomes of this policy?

1. Participation, perception and program data
1. Specific measures to be developed by Executive Director and approved by the Board
2. Describing outcomes

Cost and Priority

• In compliance with annual budget allocation and restricted funding sources

Adults in the community benefit from educational programming that teaches respect for human differences and understanding of diversity as a necessity for both productive community engagement and personal growth.

Who does this ends policy impact?

1. Parents of K-12 Students (parents of Pre-K to Be determined)
2. Adults in the Workplace (non-working adults to be determined)

What human needs are to be met?

1. Acquiring the ability to articulate personal perspectives while actively listening
2. Gaining an understanding of personal values
3. Developing the ability to be authentic to one’s self
4. Learning how to have dignity and respect in all situations
5. Building a capacity for creative collaborative expression
6. Developing an ability to positively contribute to the development of a health, prosperous and inclusive community

What are the outcomes of this policy?

1. Increase in knowledge, critical thinking, self-esteem and empathy
2. Improvement in inter-group relations (surveys/tests)
3. Behavioral change which affects a large-scale system like a community

How we will measure the outcomes of this policy?

1. Participation, perception and program data
1. Specific measures to be developed by organization and approved by the Board
2. Describing outcomes

Cost and Priority

• In compliance with annual budget allocation and restricted funding sources

Community members benefit from targeted educational programming that creates opportunities for shared experiences designed to support honest, intentional conversations about the existence and reduction of discrimination and oppression along with the development of a health, prosperous and inclusive community

Who does this ends policy impact?

1. Community members, with particular emphasis on inclusion of populations reflective of the larger community
2. Consider marginalized and at-risk people
1. How would we identify them?
2. How do we assess needs (Needs Assessment?

What human needs are to be met?

1. Feelings of respect, value and empowerment
2. Ability to advocate positively for self and community
3. Acquiring the ability to articulate personal perspectives while actively listening
4. Gaining an understanding of personal values
5. Developing the ability to be authentic to one’s self
6. Learning how to have dignity and respect in all situations
7. Building a capacity for creative collaborative expression
8. Developing an ability to positively contribute to the development of a health, prosperous and inclusive community

What are the outcomes of this policy?

1. Increase in knowledge, critical thinking, self-esteem and empathy
2. Improvement in inter-group relations (surveys/tests)
3. Behavioral change which affects a large-scale system

How we will measure the outcomes of this policy?

1. Participation, perception and program data
1. Specific measures to be developed by organization and approved by the Board
2. Describing outcomes

Cost and Priority

• In compliance with annual budget allocation and restricted funding sources

Notes:

(1) Examples of community focus: White Privilege, Race Exhibit 2, “Courageous Conversations About Race: A Field Guide for Achieving Equity in Schools” and other resources

The Diversity Council is committed to protecting the privacy of our donors.  We do this in the following ways:

1.   We do not sell, rent, or lease personal information about our donors to any other organization.  Donor information includes name, address, telephone, email address, and monetary giving level.

2.   We maintain internal controls that ensure the confidentiality of donor financial information, such as checking account numbers.

3.   We do not collect any credit card information from our donors.  All online donations are handled by 3^rd party vendors, GiveMN, Razoo, and PayPal.  All use secure technology to accept online credit card donations and their privacy policies are accessible from all donation pages used by the Diversity Council.

4.   We do not use cookies to track any user information from visitors to our website.

5.   We have a “Discontinue Contact Policy” that ensures that donor information is removed from our solicitation and other mailing lists upon the request of the donor.

5.   The names and giving levels of our donors are made public in our annual report and on our website, www.diversitycouncil.org.  Donors may opt out of this public listing by requesting anonymity.

Questions about our privacy policy may be directed to:  Executive Director, Diversity Council, 1130½ 7^th Street NW, Suite 204, Rochester, MN  55901, (507) 282-9951

Policy

The Diversity Council (also referred to as “the organization”) will not contact any person upon that person’s oral or written request directed to the organization, its professional fundraiser, or other agent.

Procedure

Upon the request of a person or a person’s authorized representative that the Diversity Council discontinue further contacts, the person’s name and address will be promptly removed from the organization’s database or modified to ensure that no further contact is made with the person.  The Diversity Council will also take steps to ensure that the person’s name is removed from any external databases or records under the organization’s control.

Permanent Record

The Diversity Council shall maintain a written record of all requests by persons who indicate to the organization, its professional fundraiser, or other agents, that they do not wish to be contacted by or on behalf of the organization, effective with the adoption of this policy by the Diversity Council’s board of directors. Oral requests will be recorded in writing by the staff and maintained with the written requests. The Diversity Council will maintain the records of persons who have made such a request to the extent necessary for legal or liability purposes.

Limitation

This policy does not prohibit contact by the Diversity Council that is solicited by a person, even if the person or his/her authorized representative has requested to be placed on the "do not contact list." Contact by the Diversity Council that is solicited by a person whose name appears on the "do not contact" list shall be limited to providing a direct response to the person’s inquiry and shall not cause the person’s name to be removed from the "do not contact" list.

The President may enter into a contract or execute and deliver an instrument in the name and on behalf of the Corporation when authorized by the Board of Directors.  If the President will not be available during a certain time period, (s)he may delegate this responsibility to the Executive Director.

The Executive Director is authorized to enter into a contract when the service or product contracted is consistent with the Corporation’s strategic goals and the Corporation’s liability does not exceed the amount approved by the Board of Directors through budget approval or special resolution.

Definitions:  Advocacy is defined as written or oral support for a specific political action or point of view, often on behalf of another group or organization. 

Forms of Advocacy: Advocacy can take the form of lobbying, public policy work, litigation, research, public education, or otherwise attempting to influence decisions by government or administrative agencies. 

Because public education can be seen as having a natural link to advocacy of certain positions, the Diversity Council needs to clearly define our policy concerning advocacy and ensure that our activities remain in alignment with our mission: to create an inclusive and welcoming community through education.

Policy Statements:

• The Diversity Council is an advocate for fairness, respect, inclusiveness, and social justice. Our method is education, which challenges stereotypes and bias, develops empathy, and encourages critical thinking.
• As a leader in diversity education, the Diversity Council is occasionally called upon by government officials, members of the media, and others to share knowledge and expertise relevant to topics and issues being deliberated in the community. The Diversity Council may do so when a response would align with our mission and our method.
• The Diversity Council respects every individual, recognizing that each person has different views, ideas, belief systems, and personal convictions, as well as opinions on the best approaches and methods for achieving common goals. 
• Because individuals can share common goals, yet differ on the best course of action to achieve those goals, the Diversity Council does not take positions on or advocate for public policy or legislation, nor does it entertain presentations to the board in an attempt to gain support for public policy issues, causes, or legislation.

Accountability and Oversight:

The views of Board or Staff members must not be conflated with the views of the Diversity Council. When Board or Staff members advocate for their interests or express their personal opinions, they must clearly dissociate themselves from Diversity Council and explicitly communicate this before expressing their views. Board and Staff members must not leave the impression that their personal views represent those of the Diversity Council. They should not use Diversity Council letterhead, graphic identity, or e-mail to communicate personal opinions or participate in advocacy activities.

The Diversity Council will keep a record or log of advocacy requests for future reference, so as to ensure proper oversight and consistency in using these guidelines.

Approved by the Board: September 20, 2006
Diversity Council Advocacy Request Log

Organization & Request/Issue Contact Decision & Outcome_____________

1)

2)

3)

Diversity Council

Conflict of Interest Policy

Introduction

This policy is designed to help Board members, employees, and volunteers of the Diversity Council identify situations that present potential conflicts of interest and to provide a procedure which will allow a contract or transaction to be treated as valid and binding even though a Board member, employee, or volunteer has or may have a conflict of interest with respect to the transaction.

This policy also helps ensure that Board members, employees, and volunteers fulfill their legal and fiduciary responsibilities, including their duty of loyalty to the nonprofit organization they serve.

Definitions

A conflict of interest occurs when the Diversity Council enters into a contract or transaction with a Board member, employee, volunteer, or family member or enters into a contract or transaction with an entity in which a Board member, employee, volunteer, or family member has a material financial interest.

A contract or transaction is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the provision or receipt of a grant or loan, or the establishment of any other type of pecuniary relationship.  The making of a gift to the Diversity Council is not a contract or transaction.

A family member is a spouse, domestic partner, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister of a Board member, employee, or volunteer.

A material financial interest in an entity is a financial interest of any kind that is substantial enough that it could affect a person’s judgment with respect to a contract or transaction with that entity.

Disclosure

Each Board member, employee, and volunteer of the Diversity Council who has decision-making authority shall annually complete a disclosure form that identifies any relationships, positions, or circumstances in which the person or a family member is involved that could contribute to a conflict of interest. Such relationships, positions, or circumstances might include employment, ownership of a business, or service as a director or consultant to another nonprofit organization.  The form shall be updated mid-year if circumstances change. 

Procedures in Case of Conflict of Interest

Prior to Board action on a contract or transaction involving a conflict of interest, the Board member, employee, or volunteer having a real or apparent conflict of interest shall disclose all facts material to the conflict.  He or she must abstain from:

(1)     participating in discussions or deliberations with respect to the subject of the conflict, other than to present factual information or to answer questions,

(2)     using his or her personal influence to affect deliberations, and

(3)     voting and being present when the vote is taken.

The Board shall ensure that the following conditions are reflected in the minutes of the meeting during which a transaction or contract is authorized or approved:

(1) The individual with a real or apparent conflict of interest was excluded from the discussion and voting and was not counted in the quorum necessary for a vote.

(2)   The material facts as to the contract or transaction and the Board member’s, employee’s, or volunteer’s interest were fully disclosed.

(3)   The contract or transaction was fair and reasonable when it was authorized or approved and in the best interest of the Diversity Council.

If an employee or volunteer with decision-making authority has a real or apparent conflict of interest, he or she must obtain approval from the Board of Directors before entering into a contract or transaction, even if that employee or volunteer would otherwise have the authority to enter into a contract or transaction of that size and type.

Record Keeping

The Executive Director will ensure that the Disclosure Forms are completed annually and filed with the corporation’s official records.  Any changes to the policy shall be communicated immediately to all affected parties.
Interest Disclosure Form

Employer:                                                                                                                                                                       

Businesses you own or have a financial interest in:                                                                                               

Other Boards or governing bodies you serve on:                                                                                                   

Publicly elected positions:                                                                                                                                           

Any other relationships, positions, or circumstances in which you are involved that could contribute to a conflict of interest, as defined by the Diversity Council’s Conflict of Interest Policy.

I hereby certify that the information set forth above is true and complete to the best of my knowledge.  I have reviewed, and agree to abide by, the Conflict of Interest Policy of the Diversity Council.

Signature:                                                                                                        

Date:                                               

Print Name: