The following documents are ready for review and printing.

                         The Arc of MN SW's Annual Meeting

12:00 Potluck & 1:00 Meeting

The Guardian Inn, Windom

October 23, 2010

Agenda

Introductions – Kim

Approve agenda – Kim

Reports - Kim

            Secretary - Colleen

                        Minutes of 2009 Annual Meeting

            Treasurer - Linda & LeeAnn

            President - Kim

                        2010 Executive Committee Highlights

            Executive Director - Jeff

            Program Director's Report - LeeAnn

            Regional Coordinator’s – Wilbur, Claudia, Julie, Val

            Other - Kim

                        Search Committee - Linda

                        Nominating Committee - Carol

                        Thrift Stores - Colleen

Old Business - Kim

            Draft Strategic Plan - Kim

            Review Interim Staffing Plan - Kim               

            Membership - Carol

New Business - Kim

            Draft Bylaws – Carol

            Draft Board of Directors Powers & Duties - Carol

            Next Annual Meeting Date - Kim

Announcements - Kim

Adjournment - Kim

Powers & Duties of the Board of Director

Of The Arc of Minnesota Southwest

(Draft 3)

The Arc of Minnesota SW (Arc SW) Board of Directors shall have and exercise all powers necessary to conduct the business of the organization and to carry out the purposes of Arc SW as stated in the bylaws.

A.    Purpose

§  To provide governance to the tax exempt organization;

§  To provide organizational oversight;

§  To maintain accountability to the membership, to the community at large and to the law;

§  To ensure the organization is providing real benefits and services to the community, and

§  To ensure the organization is operationally and financially healthy through: Duty of Care, Duty of Loyalty, and Duty of Obedience,

B.    Responsibilities

§  Mission and vision

§  Planning long term objectives and strategies

§  Quality Executive Management

§  Adequate resources and capacity

§  Safeguard and properly use assets

§  Policies to guide operations and programs

§  Effective resource management and strong, relevant programs

§  Recruit and orientate new members with needed skills and talents

§  Advocate in the community in order to build its public reputation

§  Ensure the legal and ethical integrity of the organization

C.    Board of Director’s Duties

§  Stay alert and engaged: give guidance and counsel regarding the health, problems, and prospects of the organization

§  Be knowledgeable about and faithful to the mission of the organization

§  Know if the organization is doing a good job

§  Understand the organization’s business model and environment

§  Stay focused on important and long range issues

§  Set annual goals and objectives

§  Prepare for meetings and bring self up to date on what is missed

§  Exercise constructive skepticism

§  Be willing to make decisions

§  Take concerns to the board chair and executive first

§  Advocate for and assist in general community support and resources

D.   Board Meetings and Attendance

§  Regular board meetings will be held a minimum of six (6) times per year: January, March, May, July, September, November

§  Attend Annual Meeting in (September) of each year and may be held in conjunction with regular (September) board meeting.

§  Faithfully attend and engage in board meetings. Board members who miss 2 consecutive meeting or 50% of meetings in a year may be asked by the President to resign and be replaced by board appointee to fill unexpired term

§  Expected to notify the board president at least three (3) days in advance if unable to attend a scheduled meeting or face an unexcused absences

E.    Conflict of Interest

§  Under certain circumstances, a contract, or transaction between Arc SW and a director, staff member, or an organization in which the director or staff member has a material financial interest is acceptable. However, if the transaction is challenged the director or staff member will have the burden to establish that the contract or transaction was fair and reasonable, and there was full disclosure of the conflict and that the contract and that the contract or transaction was approved by the executive committee or other directors in good faith.

F.    Fundraising

§  All board members are expected to support and participate in the fundraising efforts of the organization. Participation may include:

§  Participated in fundraising activities such as the Rose Sale

§  Contribute to the development of a “potential donors” list by providing names of individuals that you feel may have an interest in supporting Arc SW

§  Take advantage of opportunities that may arise to share information about the organization with potential donors and let them know that Arc SW is always in need of support and would welcome gifts and membership

Recommended:                               Board of Directors, The Arc of Minnesota Southwest

                                                August 7, 2010

Adopted:                             Annual Meeting, The Arc of Minnesota Southwest