Examples Of Board Directors Policy Manuals Citywide Nonprofit Monitoring And Capacity Building Program Manual
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- Cover for Board Policy Templates
- JVS
- ToolWorks
- Board Roles and Responsibilities1
- BOD Meeting Dates2
- 3
- 4
- 5
- 6
- 7
- BYLAWS OF TOOLWORKS
- ARTICLE 1
- ARTICLE II
- ARTICLE III
- DIRECTORS
- SECTION 1. POWERS
- SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
- SECTION 3. TERM OF OFFICE OF DIRECTORS
- SECTION 4. ELECTION AND VACANCIES
- SECTION 5. RESIGNATIONS
- SECTION 6. RESTRICTION ON INTERESTED DIRECTORS
- SECTION 7. REMOVAL
- SECTION 8. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
- SECTION 9. ON THE ANNUAL MEETING
- SECTION 10. OTHER REGULAR MEETINGS
- SECTION 11. SPECIAL MEETINGS
- SECTION 12. QUORUM
- SECTION 13. WAIVER OF NOTICE
- SECTION 14. ADJOURNMENT
- SECTION 15. NOTICE OF ADJOURNMENT
- SECTION 16. RECORD QF MEETINGS
- SECTION 17. ACTION WITHOUT MEETING
- SECTION 18. FEES AND COMPENSATION OF DIRECTORS
- DIRECTORS
- ARTICLE IV
- ARTICLE V
- ARTICLE VI
- ARTICLE VII
- ARTICLE VIII
- HR 360 2016 BOARD MANUAL
City and County of San Francisco
Office of the Controller – City Performance
EXAMPLES OF
BOARD OF DIRECTORS
POLICY MANUALS
Citywide Nonprofit Monitoring and
Capacity Building Program
.
Best Practices – Board of Directors Policy Manual
The Citywide Nonprofit Monitoring and Capacity Building Program promotes the use of an up-to-
date board of directors’ policy manual as a best practice for all nonprofit agencies. A manual
can support members of nonprofit boards of directors to understand their roles and
responsibilities, including fiduciary and governance responsibilities to the nonprofit. A policy
manual will typically include, but is not limited to, the following types of information:
A list of bylaws that define term limits, quorum, committee structures, and
voting/decision-making process
Policy on board members assisting with the raising of funds and annual giving
Board members’ responsibilities in financial oversight, including reviewing financial
statements and the IRS Form 990 and approving the annual budget
How board leadership positions are filled and how the board conducts active recruitment
to fill vacancies
Conflict of Interest policy
For more information about the Citywide Nonprofit Monitoring and Capacity Building Program
and other resources and tips for nonprofits please visit www.SFController.org/Nonprofits.
In the following pages are three examples of Board of Directors’ policy manuals that meet City
standards and which can be used as a template for a nonprofit needing to develop or update its
own policies. All manuals have been shared with permission from the agencies.
Example from Jewish Vocational Services……………………………………………………1
Example from Toolworks………………………………………………………………………..40
Example from HealthRight 360…………………………………………………………………58
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ROLES AND RESPONSIBLITIES: BOARD OF DIRECTORS
INTRODUCTION
The board will advise and support Toolworks to ensure that policies and practices are
aligned with and adhere to the Agency’s overall mission, values, and strategic direction.
The board is responsible for approving any changes to the overall mission and for
fiduciary and legal governance and hiring and evaluating the executive director.
The board will consist of members with a variety of skill sets, diversity of background
and life experiences, and a commitment to the Agency’s mission.
BOARD RESPONSIBILITIES
The Board will:
1. Meet as often as needed to effectively discharge its responsibilities and achieve
quorum at every meeting. The minimum number of meetings over one year will be
six.
2. Record minutes of all meetings by the full governing bodies and its committees.
3. Provide proper financial oversight, ensure that adequate financial controls are in
place, review and formally adopt an annual budget for the agency.
4. Ensure adequate resources to allow the agency to fulfill its mission.
5. Ensure legal and ethical integrity and maintain accountability, including the agency’s
compliance with all applicable local, state and federal laws.
6. Ensure effective organizational planning.
7. Be responsible for the hiring, supervision and annual evaluation of the Executive
Director/CEO.
BOARD MEMBER RESPONSIBILITIES
Each Board member will:
8. Understand and promote the mission of the agency.
9. Review and become familiar with the agency’s mission, Articles, By-laws, Policies
and Board Orientation Book.
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Board Roles and Responsibilities 2
10. Be prepared for and attend Board meetings (bi-monthly) and Board retreats and be
willing to serve on Board or Agency committees.
11. Make every effort to attend the agency’s events, including holiday parties and
special events and client site visits.
12. Contribute his or her particular professional and personal skills and make a
significant contribution of time and effort in furtherance of the agency’s goals,
including fund or social enterprise development activities. (Examples may include
accounting, legal, human resource, or business development expertise.)
13. Serve as an advocate for the agency, including always speaking with pride and
knowledge about the agency’s accomplishments and opportunities. Highlight the
organization in any annual giving efforts.
14. Ensure board leadership positions are filled and work to increase diversity of Board
membership by helping to recruit new Board members with a variety of skill sets and
diversity of background and life experiences.
15. Initiate periodic communication with the Executive Director and respond to calls from
the Executive Director and program directors for periodic specific needs.
I have read and understood the above terms of participation as a member of the Board
of Directors of Toolworks and agree to become a member of the Board.
Name Date
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Board of Directors
Meeting Dates
Toolworks’ board of directors meet every two months beginning in January. Exact dates
are set at the meeting prior. Two meetings a year will be open to the public. Staff must
be informed of these dates at least one month and one business day prior to ensure
proper compliance with the Sunshine ordinance and to meet requests for reasonable
accommodations.
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Board of Directors
BOARD TICKLER
January
Annual meeting: open to all staff, persons served and community
members. Review of outcome measurements, employee and client
recognition, community awards
February
Bi-annual review of financial policies
Bi-annual review of compensation for staff
April
Board self-assessment (bi-annually)
Assign point people for ED review
June
Budget approval for following fiscal year
Set board goals
Insurance review
August
Conflict of interest
Renew terms for board members
ED Review
October
Review bylaws and articles of incorporation
Review accessibility plan- open meeting
December
Auditor’s report
Holiday party
All meetings of the board of directors will include the following standing items:
Approval of minutes from prior meeting
Financial and legal updates
ED report of program updates
Review of policies recommended by the personnel committee
Status updates from any active committees or workgroups
Program highlight by staff or person served
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Board of Directors
Board of Directors Self Evaluation
In order to prepare for the board of directors meeting and discussion of its self-evaluation,
please complete the following survey and return it to [name] by [date]. If any answer is
Disagree or Neutral, you are requested to provide an explanation including a specific
description of your area of concern. Your responses will remain confidential. Thank you.
Name _________________________________________________________________
Please circle if you agree, disagree, or are neutral about the following statements,
and use the lines provided to make comments.
1. The board understands its roles and responsibilities. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
2. The board understands Toolworks’ mission and programs. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
3. The board gives adequate attention to strategic planning. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
4. Committees of the board are active and responsible for their work. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
5. The board receives regular reports on finances, programs, etc. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
6. The board monitors and evaluates Toolworks’ performance. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
7. The board is reasonably involved in community and special events. Agree Disagree Neutral
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Board of Directors
Explanation ________________________________________________________________________
_________________________________________________________________________________
8. The board evaluates key staff and has approved personnel policies. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
9. The board has the necessary skills and diversity to perform its job. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
10. The board receives notices of meetings and minutes in a timely fashion. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
11. Board members regularly attend meetings. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
12. Board meetings are well run and focus on important matters. Agree Disagree Neutral
Explanation ________________________________________________________________________
_________________________________________________________________________________
Other comments: _______________________________________________________________________
____________________________________________________________________________________
____________________________________________________________________________________
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Board of Directors
Mission, Vision, Values
OUR MISSION
T
OOLWORKS
, in partnership with people with disabilities, is a human service agency dedicated to
providing the tools and resources that promote independence, equality and personal satisfaction.
Our goals:
To provide services that increase economic and
social opportunities for people with disabilities
To create programs driven by client choice
To encourage personal growth to increase one’s potential
To educate the community to value the strengths
and abilities of each individual
OUR VISION
TOOLWORKS IS a nonprofit, human service agency that is respected and well known in the
community as an innovative organization committed to providing a full range of quality
services and opportunities to its clients.
THE DIVERSE POPULATIONS served have an active voice in decision making and are well
represented on the staff and board. Staff are dedicated and highly skilled, working in an
environment that promotes professional development and job satisfaction.
BEING FINANCIALLY STABLE due to a broad funding base that is primarily business revenue,
Toolworks offers wages and benefits competitive with the public and private sector.
THROUGH PARTNERSHIPS AND COLLABORATIONS with academic institutions, foundations,
government, business and other nonprofits, Toolworks is a leader that exemplifies the best
in the nonprofit arena.
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Board of Directors
OUR VALUES
We strive to deliver services of exceptional quality to all our customers. There is no place
for mediocrity and half-hearted efforts at Toolworks.
COMMITMENT TO CLIENTS
We are committed to provide opportunities for growth for all the clients we serve. We
recognize the importance of clients having an active voice within the agency.
ACCOUNTABILITY
We operate from the points of view that we are each responsible for the success (or failure)
of the agency and its goals.
TRUST AND RESPECT FOR THE INDIVIDUAL
We value each other and respect the uniqueness of every individual. We are committed to
being kind through keeping an open mind, appreciating differences and avoiding judgment.
TEAMWORK
We recognize that the achievement of our mission and common goals are only made
possible through the individual talents and collective efforts of team members. Each
member is challenged to identify; support and foster team growth by embracing a spirit of
cooperation, actively participating in honest, constructive communication and a willingness
to align one’s views for the attainment of team objectives.
CONTINUOUS IMPROVEMENT
Continuous improvement is important to us. We are creative; we try new things and learn
from mistakes. We actively seek, provide and act on feedback.
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Board of Directors
Board of Directors’ Code of Ethics
1. I will do my best to see that Toolworks is operated in a manner that upholds the
agency’s integrity and merits the trust and support of the public.
2. I will strive to uphold all applicable laws and regulations, going beyond the letter of the
law to protect and/or enhance Toolworks’ ability to accomplish its mission.
3. I will treat others with respect, doing for and to others as I would have done for and to
me in similar circumstances.
4. I will be a responsible steward of Toolworks’ resources.
5. I will take no actions that could benefit me personally at the unwarranted expense of
Toolworks, avoiding even the appearance of conflict of interest.
6. I will carefully consider the public perception of my personal and professional actions,
and the effect my actions could have, positively or negatively, on Toolworks’ reputation
in my community and elsewhere.
7. I will strive for personal and professional growth to improve my effectiveness as a
Toolworks’ Board member.
8. I will refrain from unwarranted intrusion into the responsibilities of Toolworks’
operational management.
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Board of Directors
BYLAWS OF TOOLWORKS
A California Nonprofit Public Benefit Corporation
ARTICLE 1
NAME AND PURPOSE
The name of this corporation and the purposes for which this corporation is formed shall be
as provided in its Articles of Incorporation.
ARTICLE II
MEMBERSHIP
This corporation shall have no members.
ARTICLE III
DIRECTORS
SECTION 1. POWERS
Subject to the provisions of the California Non-profit Corporation Law and limitations in
the articles of incorporation, the business and affairs of the corporation shall be managed, and all
corporate powers shall be exercised, by or under the direction of the board of directors.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS
The authorized number of directors shall be at least seven (7) but not more than thirteen
(13). Directors need not be residents of the State of California.
SECTION 3. TERM OF OFFICE OF DIRECTORS
The terms of office for Directors shall be three years.
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SECTION 4. ELECTION AND VACANCIES
The directors shall be selected by a majority of the directors then in office, whether or not a
quorum.
Any vacancy on the board shall be filled by a majority of the directors then in office,
whether or not a quorum. No reduction of the authorized number of directors shall have the effect
of removing any director before that director’s term of office expires.
SECTION 5. RESIGNATIONS
Except as provided in this paragraph, any director may resign, which resignation shall be
effective on giving written notice to the chair of the board, the executive director, the secretary, or
the board of directors, unless the notice specifies a later time for the resignation to become effective.
If the resignation of a director is effective at a future time, the board of directors may select a
successor to take office as of the date when resignation becomes effective. No director may resign
when the corporation would then be left without a duly selected director or directors in charge of its
affairs.
SECTION 6. RESTRICTION ON INTERESTED DIRECTORS
Not more than 49% of the persons serving on the board of directors at any time may be
interested persons. An interested person is (1) any person being compensated by the corporation
for services rendered to it within the previous 12 months, whether as a full-time or part-time
employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a
director as director; and (2) any brother, sister, ancestor, descendant, spouse, brother-in-law,
mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this
paragraph shall not affect the validity or enforceability of any transaction entered into by the
corporation.
SECTION 7. REMOVAL
Any director may be removed from office by a majority vote of the directors.
SECTION 8. PLACE OF MEETINGS; MEETINGS BY TELEPHONE
Regular meetings of the board of directors may be held at any place within or outside the
State of California that has been designated from time to time by resolution of the board. In the
absence of such designation, regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the Board shall be held at any place within or outside the State of
California that has been designated in the notice of the meeting or, if not stated in the notice, at the
principal executive office of the corporation. Notwithstanding the above provisions of this Section,
a regular or special meeting of the board of directors may be held at any place consented to in
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writing by all the board members, either before or after the meeting. If consents are given, they
shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by
conference telephone or similar communication equipment, so long as all directors participating in
the meeting can communicate with one another, and all such directors shall be deemed to be present
in person at such meeting.
SECTION 9. ON THE ANNUAL MEETING
The board of directors shall hold a regular meeting on the second Tuesday of each January,
or as otherwise directed by the board of directors, for the purpose of organization, election of
officers, and the transaction of other business. Notice of this meeting shall not be required.
SECTION 10. OTHER REGULAR MEETINGS
Other regular meetings of the board of directors shall be held without call at such time as
shall from time to time be fixed by the board of directors. At least three such meetings shall be held
each year. Such regular meetings may be held without notice.
SECTION 11. SPECIAL MEETINGS
(a) Authority to call. Special meetings of the board of directors for any purpose may be
called at any time by the chair of the board or the executive director, or any vice president, the
secretary, or any two directors.
(b) Notice
(i) Manner of giving. Notice of the time and place of special meetings shall be given
to each director by one of the following methods: (a) by personal delivery or written notice; (b) by
first—class mail, postage paid; (c) by telephone communication, either directly to the director or to a
person at the director’s office who would reasonably be expected to communicate such notice
promptly to the director; (d) by email; or (e) by telegram, charges prepaid. All such notices shall be
given or sent to the director’s address or telephone number as shown on the records of the
corporation.
(ii) Time requirements. Notices sent by first—class mail shall be deposited into a
United States mail box at least four days before the time set for the meeting. Notices given by
personal delivery, telephone, email, or telegraph shall be delivered, telephoned, or given to the
telegraph company at least 48 hours before the time set for the meetings.
(iii) Notice contents. The notice shall state the time and place for the meeting.
However, it need not specify the purpose of meeting, or the place of the meeting, if it is to be held
at the principal executive office of the corporation.
SECTION 12. QUORUM
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A majority of the currently authorized number of directors shall constitute a quorum for the
transaction of business, except to adjourn as provided in Section 11 of this Article IX. Every act or
decision done or made by a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the board of directors, subject to the provisions of
the California Nonprofit Corporation Law, especially those provisions relating to (i) approval of
contracts or transactions in which a director has a direct or indirect material financial interest, (ii)
appointment of committees, and (iii) indemnification of directors. A meeting at which a quorum is
initially present may continue to transact business, notwithstanding the withdrawal of directors, if
any action taken is approved by at least a ‘majority of the required quorum for that meeting.
SECTION 13. WAIVER OF NOTICE
The transactions of any meeting of the board of directors, however called and noticed or
wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if
(a) a quorum is present, and (b) either before or after the meeting, each of the directors not present
signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes.
The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents,
and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director who attends the meeting without
protesting before or at its commencement about the lack of adequate notice.
SECTION 14. ADJOURNMENT
A majority of the directors present, whether or not constituting a quorum, may adjourn any
meeting to another time and place.
SECTION 15. NOTICE OF ADJOURNMENT
Notice of the time and place of holding an adjourned meeting need not be given, unless the
meeting is adjourned for more than 24 hours, in which case personal notice of the time and place
shall be given before the time of the adjourned meeting to the directors who were present at the
time of the adjournment.
SECTION 16. RECORD QF MEETINGS
Minutes of each meeting shall be taken and distributed to each member of the board within
a reasonable time after the meeting.
SECTION 17. ACTION WITHOUT MEETING
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Board of Directors
Any action required or permitted to be taken by the board of directors may be taken without
a meeting if all members of the board, individually or collectively, consent in writing to that action.
Such action by written consent shall have the same force and effect as a unanimous vote of the
board of directors. Such written consent or consents shall be filed with the minutes of the
proceedings of the board.
SECTION 18. FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees may receive such compensation, if any, for their
services, and such reimbursement of expenses, as may be determined by resolution of the board of
directors to be just and reasonable. The directors shall not be compensated for their services as
board members. Reasonable reimbursement of expenses may be authorized.
ARTICLE IV
COMMITTEES
SECTION 1. COMMITTEES OF DIRECTORS
The board of directors may, by resolution adopted by a majority of the directors then in
office, designate one or more committees, each consisting of two or more directors, to serve at the
pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall
have all the authority of the board, except that no committee, regardless of board resolution, may:
(a) take any final action on matters which, under the Nonprofit Corporation Law of
California, also requires members approval or approval of a majority of all members;
(b) fill vacancies on the board of directors or in any committee which has the
authority of the board;
(c) amend or repeal bylaws or adopt new bylaws;
(d) amend or repeal any resolution of the board of directors which by its express
terms is not so amendable or repealable;
(e) appoint any other committees of the board of directors or the members of these
committees;
(f) approve any transaction (1) to which the corporation is a party and one or more
directors have a material financial interest; or (2) between the corporation and one or more of its
directors or between the corporation or any person in which one or more of its directors have a
material financial interest.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III of these bylaws, concerning meetings of directors, with such
changes in the context of those bylaws as are necessary to substitute the committee and its members
for the board of directors and its members, except that the time for regular meetings of committees
may be determined either by resolution of the board of directors or by resolution of the committee.
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Special meetings of committees may also be called by resolution of the board of directors. Notice of
special meetings of committees shall also be given to any and all alternate members, who shall have
the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any
committee and shall be filed with the corporate records. The board of directors may adopt rules for
the government of any committee not inconsistent with the provisions of these bylaws.
ARTICLE V
OFFICERS
SECTION 1. OFFICERS.
The officers of the corporation shall be an executive director, a secretary, and a chief
financial officer. The corporation may also have, at the discretion of the board of directors, a chair
of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the provisions of Section
3 of this Article V. Any number of offices may be held by the same person, except that neither the
secretary nor the chief financial officer may serve concurrently as either the executive director or the
chair of the board.
SECTION 2. ELECTION OF OFFICERS
The officers of the corporation, except those appointed in accordance with the provisions of
Section 3 of this Article V, shall be chosen by the board of directors, and each shall serve until
removed or resigned, subject to the rights, if any, of an officer under any contract of employment.
SECTION 3. SUBORDINATE OFFICERS
The board of directors may appoint, and may authorize the chair of the board or the
executive director or another officer to appoint, any other officers that the business of the
corporation may require, each of whom shall have the title, hold office for the period, have the
authority, and perform the duties specified in the bylaws or determined from time to time by the
board of directors.
SECTION 4. REMOVAL OF OFFICERS
Subject to the rights, if any, of an officer under any contract of employment, any officer may
be removed, with or without cause, the board of directors, at any regular or special meeting of the
board, or, except in the case of an officer chosen by the board of directors, by an officer on whom
such power or removal may be conferred by the board of directors.
SECTION 5. RESIGNATION OF OFFICERS
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Any officer may resign at any time by giving written notice to the corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time specified in
that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
SECTION 6. VACANCIES IN OFFICERS
A vacancy in any office because of death, resignation, removal, disqualification, or any other
cause shall be filled only in the manner prescribed in these bylaws for regular appointments to that
office.
SECTION 7. RESPONSIBILITIES OF OFFICERS
(a) Chair of the board. If such an officer be elected, the chair of the board shall preside at
meetings of the board of directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the board of directors or prescribed by the bylaws. If there is
no executive director, the chair of the board shall, in addition, be the chief executive officer of the
corporation and shall have the powers and duties prescribed in paragraph (b), below.
(b) Executive director. Subject to such supervisory powers as may be given by the board of
directors to the chair of the board, if any, the executive director shall, subject to the control of the
board of directors, generally supervise, direct, and control the business and the officers of the
corporation. The executive director shall preside in the absence of the chair of the board, or if there
be none, at all meetings of the board of directors. The executive director shall have such other
powers and duties as may be prescribed by the board of directors or the bylaws.
(c) Vice presidents. In absence or disability of the executive director, the vice president, if
any, in order of their rank as fixed by the board of directors or, if not ranked, a vice president
designated by the board of directors, shall perform all the duties of the executive director, and when
so acting shall have all the powers of, and be subject to all the restrictions upon, the executive
director. The vice presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors or the chair of the
board.
(d) Secretary. The secretary shall attend to the following:
(i) Book of minutes. The secretary shall keep or cause to be kept, at the principal
executive office or, such other place as the board of directors may direct, a book of minutes of all
meetings and actions of directors and committees of directors, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice given, the names of those
present at such meetings, and the proceedings of such meetings.
(ii) Notices and other duties. The secretary shall give, or cause to be given, notice of
all meetings of the members and of the board of directors required by the bylaws to be given. The
secretary shall have such other powers and perform such other duties as may be prescribed by the
board of directors or the bylaws.
(e) Chief financial officer. The chief financial officer shall attend to the following:
(i) Book of account. The chief financial officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct books and records of accounts of the properties and
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Board of Directors
business transactions of the corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, retained earnings, and other matters customarily included in
financial statements. The books of account shall be open to inspection by any director at all
reasonable times.
(ii) Deposit and disbursement of money and valuables. The chief financial officer
shall deposit all money and other valuables in the name and to the credit of the corporation with
such depositories as may be designated by the board of directors; shall disburse the funds of the
corporation as may be ordered by the board of directors; shall render to the executive director and
directors, whenever they request it, an account of all of his transactions as chief financial officer and
of the financial condition of the corporation; and shall have other powers and perform such other
duties as may be prescribed by the board of directors or the bylaws.
(iii) Bond. If required by the board of directors, the chief financial officer shall give the
corporation a bond in the amount and with the surety or sureties specified by the board for faithful
performance of the duties of his office and for restoration to the corporation of all its books, papers,
vouchers, money, and other property of every kind in his possession or under his control on his
death, resignation, retirement, or removal from office.
ARTICLE VI
RECORDS AND REPORTS
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep:
(a) Adequate and correct books and records of account;
(b) Minutes in written form of the proceedings of its board and committees of the board.
All such records shall be kept at the corporation’s principal executive office, or if its
principal executive office is not in the State of California, at its principal business office in this state.
SECTION 2. INSPECTION BY DIRECTORS
Every director shall have the absolute right at any reasonable time to inspect all books
records, and documents of every kind and the physical properties of the corporation and each of its
subsidiary corporations. This inspection by a director may be made in person or by an agent or
attorney, and the right of inspection includes the right to copy and make extracts of documents.
SECTION 3. ANNUAL REPORT TO DIRECTORS
(a) Not later than 120 days after the close of the corporation’s fiscal year, the board shall
cause an annual report to be sent to the directors. Such report shall contain the following
information in reasonable detail:
(1) The assets and liabilities, including the trust funds, of the corporation as of the
end of the fiscal year.
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Board of Directors
(2) The principal changes in assets and liabilities, including trust funds, during the
fiscal year.
(3) The revenue or receipts of the corporation, both unrestricted and restricted to
particular purposes, for the fiscal year.
(4) The expenses or disbursements of the corporation, for both general and
restricted purposes, during the fiscal year.
(5) Any information required by Section 4 of this Article.
(b) The report required by this Section shall be accompanied by any report thereon of
independent accountants, or, if there is no such report, by the certificate of an authorized officer of
the corporation that such statements were prepared without audit from the books and records of the
corporation.
SECTION 4. ANNUAL STATEMENT OF CERTAIN TRANSACTIONS AND
INDEMNIFICATIONS
No later than 120 days after the close of the corporation’s fiscal year, the corporation shall
prepare and mail or deliver to each director a statement of the amount and circumstances of any
transaction of the following kind:
Any transaction(s) in which the corporation, its parent or its subsidiary was a party, and in
which either of the following had a direct or indirect financial interest:
(1) Any director or officer of the corporation, its parent or subsidiary (a mere common
directorship shall not be considered such an interest); or
(2) Any holder of more than 10% of the voting power of the corporation, its parent or its
subsidiary; if such transaction involved over $40,000, or was one of the number of transactions with
the same person involving, in the aggregate, over $40,000.
ARTICLE VII
FISCAL YEAR
The fiscal year of this corporation shall end on the 30th day of June of each year.
ARTICLE VIII
AMENDMENTS
Subject to the limitations set forth below, the board of directors may adopt, amend or repeal
bylaws. Such power is subject to the following limitation:
If any provision of these bylaws requires the vote of a larger proportion of the directors than
otherwise required by law, such provision may not be altered, amended or repealed except by vote
of such larger number of directors.
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HealthR IGHT
360
Boardof
Directors
M anual
2016
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Table of Contents
T heBoard……………………………………………………………………………………………………………………………Pg. 1
Board Member Job Description………………………………………………………………..………....Pgs. 2-4
FAQs: Board of Directors...................…………………………..................................…...Pg. 5
Being on the Board……………………………………………………………………………..…………..……Pg. 6
Standing Committees of the Board of Directors…………………………………………………..Pgs. 7-8
Board of Directors 2016 Calendar…………………………………………………..…………………….Pgs. 9-10
CharterDocum ents………………………………………………………………………………………..………………….Pg. 11
Articles of Incorporation…………………………………………………………………..…………………..Pgs. 12-69
501 c3 Tax Exemption Letter…………………………………………………………………………………Pgs. 70-71
Board O perations………………………………………………………………………………………………………………..Pg. 72
HealthRIGHT 360 Amended and Restated Bylaws………………………………………………...Pgs. 73-100
HealthRIGHT 360 Code of Conduct Policy………………………………………………………….……Pgs. 100-103
Whistleblower Protection Policy……………………………………………………………………….…….Pgs. 104-105
The Sarbanes-Oxley Act and Implications for Nonprofit Organizations………………..…Pgs. 106-116
HealthRIGHT 360 Conflict of Interest Policy……………………………………………..………………Pgs. 117-120
HealthRIGHT 360 Conflict of Interest Questionnaire………………………………………………..Pgs. 121-123
P rogram sand Events………………………………………………………………………………………………..…………….Pg. 124
HR360: History, Mission, and Vision………………………………………..………………………………..Pgs. 125-128
HealthRIGHT 360 2016 Events…………………………………………………………………………………….Pg. 129
FinanceS ection…………………………………………………………………………………………………………………………Pg. 130
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T heBoard
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Get better. Do better. Be better.
Board Member Job Description
Purpose:
The Board supports the mission and work of HealthRIGHT 360 and provides mission-based
leadership, strategic governance, and fiduciary oversight for the organization.
Responsibilities:
1. Engage in long-range organizational planning and strategic development
2. Review and approve annual budget, audit, and financial reports
3. Review organizational corporate compliance and risk management practices, as well as
quality improvement/outcome monitoring initiatives
4. Represent HR360 to stakeholders; acts as ambassador and advocate for the organization
5. Assist in the recruitment of new Board members
6. Select, evaluate, and review compensation for the CEO
7. Ensure that the organization has adequate resources by participating in fundraising
activities
8. Make a significant financial contribution to the organization
9. Review Board materials and attend and participate in monthly Board meetings
10. Participate in at least two Board subcommittees
Board terms:
1. Board members are elected by the Board to a 3-year term
2. Board members may be elected to no more than 2 consecutive Board terms
Board meetings and time commitment:
1. Board meetings occur monthly on the 4th Wednesday of each month from 6 pm – 8 pm.
Board subcommittees determine their own meeting schedules in accordance with the
applicable bylaw section; the exception is the Finance subcommittee which meets
monthly, one hour before the board meeting (5 pm)
2. Board members may miss no more than 4 meetings within a 12-month period
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3. Typical time commitment for a Board member averages 6-8 hours per month (Board
meetings, subcommittee meetings, prep, learning/advocacy/events)
Board Member Agreement:
As a Governing Board member of HealthRIGHT 360, I am fully committed to the mission and
have pledged to help carry it out. I understand that my duties and responsibilities, in
accordance with best practices, include the following:
1. I will be fiscally responsible, with other Board members, for this organization. I will know
what our budget is and take an active part in reviewing, approving, and monitoring the
budget.
2. I know my legal responsibilities for this organization as a member of the Board and will take
an active part in establishing and overseeing the organization’s policies and programs.
3. I will act in accordance with the bylaws and operating principles outlined in the manual and
understand that I am morally responsible, as a member of the Board, for the health and well
being of this organization.
4. I will actively participate in fundraising in whatever ways are best suited for me and agreed
on with those in charge of the organization’s fundraising. These may include individual
solicitations, undertaking special events, writing mail appeals, and the like. I am making a
good faith agreement to do my best and to help raise as much money as I can, and will give,
what is for me, a substantial annual financial donation.
5. I will actively promote HealthRIGHT 360 in the community and will encourage and support its
staff.
6. I understand that the Board meets monthly. I will prepare for and attend Board meetings, be
available for phone consultation, and serve on at least two committees as needed.
7. If I am not able to meet my obligations as a Board member, I will offer my resignation.
Director’s and Officer’s Insurance:
Directors and Officers are covered with a $3 Million aggregate limit for all board members with
a $25,000 deductible and an additional $500,000 in defense costs. Coverage is with Federal
Insurance Company and this is the recommended limit of coverage for non-profits.
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Important information:
HR360 is a Federally Qualified Health Center (FQHC), receiving federal funds to provide primary
medical care to indigent and disabled individuals. FQHC’s have heightened Board governance
and fiduciary responsibilities. These responsibilities are reflected in the above responsibilities,
terms and meeting commitments. Additionally, the federal centers for Medicare/Medicaid
(CMS) require that the FQHC collect confidential personal information (i.e. date of birth,
address, and social security number) from its board members to be kept on file with CMS.
I acknowledge that I have read and understand the above job description. I understand that no
quotas are being set and that no rigid standards of measurement and achievement are being
formed, and trust that all Board members will carry out the above agreements to the best of our
ability.
Signed ________________________________ Date _____________________
Board Member
Signed ________________________________ Date _____________________
Board Chair
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1735 Mission Street, Suite 2001 San Francisco California 94103 415.762.3700 www.healthRIGHT360.org
FAQs: BOARD OF DIRECTORS 2016
When are the board meetings?Board meetings are held every month, on the fourth Wednesday. (November and
December meetings will be scheduled in late Fall to make adjustments for the holidays.) Meetings begin at 6 p.m. and are two
hours long although there have been times when they run over slightly. A board packet is sent to you via email in advance of
the meeting and there are hard copies available for you on site. There is a light dinner provided.
Where are the meetings located? The meetings are held at 1735 Mission Street, (corner of Erie between 13/14th Street)
in the 2nd floor conference room. The best way to gain access is to enter the building via the back packing lot, and take either
elevator up to the 2nd floor. You can also enter through the Clinic’s Mission Street entrance and staff will assist you.
Any special parking / transportation instructions? The parking lot behind the building (access via Erie Street) is has
valet available for board parking, free of charge. Alternatively, Mission Street parking is relatively easy at this time, and the
meters end at 6 p.m. If you arrive early, bring a few quarters to guarantee that you don’t get a ticket. If you are taking public
transportation, the Mission and 16th BART station is three blocks from the building.
What if I can’t attend in person? Work travel and family commitments sometime necessitate that members miss a
meeting, and we are now branching out throughout the state to locate board members who live and work in Central and
Southern California. We strive for 100% board attendance at all meetings, but at the bare minimum, we must have 50% +1
members for a quorum. If you need to call-in to the meeting, the number is 877-860-3058 and the access code is 836971#.
This number allows for audio involvement only. Additionally, 20 minutes prior to the start of the meeting, we send out a video
conference link. This is preferable, as it allows for all participants to see each other, and for projection of all materials.
Who should I contact? Of course, Dr. Vitka Eisen is always available to you. Her office number is 415-762-1558 and her
personal cell is 415-652-3547. Two staff members are also always available for you. Michelle Seidman, Special Assistant to Dr.
Eisen and board liaison, can be reached at 415-361-5102 (office) or 415-948-3203 (cell). Jeff Schindler, Director of
Advancement, is the additional contact, and can be reached at 415-762-3703 (office) and 415-572-0660 (cell).
What are the expectations of board membership?
Board members attend monthly board meetings;
Board members review, approve and monitor the budget;
Board members establish and oversee the policies and programs;
Board members act in accordance with the bylaws and operating principles of the organization and understand the
moral responsibilities for the health and well-being of the organization;
Board members actively participate in the fundraising goals of the organization and make, what is for you, a
significant donation;
Board members act as ambassadors and promote the organization in the community.
Board members agree to become a consumer of a HealthRIGHT 360 clinic, which means two primary care visits a year
Beyond the board meetings, what other meetings are scheduled? We are respectful of your time and make all
meetings meaningful. In addition to the monthly board meetings, we ask that members be involved in at least one (but
preferably two) of the eight committees of the board. Some of the committees meet monthly, some quarterly, and others are
scheduled as needed. Finance and Development committees meet monthly. There is the attempt to book committee
meetings in week two or three of the month so a current report can be delivered to the full board.
What are the committees and how are members selected? The committees of the Board of Directors are as
follows: Finance | Development | Audit-Corporate Compliance | Governance-Nominating | Human Relations & Compensation |
Executive | CQI (Quality Improvement) | Ad Hoc (currently: Capital Campaign and FQHC Application ).
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1735 Mission Street, Suite 2050 San Francisco California 94103 415.762.3700 www.healthRIGHT360.org
“HealthRIGHT 360 gives hope, builds health, and changes lives for people in need.
We do this by providing compassionate, integrated care that includes primary
medical, mental health, and substance use disorder treatment.”
Being on the Board
HealthRIGHT 360 has evolved over the last few years, keeping pace with changes in healthcare
reform and ensuring that we are able to continue to provide care those in our community who
are most marginalized and underserved. Recently, that has meant mergers with several
organizations, whose missions align with the mission of HR360, and who often serve specialized
populations (Asian Pacific Islander, LGTBQ, the homeless, women with children, and ex-
offenders). We are proud to have become a family of programs that continues to offer
individualized care that is culturally competent. It is our strong desire that the board reflects
the diversity of the populations we serve, and advocates for the work of the mission through
their outreach, expertise and personal contributions to HealthRIGHT 360. Enclosed you will find
information about our many programs, an outline of the roles and responsibilities being on the
board entails, and information about both the members of the current board, as well as the
leadership team of HR360.
If you are interested in learning more about board membership, please call Jeff Schindler,
Director of Advancement. He can be reached at: 415-762-3703 (office) or 415-572-0660 (cell) or
at jschindler@healthright360.org.
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Standing Committees of the Board of Directors
Executive Committee: The Executive Committee shall be composed of the Board Chair,
Vice Chair, Secretary and Chair of the Finance Committee. . Meetings are held when the
Board Chair determines that the business of the Board cannot practically be conducted
by the full Board.
Finance Committee: The Finance Committee shall review the financial operations and
financial reporting of the Corporation, and make recommendations to the Board as
necessary. The Committee shall be comprised of at least three Governing Directors.
The Finance Committee shall meet monthly.
Development Committee: The Development Committee shall oversee the development
activities of the corporation and board itself; and develop methods and programs for
generating gifts, grants and donations. The Committee is charged with developing
methods for increasing the visibility of HR360. Committee shall meet with “reasonable
frequency” as determined by Chair of the Committee.
Governance/Nominating Committee: The Governance Committee is charged with
identifying and recommending names for vacancies and for officers of the Corporation,
and creates a program for team building and retention. The Committee evaluates new
candidates and current Directors, and annually reviews the skills and characteristics
required of nominees in the context of current board composition. The Committee
recommends orientation and continuing education programs to assist directors in skill
and knowledge development. The Committee shall be comprised of at least two
Directors.
Audit / Compliance Committee: The Audit /Compliance Committee shall have the
responsibility to make recommendations to the Board for the appointment of the
Corporation’s auditors. The Committee monitors the activities of the auditors and
compliance with such policies. The Committee reviews the audit and makes its
recommendation to the full board. The Committee is also charged with oversight as to
management’s implementation of actions responsive to suggestions identified by
auditors. Membership consists of Chair of Finance Committee, and three other
committee members. The Committee Chair may not be the Finance Committee Chair,
and this committee may not have more than half its members drawn from the Finance
Committee. The Committee will oversee all federal contracts to insure that we are in
complete compliance of the law.
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Human Resources and Compensation Committee: The HR/Compensation Committee
is charged with review and compensation of the CEO, CFO and other officers
determined appropriate, annually or when modification is needed. The Committee
evaluates the performance, and uses analysis of comparative data. At the request of
the CEO or Governing Board, the HR Committee shall review any issue involving staff
compensation, performance, policies and benefits. The Committee consists of three
Governing Directors.
Quality Assurance Committee: The QA Committee evaluates medical and behavioral
health activities, including service utilization patterns, productivity, patient and client
satisfaction, achievement of program objectives, and developing a process of resolving
patient grievances. The Committee shall be comprised of at least two Governing
Directors.
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BOARD OF DIRECTORS – MEETING DATES
2016
Note: Special meeting dates are highlighted
DAY MONTH TIME COMMITTEE MEETINGS TRAININGS/REPORTS HR360 Requirements
Wednesday January
27th 6:00pm – 8:00pm Development Research Findings/Data Report
(Scott)
Get all board
paperwork/forms (COI,
etc.) (Michelle)
Sliding Fee Scale
approval (David/Ana)
Wednesday
February
24th 6:00pm – 8:00pm CQI Finance Training 101 (David)
Wednesday March
30th 6:00pm – 8:00pm Ad Hoc Retreat Committee
Cultural Competency
Training
–
Asian Pacific Islander Population
(presenter TBD)
Wednesday April 27th
6:00pm
–
8:00pm
(Sunshine Mtg.) Audit & Compliance ClinicQI Report (Jack and Ana)
Sunshine meeting
(Michelle)
Saturday April –
TBD
9:00am – 5:00pm
(annual retreat)
Wednesday May 25th 6:00pm – 8:00pm HR & Compensation Human Resources Report
(litigation, employee satisfaction,
benefits, etc.) (Leo)
P&P approvals
, clinic
credentialing policy and
clinic hours & scope of
services (Denise/Ana)
Wednesday June 22nd 6:00pm – 8:00pm Governance & Nomination
Treatment Approaches throughout
the years and Emerging Trends in
Substance Use and Mental Health
Treatment
Wednesday
July 27th
6:00pm
–
8:00pm
CQI Healthcare Policy and Reform
Strategic Plan approval
(not every year; Vitka)
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Wednesday August
24th 6:00pm – 8:00pm Audit & Compliance (pre-audit) Addiction and the Brain Budget Approval
(David)
Wednesday
September
28th 6:00pm – 8:00pm Development
Compliance Report (Denise
Williams)
Annual Compliance
Report (Denise)
Wednesday October
26th
6:00pm – 8:00pm
(Sunshine Mtg.)
CQI
HR & Compensation (Annual
CEO eval) Medication Assisted Treatment
Sunshine meeting
(Michelle)
Board Training
Interests for 2016
Wednesday November
– TBD 6:00pm – 8:00pm
Audit and Compliance
(post
-
audit) Branding and marketing for non-
profits
Vote for Board Officer
Positions; Committee
Chairs
Wednesday
December
– TBD 6:00pm – 8:00pm
Governance & Nomination
Community Advisory Council
Presentation (Katie Best)
Finance Committee and Executive Committee meet every month, prior to board meeting
HR360 – Every month Collect new MOUs and list of new staff who require credentialing; provide to CQI Committee
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Board
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AMENDED AND RESTATED
BYLAWS
of
HEALTHRIGHT 360,
A California Nonprofit Public Benefit Corporation
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TABLE OF CONTENTS
Page
ARTICLE I CORPORATE NAME ............................................................................... 1
ARTICLE II OFFICES.................................................................................................... 1
ARTICLE III MEMBERS ................................................................................................ 1
ARTICLE IV BOARD OF DIRECTORS ........................................................................ 1
SECTION 1 GOVERNING BOARD. ............................................................................ 1
SECTION 2 NUMBER AND TENURE. ....................................................................... 1
SECTION 3 GENERAL CORPORATE POWERS. ...................................................... 3
SECTION 4 SPECIFIC CORPORATE POWERS. ....................................................... 3
SECTION 5 SPECIFIC RESPONSIBILITIES. ............................................................. 3
SECTION 6 NOMINATION AND ELECTION TO THE GOVERNING
BOARD...................................................................................................... 4
SECTION 7 QUORUM. ................................................................................................. 4
SECTION 8 ANNUAL AND REGULAR MEETINGS. ............................................... 5
SECTION 9 SPECIAL MEETINGS. ............................................................................. 5
SECTION 10 PUBLIC ACCESS TO MEETINGS. ......................................................... 5
(A) Nonprofit Public Access Ordinance ........................................................... 5
(B) Public Meetings ......................................................................................... 6
(C) Closing a Public Meeting ........................................................................... 6
(D) Public Comment at Public Meetings.......................................................... 6
(E) Notice of a Public Meeting ........................................................................ 6
SECTION 11 NOTICE OF SPECIAL MEETINGS. ....................................................... 7
SECTION 12 WAIVER OF NOTICE. ............................................................................. 7
SECTION 13 AGENDA AND MINUTES. ..................................................................... 7
SECTION 14 MEETINGS BY TELEPHONE OR OTHER
TELECOMMUNICATIONS EQUIPMENT............................................. 7
SECTION 15 ACTION WITHOUT MEETING. ............................................................. 8
SECTION 16 GOVERNING DIRECTOR LEAVE OF ABSENCE. .............................. 8
SECTION 17 REMOVAL. ............................................................................................... 8
SECTION 18 RESIGNATION OF DIRECTORS. .......................................................... 8
SECTION 19 VACANCIES. ............................................................................................ 9
SECTION 20 RESTRICTION ON INTERESTED PERSONS AS DIRECTORS. ......... 9
SECTION 21 COMPENSATION. ................................................................................... 9
ARTICLE V OFFICERS ............................................................................................... 10
SECTION 1 OFFICERS. .............................................................................................. 10
SECTION 2 NOMINATION, ELECTION AND TERM OF OFFICE. ...................... 10
SECTION 3 REMOVAL. ............................................................................................. 10
SECTION 4 OFFICER RESIGNATION. .................................................................... 10
SECTION 5 VACANCIES. .......................................................................................... 10
SECTION 6 CHAIR OF THE BOARD. ...................................................................... 11
SECTION 7 VICE CHAIR OF THE BOARD. ............................................................ 11
SECTION 8 CHIEF EXECUTIVE OFFICER. ............................................................ 11
SECTION 9 CHIEF FINANCIAL OFFICER. ............................................................. 11
SECTION 10 SECRETARY. ......................................................................................... 12
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TABLE OF CONTENTS
(continued) Page
ARTICLE VI COMMITTEES........................................................................................ 12
SECTION 1 BOARD COMMITTEES ........................................................................ 13
SECTION 2 EXECUTIVE COMMITTEE .................................................................. 13
SECTION 3 ADVISORY COMMITTEES .................................................................. 13
SECTION 4 STANDING ADVISORY COMMITTEES ............................................ 14
(A) Finance Committee .................................................................................. 14
(B) Development Committee ......................................................................... 14
(C) Governance and Nominating Committee................................................. 14
(D) Audit and Compliance Committee........................................................... 15
(E) Human Resources and Compensation Committee ................................... 16
(F) Quality Assurance Committee ................................................................. 16
SECTION 5 TERM OF OFFICE.................................................................................. 16
SECTION 6 COMMITTEE RULES. ........................................................................... 17
ARTICLE VII INDEMNIFICATION.............................................................................. 17
SECTION 1 DEFINITIONS ......................................................................................... 17
SECTION 2 INDEMNIFICATION IN ACTIONS BY THIRD PARTIES ................. 17
SECTION 3 INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF
THIS CORPORATION ........................................................................... 17
SECTION 4 INDEMNIFICATION AGAINST EXPENSES ...................................... 18
SECTION 5 REQUIRED DETERMINATIONS ......................................................... 18
SECTION 6 ADVANCE OF EXPENSES ................................................................... 18
SECTION 7 OTHER INDEMNIFICATION ............................................................... 19
SECTION 8 FORMS OF INDEMNIFICATION NOT PERMITTED ........................ 19
SECTION 9 INSURANCE ........................................................................................... 19
ARTICLE VIII OTHER PROVISIONS ............................................................................ 19
SECTION 1 FISCAL YEAR ........................................................................................ 19
SECTION 2 ANNUAL REPORTS TO DIRECTORS................................................. 19
SECTION 3 REQUIRED FINANCIAL AUDITS ....................................................... 20
SECTION 4 MAINTENANCE OF CORPORATE RECORDS .................................. 21
SECTION 5 ELECTRONIC TRANSMISSIONS. ....................................................... 21
SECTION 6 EXECUTION OF INSTRUMENTS........................................................ 21
SECTION 7 CONFLICT OF INTEREST POLICY..................................................... 21
SECTION 8 REPRESENTATION OF SHARES OF OTHER
CORPORATIONS ................................................................................... 23
SECTION 9 CONSTRUCTION AND DEFINITIONS ............................................... 24
SECTION 10 AMENDMENTS ..................................................................................... 24
SECTION 11 GOVERNING LAW ................................................................................ 24
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1
ARTICLE I
CORPORATE NAME
The name of this corporation is HealthRIGHT 360, a California nonprofit public benefit
corporation (this “Corporation”).
ARTICLE II
OFFICES
The principal office of this Corporation for the transaction of the activities and affairs of
this Corporation is located at 1735 Mission Street, San Francisco, California 94103. This
Corporation may establish branch or subordinate offices, either within or without the City of San
Francisco, State of California, as the Governing Board (the “Board”) may determine or as the
affairs of this Corporation may require. The Governing Board may change the location of the
principal office. Any such change of the location of the principal office must be noted by the
Secretary on these Bylaws opposite this Article; alternatively, this Article may be amended to
state the new location.
ARTICLE III
MEMBERS
This Corporation shall have no voting members, including the Chief Executive Officer,
as defined by Section 5056 of the California Corporations Code (the “Corporations Code”). All
powers that might otherwise be delegated to members shall be held by the Governing Board as
hereinafter set forth. In its discretion, the Governing Board may admit individuals to one (1) or
more classes of nonvoting members; and such nonvoting members shall have such rights and
obligations as the Governing Board determines appropriate.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1 GOVERNING BOARD
The affairs of this Corporation shall be managed by the Board of Directors (the
“Governing Board” or “Board”). The members of the Governing Board (the “Governing
Directors” or “Directors”) shall constitute the Board of Directors within the meaning of
Corporations Code Section 5210 and shall at all times conduct themselves in compliance with
the duties of directors as set forth in Corporations Code Section 5230 et seq. All matters
requiring a vote of the Board of Directors shall be voted on by the Governing Directors only.
The Governing Board shall have general and specific corporate powers.
SECTION 2 – NUMBER, TENURE & QUALIFICATIONS
(A) Number and Tenure
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2
There shall be between nine (9) and twenty-five (25) voting members of the Board, with
the exact authorized number of Directors to be fixed from time to time by resolution of the
Governing Board. Governing Directors shall serve for terms of three (3) years, and the
Governing Board shall by resolution provide a method for staggering terms whereby
approximately one-third (1/3) of the Directors are to be elected in each calendar year. A
Governing Director may be elected to a short term of less than three (3) years in order to meet
the staggered terms objective, and any such short term shall not be counted as a term for
purposes of the term limitation set forth in this section.
Except in those instances where a Governing Director may first be elected to fill a
vacancy on the Governing Board and serve the remainder of the term if office of a Governing
Director who has resigned or been removed from the Governing Board, no Director shall serve
more than two (2) consecutive three (3) year terms on the Governing Board. After a Governing
Director has been elected to two (2) full consecutive three (3) year terms on the Governing
Board, the Director shall not be eligible to be elected to the Governing Board until a period of
one (1) year has passed following the completion of the second term to which the Director has
been elected.
(B) Member Qualifications
The voting membership of the Governing Board shall consist of Consumer Members and
Community Members, as outlined by this sub-section:
(1) Consumer Members
51% or more of the voting members of the Governing Board shall be individuals who are
served by the Corporation (the “Consumer Members”). The Consumer Members shall be
reasonably representative of the geographical areas served by the Corporation and, as a group,
shall represent the patient or client population in terms of demographic factors such as ethnicity,
location of residence, race and gender, the corporation serves. The consumer member may also
be a patient who is a member of a special population, or may be an advocate who has personally
experienced being a member of, represent, have expertise in, or work closely with the special
population.
(2) Community Members
The remaining voting members of the Governing Board (the “Community Members”)
shall have a commitment to the populations that utilize services and the special needs of those
populations, and they shall possess expertise in community affairs, local government, finance
and banking, legal affairs, trade unions, community service agencies, and/or other commercial or
industrial concerns. No more than one-half (50%) of these Community Members may derive
more than ten percent (10%) of their annual income from the health care industry.
(3) Modification to Consumer and Community Membership Numbers
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The Board composition requirements of (a) and (b) above shall not apply if, and to the
extent that, the United States Secretary of Health and Human Services authorizes a waiver
relating to such composition. In the event that the Corporation receives such a waiver either
directly or as a sub-recipient, the Board will insure target population representation through
target population members and/or target population advocates, and establish policies for
receiving target population input.
SECTION 3 GENERAL CORPORATE POWERS
Subject to the provisions of the Articles of Incorporation of this Corporation, the
Corporations Code and any other applicable laws, and any limitations in the Articles of
Incorporation of this Corporation and these Bylaws, as may be amended from time to time, the
business and affairs of this Corporation shall be managed, and all corporate powers of this
Corporation shall be exercised by the Governing Board. The Governing Board may delegate the
management of the activities of this Corporation to any person or persons, management company
or committee however composed, provided that the activities and affairs of this Corporation shall
be managed and all corporate powers shall be exercised under the ultimate direction of the
Governing Board.
SECTION 4 SPECIFIC CORPORATE POWERS
Without prejudice to the foregoing general corporate powers, and subject to the same
limitations, the Governing Board shall have the specific power to:
(a) Select and remove any Governing Director.
(b) Appoint and remove, at the pleasure of the Governing Board, all corporate
officers, agents and employees; prescribe powers and duties for them as consistent with the law,
the Articles of Incorporation, and these Bylaws; fix their compensation; and require from them
security for faithful service.
(c) Change the location of the principal executive office; cause this Corporation to be
qualified to do business in any other state, territory, dependency or country and conduct business
within or outside the State of California.
(d) Borrow money and incur indebtedness on behalf of this Corporation and cause to
be executed and delivered bonds, debentures, loan agreements, lines of credit, deeds of trust,
mortgages, pledges, hypothecation and other evidences of debt and securities.
(e) Adopt, make and use a corporate seal, if required; and alter the form of the seal
and certificate.
SECTION 5 SPECIFIC RESPONSIBILITIES
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Subject to any restrictions or limitations imposed by law, by the Articles of Incorporation, or by
these Bylaws, the authority of the Corporation is vested in the Governing Board of Directors who
shall have powers that include but are not limited to:
(a) Holding monthly meetings;
(b) Approval of the health center grant application and budget;
(c) Selection/dismissal and performance evaluation of the CEO;
(d) Selection and scope of services to be provided;
(e) Selection of the locations and hours of operations;
(f) Measuring and evaluating the organization’s progress in meeting its annual and long-
term programmatic and financial goals and developing plans for the long-range viability
of the organization by engaging in strategic planning, ongoing review of the
organization’s mission and bylaws, evaluating patient satisfaction and quality of care
objectives and monitoring organizational assets and performance; and
(g) Establishment of general policies for the Corporation, including the following personnel
and financial policies:
(i) Establishing personnel policies and procedures, including selection and dismissal
procedures, salary and benefit scales, employee grievance procedures and equal
opportunity practices; and
(ii) Adopting policies for financial management practices, including a system to
assure accountability for the Corporations resources, approval of agency audit,
and eligibility for services including criteria for sliding and nominal fee payment
schedules.
(h) Assuring that the Corporation is operated in compliance with applicable Federal, State
and local laws and regulations.
(i) Approve the annual health center/organizations budget and audit.
SECTION 6 NOMINATION AND ELECTION TO THE GOVERNING BOARD
Before a meeting to elect a Governing Director, the Governance and Nominating
Committee shall propose nominees to fill vacancies on the Governing Board that either then exist
or will occur. With the advice of the Governance and Nominating Committee, the Board shall
adopt procedures by which members of the public and persons who are expected beneficiaries of
this Corporation’s programs may nominate candidates for election to the Board. In accordance
with the San Francisco Nonprofit Public Access Ordinance, the Corporation shall make good-
faith efforts designed to promote the membership on the Governing Board of at least one person
who is a recipient of the goods or services that the Corporation provides, or the recipient of like
goods or services provided by another nonprofit organization.
The Governing Board shall elect successor Directors from among the nominees proposed
either by the Governance and Nominating Committee, the Governing Directors, or the public.
SECTION 7 QUORUM
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A majority of the total number of Governing Directors then in office shall constitute a
quorum. Subject to the Corporations Code, the Articles of Incorporation and these Bylaws, every
act or decision done or made by a majority of the Governing Directors present, at a meeting duly
held at which a quorum of Governing Directors is present, shall be the act of the Governing
Board. A meeting at which a quorum of Governing Directors is initially present may continue to
transact business notwithstanding the withdrawal of some of the Governing Directors, if any
action taken is approved by at least a majority of the required quorum for such meeting.
The following paragraphs in this section describe areas where a number of Governing
Directors greater than a majority of a quorum is required in order to have the act or decision be
an act of the Governing Board.
As described by the Corporations Code, the following areas require the vote of a majority
of directors then in office: (i) appointments to Board Committees; (ii) removal of directors
without cause; (iii) “self-dealing” transactions; (iv) transactions between corporations having
common directorships; (v) compensation of officers; and (vi) indemnification of corporate
agents.
Per these Bylaws, a two-thirds (2/3) majority vote of the Governing Directors present at a
meeting duly held at which a quorum is present shall be required to remove any officer.
Per these Bylaws, appointments to any board Committee shall be by a majority vote of
the Governing Directors then in office.
Per these Bylaws, amendments to these Bylaws shall be by a majority vote of the
Governing Directors then in office.
SECTION 8 ANNUAL AND REGULAR MEETINGS
The annual meeting of the Governing Board shall be held at a time and place designated
by the Governing Board. Generally, annual meetings are anticipated to occur in November, but
the Board may designate another regular meeting as the annual meeting if appropriate. Regular
meetings shall be held monthly at a time and place designated by the Governing Board. The
regular meetings of the Governing Board shall be held at the principal offices of this Corporation
or at such other location as may be designated by the Chair of the Board. The Governing Board
may provide by resolution the time and place, either within or without the State of California, for
the holding of additional special meetings of the Governing Board. The Governing Board may,
at its discretion, invite any person to attend any meeting of the Board.
SECTION 9 SPECIAL MEETINGS
Special meetings of the Governing Board may be called by the Chair of the Board or
Vice Chair of the Board, the President, the Secretary or by any two Governing Directors then in
office and noticed in accordance with the provisions of these Bylaws. The person or persons
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authorized to call special meetings of the Board may fix any place within the State of California
for holding any special meeting of the Board called by them.
SECTION 10 PUBLIC ACCESS TO MEETINGS
(A) Nonprofit Public Access Ordinance
In any year where this Corporation receives a cumulative total of at least $250,000 in
funds provided by or administered by the City and County of San Francisco (the “City”), this
Corporation shall comply with San Francisco Administrative Code Section 12L, the Nonprofit
Public Access Ordinance (the “Ordinance”), as it may be amended from time to time.
(B) Public Meetings
If the Ordinance applies, this Corporation shall designate and hold at least two (2)
designated public meetings per year (a “Public Meeting” or the “Public Meetings”). Issues
addressed by the Governing Board at Public Meetings shall be of approximately the same
general nature and significance to this Corporation as issues typically addressed by the
Governing Board at its other meetings. These issues may include adoption of the Corporation’s
budget, nominations to the Governing Board, and evaluation of the Corporation’s contract(s)
with the City. During at least one Public Meeting, the public shall have an opportunity to
address the Governing Directors about membership on the Governing Board and to propose
candidates for the Governing Board.
(C) Closing a Public Meeting
The Governing Board may choose to close a portion of any Public Meeting in the
following circumstances: (i) when the Governing Board is discussing matters pertaining to
recipients of services from the Corporation or pertaining to donors to the Corporation when the
discussion would necessarily reveal the identity of clients or donors; (ii) when the Governing
Board is discussing any matters pertaining to litigation; real estate negotiations; employment,
evaluation of performance, dismissal of an employee or other personnel matters; labor
negotiations; review of complaints or charges against an employee of the Corporation; attorney-
client privileged information; or information which constitutes trade secrets; (iii) where state or
federal law would prohibit public access; or (iv) under any other circumstance where the City
Board of Supervisors has approved the closing of a portion of a Public Meeting.
(D) Public Comment at Public Meetings
At every Public Meeting, the public shall have an opportunity to directly address the
Governing Board on any item of interest to the public relating to the operations of or services
provided by the Corporation. At any Public Meeting, the Governing Board may adopt
reasonable procedures to insure that the intent of this Section is carried out, provided that the
Governing Board allows for at least thirty (30) minutes of public comment at each Public
Meeting.
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(E) Notice of a Public Meeting
At least thirty (30) days in advance of any Public Meeting, the Governing Board shall
provide a written notice of the date, time and location of the Public Meeting to (i) the Clerk of
the City Board of Supervisors and (ii) the San Francisco Main Library Government Information
Center. In addition, upon inquiry by a member of the public, the Corporation shall disclose the
date, time and location of any Public Meeting.
SECTION 11 NOTICE OF SPECIAL MEETINGS
Notice of the time and place of any special meetings of the Governing Board shall be
given to each Governing Director by (i) personal delivery of written notice; (ii) first-class mail,
postage prepaid; (iii) telephone, including a voice messaging system or other system technology
designed to record and communicate messages, or (iv) by electronic transmission (as such term
is defined in Corporations Code Section 20) either directly to the Governing Directors or to a
person at the applicable Governing Director’s office who would reasonably be expected to
communicate that notice promptly to the Governing Director. All such notices shall be given or
sent to the Governing Directors’ street address, telephone number, facsimile number, or
electronic mail (email) address as shown on this Corporation’s records. Notices sent by first-
class mail shall be deposited in the United States Mail at least four (4) days before the time set
for the special meeting. Notices given by personal delivery, telephone or electronic transmission
shall be delivered, telephoned, emailed or sent, respectively, at least forty-eight (48) hours before
the time set for the special meeting. The notice shall state the time of the meeting and the place,
if the place is other than this Corporation’s principal office. The notice need not specify the
purpose of the special meeting.
SECTION 12 WAIVER OF NOTICE
Notice of a meeting need not be given to any Governing Director who, either before or
after the meeting, signs a Waiver of Notice, a written consent to the holding of the meeting, or an
approval of the minutes at the meeting. The Waiver of Notice or consent need not specify the
purposes of the meeting. All waivers, consents and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting. Notice of the meeting need not be given to
any Governing Director who attends the meeting and who before or at the beginning of the
meeting, does not protest the lack of notice to him or her.
SECTION 13 AGENDA AND MINUTES
At least three (3) business days prior to any regular meeting of the Governing Board, the
Chair of the Board shall distribute to all Governing Directors a draft agenda for the meeting. The
agenda shall include, among other things, action to be taken for each agenda item. Also, by such
date, the Chair of the Board shall distribute minutes for the previous Board meeting for approval
at the upcoming meeting.
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SECTION 14 MEETINGS BY TELEPHONE OR OTHER
TELECOMMUNICATIONS EQUIPMENT
Any meeting of the Governing Board may be held by conference telephone, video screen
communication, or other communication equipment. Participation in a meeting of the Governing
Board shall constitute presence in person at the meeting if both the following apply: (i) each
Governing Director participating in the meeting can communicate concurrently with the other
Governing Directors; and (ii) each Governing Director is provided the means of participating in
all matters before the Governing Board including the capacity to propose or to interpose an
objection to a specific action to be taken by this Corporation.
SECTION 15 ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Governing Board may be taken
without a meeting if all Governing Directors individually or collectively consent in writing to
such action. For purposes of this Section, “all Governing Directors” does not include an
“interested director” as defined in Section 5233 of the Corporations Code or a “common
director” as defined in Section 5234 of the Corporations Code, and such Director abstains in
writing in accordance with the provisions of Section 5211(b) of the Corporations Code. Such
written consent or consents, together with any abstentions, shall be filed with the minutes of the
proceedings of the Board. Such action by written consent shall have the same force and effect as
any other validly approved Board action.
SECTION 16 GOVERNING DIRECTOR LEAVE OF ABSENCE
Any Governing Director in good standing, with tenure of three (3) or more months, may
request a leave of absence from the Governing Board for a period of up to six (6) months. The
request must be made in writing to the Chair of the Board or Vice Chair of the Board as soon as
the Director becomes aware of the need for the leave of absence.
Upon receiving the request, the Governing Board will review the request at its next
meeting and will vote on whether to grant the leave of absence or deny the request. The
Governing Board may grant or not grant the request in its sole discretion, based on the needs of
this Corporation and the Board at that time. No more than three (3) Governing Directors may be
granted leave during the same period of time. The Board will not consider granting a leave of
absence if doing so would reduce the number of Governing Directors below the requisite
minimum of nine (9). If the leave is granted, the Director will be removed from the Governing
Board for the period requested, and will be reinstated to the Governing Board at the conclusion
of the leave. The leave will not extend the Governing Director’s term of service.
SECTION 17 REMOVAL
Any Governing Director may be removed with or without cause by the vote of the
majority of the Governing Directors then in office.
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Regular attendance at meetings is expected of all Governing Directors. Upon a finding
by a vote of the Governing Board at any meeting that a Governing Director within any twelve
(12) month period has missed four (4) or more of the regularly scheduled meetings of the Board,
such Director shall be subject to removal from the Board in accordance with this Section.
SECTION 18 RESIGNATION OF DIRECTORS
Any Governing Director may resign by giving written notice to the Chair of the Board or
to the President or the Secretary. The resignation shall be effective when the notice is given
unless it specifies a later time for the resignation to become effective. If a Governing Director’s
resignation is effective at a later time, the Governing Board may elect a successor to take office
as of the date when the resignation becomes effective.
SECTION 19 VACANCIES
A vacancy shall be deemed to exist on the Board in the event that the actual number of
directors is less than the authorized number for any reason. At any meeting of the Governing
Board, one (1) or more persons may be nominated to fill vacant positions on the Governing
Board. From the persons so nominated, the vacant position or positions may be filled for the
unexpired portion of the term by vote of the Governing Board. If the number of Governing
Directors then in office is less than a quorum, the vacancy may be filled by (i) the unanimous
written consent of the Governing Directors then in office; (ii) the affirmative vote of a majority
of the Governing Directors then in office at a meeting of the Board held according to notice or
waivers of notice complying with Corporations Code Section 5211; or (iii) a sole remaining
Governing Director.
SECTION 20 RESTRICTION ON INTERESTED PERSONS AS DIRECTORS
Pursuant to Title 42, Part 51c.304 of the Code of Federal Regulations, no Governing
Director shall be an employee of this Corporation, or spouse or child, parent, brother or sister by
blood or marriage of such employee. No more than twenty-five percent (25%) of the Governing
Directors then serving may derive more than ten percent (10%) of their annual income from a
source which is connected with or otherwise involved in the health care industry.
Pursuant to Section 5227 of the Corporations Code, at all times, not more than 49% of the
Governing Directors of this Corporation may be interested persons. An interested person means
either:
(a) any person currently being compensated by this Corporation for services
rendered to it within the previous twelve months, whether as a full-time or part-time employee,
independent contractor, or otherwise, excluding any reasonable compensation paid to a
Governing Director in his or her capacity as director; or
(b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-
law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
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SECTION 21 COMPENSATION
No Governing Director shall be entitled to receive compensation for his services as a
director. By resolution of the Governing Board, this Corporation may authorize the advance or
reimbursement to a director of actual reasonable expenses incurred in carrying out his duties as a
director.
ARTICLE V
OFFICERS
SECTION 1 OFFICERS
The officers of this Corporation shall be the Chair of the Board, Vice Chair of the Board,
Chief Executive Officer (who shall also be known as the President), Secretary and Chief
Financial Officer. The Governing Board may elect such other officers as it shall deem
necessary. Any number of offices may be held by the same person, except that neither the
Secretary nor the Chief Financial Officer may serve concurrently as either the Chief Executive
Officer/President, the Chair of the Board or the Vice Chair of the Board.
SECTION 2 NOMINATION, ELECTION AND TERM OF OFFICE
Before a meeting to elect officers, the Governance and Nominating Committee shall
propose names for election of the officer positions.
The Governing Board shall elect the officers of this Corporation at its annual meeting. If
the election of officers shall not be held at the annual meeting, such election shall be held as soon
thereafter as is convenient. Notwithstanding the foregoing, at any meeting of the Board, any
Governing Director may nominate one (1) or more persons to fill any officer positions that have
or will become vacant, or for the next regular term of office. Officers shall hold office until their
successors shall have been duly elected.
The Chair of the Board, the Vice Chair of the Board and the Secretary shall not serve
more than three (3) consecutive one (1) year terms in the same office.
SECTION 3 REMOVAL
Subject to the rights, if any, of an officer under any contract of employment, any officer
may be removed by the Governing Board with or without cause. A two-thirds (2/3) majority
vote of the Governing Directors present at a meeting duly held at which a quorum is present shall
be required to remove any officer.
SECTION 4 OFFICER RESIGNATION
Any officer may resign at any time by giving written notice to the Board. The
resignation shall take effect on the date the notice is received or at any later time specified in the
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notice. Unless specified in the notice, the resignation need not be accepted to be effective. Any
resignation shall be without prejudice to any rights of this Corporation under any contract to
which the officer is a party.
SECTION 5 VACANCIES
Any vacancy in any office because of death, resignation, removal, disqualification, or
otherwise, may be filled by the Governing Board for the unexpired portion of the term.
SECTION 6 CHAIR OF THE BOARD
The Chair of the Board shall preside at meetings of the Board and shall exercise and
perform such other powers and duties as the Governing Board may assign from time to time. If
the Chair of the Board is unable to attend any Board meeting, a Vice Chair of the Board shall be
designated as the Acting Chair. If the Chair of the Board and the Vice Chair of the Board are
unable to attend any Board meeting, the Chair of the Finance Committee shall be designated as
the Acting Chair. In the event the Chair of the Board, the Vice Chair of the Board, and the Chair
of the Finance Committee are unable to attend any Board Meeting, the quorum of the Governing
Board shall designate an Acting Chair to preside over the meeting. The Chair of the Board shall
be elected from among the Directors.
SECTION 7 VICE CHAIR OF THE BOARD
The Vice Chair of the Board shall, in the absence of the Chair, carry out the duties of the
Chair and shall have such other powers and duties as may be prescribed by the Board or these
Bylaws. The Vice Chair of the Board shall be elected from among the Directors.
SECTION 8 CHIEF EXECUTIVE OFFICER
The Chief Executive Officer shall also be the President of this corporation and shall,
subject to control of the Board, generally supervise, direct and control the business and other
officers of this corporation. The Chief Executive Officer and President shall have the general
powers and duties of management usually vested in the office of president of the corporation and
shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
The hiring and employment of the Chief Executive Officer may be by contract, which
contract shall not be effective without approval by the Governing Board. No contract for
employment of a Chief Executive Officer shall impair the ability of the Board to remove the
Chief Executive Officer in accordance with applicable law and these Bylaws. The Chief
Executive Officer shall be responsible for and report to the Board on the condition of this
Corporation and its programs at the regularly scheduled meetings of the Board or more
frequently as requested by the Board.
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SECTION 9 CHIEF FINANCIAL OFFICER
If required by the Governing Board, the Chief Financial Officer shall give a bond for the
faithful discharge of his or her duties in such sum and with such surety or sureties as the
Governing Board shall determine.
The Chief Financial Officer shall have charge and custody of and be responsible for all
funds and securities of this Corporation, receive and give receipts for monies due and payable to
this Corporation from any source whatsoever, and deposit all such monies in the name of this
Corporation in such banks, trust companies, or other depositories as shall be approved by the
Governing Board; and in general perform all the duties incident to the office of Chief Financial
Officer and such other duties as from time to time may be assigned by the Chief Executive
Officer or by the Governing Board. The Chief Financial Officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct books and accounts of this Corporation’s
properties and transactions. The Chief Financial Officer shall provide information to the Board
on the financial condition of this Corporation at each regularly scheduled meeting of the Board,
or more frequently as the Board may request. For all other purposes, including administration,
supervision, review and retention, the Chief Financial Officer shall report to the Chief Executive
Officer; provided that, the Chief Executive Officer shall consult with the Board immediately in
connection with events concerning the employment status of the Chief Financial Officer.
SECTION 10 SECRETARY
Subject to oversight by the Chief Executive Officer, the Secretary shall supervise the
keeping of a full and complete record of the proceedings of the Board of Directors and its
committees, shall supervise the giving of such notices as may be proper or necessary, shall
supervise the keeping of the minute books of this corporation, and shall have such other powers
and duties as may be prescribed by the Board or these Bylaws. The Secretary shall also keep a
register of the post office address and email address of each Director which shall be furnished to
the Secretary; and such other duties as may be assigned by the Governing Board or the Chief
Executive Officer. The Secretary shall report to the Board at the annual meeting of the Board
concerning the maintenance and location of records of this Corporation. The Secretary shall
keep or cause to be kept, at the principal office of this Corporation, a copy of the Articles of
Incorporation and these Bylaws, as amended to date. The Secretary shall be elected from among
the Directors.
ARTICLE VI
COMMITTEES
SECTION 1 BOARD COMMITTEES
By vote of a majority of the Governing Directors then in office, the Governing Board
may create any number of Board Committees, each of which shall consist of two (2) or more
Governing Directors, and no one who is not a Governing Director. Appointments to any Board
Committee shall be by a majority vote of the Governing Directors then in office. The Governing
Board may adopt rules for the governance of any committee so long as the rules are consistent
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with these Bylaws. If the Governing Board has not adopted rules, the committee may do so.
Board Committees may be given all the authority of the Board, except for the powers to:
(a) set the number of directors within a range specified in these Bylaws;
(b) elect directors or remove directors without cause;
(c) fill vacancies on the Governing Board or on any Board Committee;
(d) fix compensation of Directors for serving on the Board or any Board Committee;
(e) amend or repeal these Bylaws or adopt new Bylaws;
(f) adopt amendments to the Articles of Incorporation of the Corporation;
(g) amend or repeal any resolution of the Governing Board which by its express
terms is not so amendable or repealable;
(h) create any other Board Committees or appoint the members of any Board
Committees;
(i) approve any merger, reorganization, voluntary dissolution, or disposition of
substantially all of the assets of the Corporation; or
(j) approve the expenditure of corporate funds to support a nominee for a Governing
Director.
SECTION 2 EXECUTIVE COMMITTEE
The Executive Committee shall be a Board Committee and shall meet only when the
Chair of the Board, or in her or his absence, the Vice Chair of the Board, or in his or her absence,
the Secretary, reasonably determines that the business of the Board cannot practically be
conducted by the full Board within the relevant time required for action by the Governing Board.
The Executive Committee shall be comprised of the Chair of the Board, Vice Chair of the Board,
Secretary, Chair of the Finance Committee and one (1) other Governing Director.
Notwithstanding the foregoing, all Governing Directors shall be provided a reasonable
opportunity to attend all meetings of the Executive Committee and afforded the opportunity to
speak at all such meetings. The Executive Committee may invite any other person to attend any
Executive Committee meeting; provided, however, that no individuals except the members of the
Executive Committee shall be permitted to vote on matters before the Executive Committee.
The Executive Committee may exclude from any meeting any person who is not a Governing
Director.
Meeting and actions of the Executive Committee shall be governed by, held, and taken
under the provisions of these Bylaws concerning meetings and other Governing Board actions.
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Minutes of the Executive Committee meetings shall be kept and shall be filed with the corporate
records of this Corporation.
SECTION 3 ADVISORY COMMITTEES
The Governing Board may establish one or more Advisory Committees to the Board and
appoint the Chairs of any Advisory Committee. The members of any Advisory Committee may
consist of Directors or non-Directors and may be appointed as the Governing Board determines.
Advisory committees may not exercise the authority of the Board to make decisions on behalf of
the Corporation, but shall be restricted to making recommendations to the Board or Board
Committees, and implementing Board or Board Committee decisions and policies under the
supervision and control of the Board or Board Committee. The Chair of any Advisory
Committee shall be elected from the Governing Directors.
SECTION 4 STANDING ADVISORY COMMITTEES
The following Committees function as advisory committees of the Corporation and may
include Directors and non-Directors in their composition.
(A) Finance Committee
The Finance Committee shall review the financial operations and financial reporting of
this Corporation and shall make recommendations to the Board as necessary. The Finance
Committee shall include at least three (3) Governing Directors. The Finance Committee shall
meet monthly or with some other reasonable frequency determined by the Chair of the Finance
Committee. At least two (2) Governing Directors must be present at each meeting of the Finance
Committee and minutes of each meeting shall be submitted to the Governing Board within a
reasonable time after each meeting.
(B) Development Committee
The Development Committee shall include at least two (2) Governing Directors and shall
meet with some reasonable frequency as determined by the Chair of the Development
Committee. The Development Committee shall:
(i) oversee the development activities of this Corporation and the Board;
(ii) develop methods and programs for generating gifts, grants and donations
to this Corporation; and
(iii) develop methods for increasing the visibility of this Corporation in
coordination with and support of development activities of this Corporation.
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(C) Governance and Nominating Committee
The Governance and Nominating Committee shall include at least two (2) Governing
Directors and shall meet as necessary in connection with vacancies on the Governing Board
and/or among the officer positions of this Corporation. The Governance and Nominating
Committee shall:
(i) evaluate new candidates and current Governing Directors;
(ii) recommend candidates to fill vacancies on the Governing Board and the
Officers of this Corporation;
(iii) review with the Governing Board the applicable skills and characteristics
required of Governing Board nominees in the context of current Governing Board composition
and organizational circumstances;
(iv) orient new Governing Directors;
(v) facilitate Governing Director participation in education and training
programs, either internally developed or not, to assist Governing Directors in developing the
skills and knowledge required for their service;
(vi) create programs for team building and retention of Directors and Officers;
and
(vii) report regularly to the Board on its activities.
In accordance with the San Francisco Nonprofit Public Access Ordinance, the
Governance and Nominating Committee shall seek candidates for election to the Governing
Board who consume or receive the Corporation’s goods or services, or like goods or services
provided by another nonprofit organization, and who are members of the class of persons
intended to be benefitted by the Corporation’s activities or services. The Governance and
Nominating Committee shall seek these candidates by posting notice of vacancies on the
Governing Board by means reasonably calculated to come to the attention of the recipients of the
type of goods or services provided by the Corporation, including but not limited to posting
written notice of such vacancies in a location accessible to recipients of such goods or services.
(D) Audit and Compliance Committee
The Audit and Compliance Committee’s members shall include the Chair of the Finance
Committee and at least two (2) other Governing Directors. Like all advisory committees, the
Audit and Compliance Committee may include both Directors and non-Directors, subject to the
following limitations: (a) members of the Finance Committee shall constitute less than one-half
(1/2) of the membership of the Audit and Compliance Committee; (b) the chair of the Audit and
Compliance Committee may not be a member of the Finance Committee; (c) the Audit and
Compliance Committee may not include any member of the staff, including the Chief Executive
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Officer and Chief Financial Officer; (d) the Audit and Compliance Committee may not include
any person who has a material financial interest in any entity doing business with this
Corporation; and (e) Audit and Compliance Committee members who are not Directors may not
receive compensation greater than the compensation paid to Directors for their Board service.
The Audit and Compliance Committee shall oversee the audit and compliance functions
of this Corporation. Subject to oversight and approval of the Governing Board, the Audit and
Compliance Committee shall develop, implement and maintain compliance policies for the
Corporation. The duties and responsibilities of the Audit and Compliance Committee include:
(1) identify areas of risk; (2) provide oversight of compliance program activities; (3) review
compliance audits and monitoring; (4) review compliance policies and procedures; (5)
recommend to the Governing Board for approval the retention and, when appropriate, the
termination of, an independent certified public accountant to serve as auditor; (6) subject to
approval of the full Board, negotiate the compensation of the auditor on behalf of the Board; (7)
confer with the auditor to satisfy the Audit and Compliance Committee members that the
financial affairs of this Corporation are in order; (8) review and determine whether to accept the
audit; and (9) approve performance of any non-audit services provided to this Corporation by the
auditor’s firm.
Non-audit services performed by this Corporation’s auditors and certified public
accountants generally shall be subject to the prior approval and supervision of the Audit and
Compliance Committee, in order to ensure that non-audit specific services conform to standards
provided in the Yellow Book issued by the U.S. Comptroller General.
At least two (2) Governing Directors must be present at each meeting of the Audit and
Compliance Committee and minutes of each meeting shall be submitted to the Governing Board
within a reasonable time after each meeting.
(E) Human Resources and Compensation Committee
The Human Resources and Compensation Committee shall include at least
three (3) Governing Directors. Pursuant to the provisions of Government Code Section 12586(g)
and the applicable provisions of federal law, the Human Resources and Compensation
Committee shall review the compensation of the President/Chief Executive Officer, Chief
Financial Officer, and such other officers of this Corporation that the Human Resources and
Compensation Committee determines appropriate, annually and whenever a modification in
compensation is proposed. The review shall include an evaluation of the performance of the
officers and an analysis of appropriate comparability data. Based on its review, the Human
Resources and Compensation Committee shall recommend to the Board just and reasonable
compensation amounts for the officers. At the request of the Chief Executive Officer or the
Governing Board, the Human Resources and Compensation Committee shall review any issue
involving staff compensation, performance, policies and benefits, including but not limited to
health and retirement plans.
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(F) Quality Assurance Committee
The Quality Assurance Committee shall include at least two (2) Governing Directors.
The responsibilities of the Quality Assurance Committee shall be assisting the Governing Board
in evaluating health center activities including services utilization patterns, productivity of the
center, patient satisfaction, achievement of program objectives, and development of a process for
hearing and resolving patient grievances.
SECTION 5 TERM OF OFFICE
Members of committees shall continue as such until the end of the calendar year and until
their successors are appointed, unless the committee is sooner terminated, or unless such
members cease to qualify as members thereof or unless such members are removed by the
Governing Board.
SECTION 6 COMMITTEE RULES
Except where otherwise provided, each committee shall adopt rules and procedures by
which it is to function, and shall report its proceedings and actions to the Board at the next
regularly scheduled meeting.
ARTICLE VII
INDEMNIFICATION
SECTION 1 DEFINITIONS
For the purpose of this Article, “agent” means any person who is or was a Director,
officer, employee, or other agent of this Corporation, or is or was serving at the request of this
Corporation as a director, officer, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent
of a foreign or domestic corporation which was a predecessor corporation of this Corporation or
of another enterprise at the request of such predecessor corporation; “proceeding” means any
threatened, pending, or completed action or proceedings, whether civil, criminal, administrative,
or investigative; and “expenses” includes, without limitation, attorneys’ fees and any expenses of
establishing a right to indemnification under Sections 4 or 5(b) of this Article.
SECTION 2 INDEMNIFICATION IN ACTIONS BY THIRD PARTIES
This Corporation shall have power to indemnify any person who was or is a party, or is
threatened to be made a party, to any proceeding (other than an action by or in the right of this
Corporation to procure a judgment in its favor, an action brought under Section 5233 of the
Corporations Code, or an action brought by the Attorney General or a person granted relator
status by the Attorney General, for any breach of duty relating to assets held in charitable trust),
by reason of the fact that such person is or was an agent of this Corporation, against expenses,
judgments, fines, settlements, and other amounts actually and reasonably incurred in connection
with such proceeding, if such person acted in good faith and in a manner such person reasonably
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believed to be in the best interests of this Corporation and, in the case of a criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not act in good faith and in
a manner which the person reasonably believed to be in the best interests of this Corporation, or
that the person had reasonable cause to believe that his or her conduct was unlawful.
SECTION 3 INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF
THIS CORPORATION
This Corporation shall have the power to indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending, or completed action by or in the
right of this Corporation, or brought under Section 5233 of the Corporations Code, or brought by
the Attorney General or a person granted relator status by the Attorney General, for breach of
duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the
fact that such person is or was an agent of this Corporation, against expenses actually and
reasonably incurred by such person in connection with the defense or settlement of such action,
if such person acted in good faith, in a manner such person believed to be in the best interests of
this Corporation, and with such care, including reasonable inquiry, or as an ordinarily prudent
person in a like position would use under similar circumstances. No indemnification shall be
made under this Section:
(i) In respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable to this Corporation in the performance of such person’s duty to this
Corporation, unless and only to the extent that the court in which such proceeding is or was
pending shall determine upon application that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for the expenses which such court shall
determine;
(ii) Of amounts paid in settling or otherwise disposing of a threatened or
pending action, with or without court approval; or
(iii) Of expenses incurred in defending a threatened or pending action which is
settled or otherwise disposed of without court approval, unless it is settled with the approval of
the Attorney General.
SECTION 4 INDEMNIFICATION AGAINST EXPENSES
To the extent that an agent of this Corporation has been successful on the merits in
defense of any proceeding referred to in Sections 2 or 3 of this Article or in defense of any claim,
issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably
incurred by the agent in connection therewith.
SECTION 5 REQUIRED DETERMINATIONS
Except as provided in Section 4 of this Article, any indemnification under this Article
shall be made by this Corporation only if authorized in the specific case, upon a determination
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that the indemnification of the agent is proper in the circumstances because the agent has met the
applicable standard of conduct set forth in Sections 2 or 3 of this Article, by:
(a) A majority vote of a quorum consisting of Governing Directors who are
not parties to such proceeding; or,
(b) The court in which such proceeding is or was pending upon application
made by this Corporation or the agent or the attorney or other person rendering services in
connection with the defense, whether or not such application by the agent, attorney, or other
person is opposed by this Corporation.
SECTION 6 ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this Corporation
prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of
the agent to repay such amount unless it shall be determined ultimately that the agent is entitled
to be indemnified as authorized in this Article.
SECTION 7 OTHER INDEMNIFICATION
No provision made by this Corporation to indemnify its or its subsidiary’s directors or
officers for the defense of any proceeding, whether contained in the Articles, Bylaws, resolutions
of the Governing Board, agreements, or otherwise, shall be valid unless consistent with this
Article and the provisions of Section 5238 of the Corporations Code. Nothing contained in this
Article shall affect any right to indemnification to which persons other than such directors and
officers may be entitled by contract or otherwise.
SECTION 8 FORMS OF INDEMNIFICATION NOT PERMITTED
No indemnification or advance shall be made under this Article, except as provided in
Section 4 or 5(b) of this Article, in any circumstances where it appears:
(a) That it would be inconsistent with a provision of the Articles, Bylaws, or
an agreement in effect at the time of the accrual of the alleged cause of action asserted in the
proceeding in which the expenses were incurred or other amounts were paid, which prohibits or
otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly imposed by a
court in approving settlement.
SECTION 9 INSURANCE
This Corporation shall have the power to purchase and maintain insurance on behalf of
any agent of this Corporation against any liability asserted against or incurred by the agent in
such capacity or arising out of the agent’s status as such whether or not this Corporation would
have the power to indemnify the agent against such liability under the provisions of this Article,
provided, however, that this Corporation shall have no power to purchase and maintain such
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insurance to indemnify any agent of this Corporation for a violation of Section 5233 of the
Corporations Code.
ARTICLE VIII
OTHER PROVISIONS
SECTION 1 FISCAL YEAR
The fiscal year of this corporation shall end each year on June 30.
SECTION 2 ANNUAL REPORTS TO DIRECTORS
The Chief Executive Officer shall furnish an annual written report to all Directors of this
Corporation containing the following information about this Corporation’s previous fiscal year:
(a) the assets and liabilities, including the trust funds of this Corporation, as of the
end of the fiscal year;
(b) the principal changes in assets and liabilities, including trust funds, during the
fiscal year;
(c) the revenue or receipts of this Corporation, both unrestricted and restricted to
particular purposes, for the fiscal year;
(d) the expenses or disbursements of this Corporation, for both general and restricted
purposes, for the fiscal year; and
(e) any transaction during the previous fiscal year involving more than $50,000
between this Corporation (or its parent or subsidiaries, if any) and any of its directors or officers
(or the directors or officers of its parent or subsidiaries, if any) or any holder of more than ten
(10) percent of the voting power of this Corporation or its parent or subsidiaries, if any, or any of
a number of such transactions in which the same person had a direct or indirect material financial
interest, and which transactions in the aggregate involved more than $50,000, as well as the
amount and circumstances of any indemnifications or advances aggregating more than $10,000
paid during the fiscal year to any director or officer of this Corporation. For each transaction, the
report must disclose the names of the interested persons involved in such transaction, stating
such person’s relationship to this Corporation, the nature of such person’s interest in the
transaction and, where practicable, the value of such interest.
The foregoing report shall be accompanied by any report thereon of independent
accountants or, if there is no such report, the certificate of an authorized officer of this
Corporation that such statements were prepared without an audit from the books and records of
this Corporation. The report and any accompanying material may be sent by electronic
transmission in compliance with Section 5 of this Article.
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SECTION 3 REQUIRED FINANCIAL AUDITS
This Corporation shall obtain a financial audit for any tax year in which it receives or
accrues gross revenue of $2 million or more, excluding grant or contract income from any
governmental entity for which the governmental entity requires an accounting. In its sole
discretion, the Governing Board may require a financial audit for any tax year in which it
receives or accrues gross revenue of less than $2 million. Whether or not they are required by
law, any audited financial statements obtained by this Corporation shall be made available for
inspection by the Attorney General and the general public within nine months after the close of
the fiscal year to which the statements relate, and shall remain available for three (3) years (1) by
making them available at this Corporation’s principal, regional, and district offices during
regular business hours, and (2) either by mailing a copy to any person who so requests in person
or in writing or by posting them on this Corporation’s website.
SECTION 4 MAINTENANCE OF CORPORATE RECORDS
This Corporation shall keep the following:
(a) Adequate and correct books and records of account; and
(b) Minutes of the proceedings of its Board and Board Committees.
The minutes and other books and records shall be kept either in written form capable of
being converted into clearly legible tangible form or in any combination of the two.
SECTION 5 ELECTRONIC TRANSMISSIONS
Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures
that the Governing Board may adopt from time to time, the terms “written” and “in writing” as
used in these Bylaws include any form of recorded message in the English language capable of
comprehension by ordinary visual means, and may include electronic transmissions, such as
facsimile or email, provided (i) for electronic transmissions from the Corporation, the
Corporation has obtained an unrevoked written consent from the recipient to the use of such
means of communication; (ii) for electronic transmissions to the Corporation, the Corporation
has in effect reasonable measures to verify that the sender is the individual purporting to have
sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved,
reviewed, and rendered into clearly legible tangible form.
SECTION 6 EXECUTION OF INSTRUMENTS
The Governing Board, except as otherwise provided in these Bylaws, may by resolution
authorize any officer or agent of this Corporation to enter into any contract or execute and
deliver any instrument in the name of and on behalf of this Corporation, and such authority may
be general or confined to specific instances. Unless so authorized, no officer, agent, or employee
shall have any power or authority to bind this Corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in any amount.
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SECTION 7 CONFLICT OF INTEREST POLICY
The purpose of this Board conflict of interest policy is to protect this Corporation’s interests when it
is contemplating entering into a transaction or arrangement that might benefit the private interests of
an officer or director of the Corporation or might result in a possible excess benefit transaction. This
policy is intended to supplement, but not replace, any applicable state and federal laws governing
conflicts of interest applicable to nonprofit and charitable organizations.
A. DEFINITIONS
Interested person -- Any director, principal officer, or member of a committee with Board delegated
powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial interest -- A person has a financial interest if the person has, directly or indirectly, through
business, investment, or family:
(a) An ownership or investment interest in any entity with which the Corporation has a
transaction or arrangement,
(b) A compensation arrangement with the Corporation or with any entity or individual with
which HealthRIGHT360 has a transaction or arrangement, or
(c) A potential ownership or investment interest in, or compensation arrangement with, any
entity or individual with which the Corporation is negotiating a transaction or arrangement.
Financial Relationship – A “financial relationship” means”
(a) serving as employee, consultant, contractor or board member,
(b) being entitled to receive income, royalties, or payments, or
(c) having a significant investment or ownership interest.
Compensation – Compensation includes direct and indirect remuneration as well as gifts or favors
that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who
has a financial interest may have a conflict of interest only if the Board decides that a conflict of
interest exists, in accordance with this policy.
Family Member – A “family member” is (i) a spouse or domestic partner, (ii) a child, stepchild,
parent or sibling of an employee or his/her spouse or domestic partner or (iii) any other relative
(blood or marriage or adoption) currently living with an employee or whose assets the employee
controls.
B. Procedures
(a) No Director, during the service as a Director, and for six (6) months after termination as a
Director, shall be employed by the Corporation or by any program operated by the
Corporation, nor shall that Director provide any goods for compensation to the Corporation,
or to any program operated by the Corporation.
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(b) No individual who is a current, or has been a former, contractor or employee of the
Corporation or a contractor or employee of a program operated by the Corporation shall be
eligible to serve as a Director or on any Corporation policy-making body for a period of six
(6) months after termination as an employee or contractor.
(c) No individual may serve as a member of the Board who has any family member or
relative, by blood or marriage or adoption, currently employed by the Corporation, or is a
member of the Board of Directors.
(d) The Board of Directors, as a matter of policy, will not make decisions that appear to
benefit the personal financial interests of directors, officers, employees or agent, outside the
ordinary course of the corporation’s relationship with such individuals. If, however, a
Director has a material financial interest in a transaction to which the corporation is a party
and which the corporation must consider, before any part of the transaction is consummated,
the corporation shall follow those guidelines set forth in Section 5233(d)(2) of the California
Nonprofit Corporation Law, or the successor thereof. The Board of Directors shall determine
by vote whether such relationship is of a substantial nature as to be a conflict of interest.
(e) No Director shall participate in the selection, award, or administration of a contract
supported by federal funds if a real or apparent conflict of interest would be involved. Such a
conflict would arise when the Director, or any member of his or her immediate family, his or
her partners, or an organization which employs or is about to employ the Director, has a
financial or other interest in the firm selected for a contract award.
(f) Duty to Disclose: In connection with any accrual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be given the
opportunity to disclose all material facts to the Board or Executive Committee
(g) Recusal or Self: Any director may recuse himself or herself at any time from involvement
in any decision or discussion in which the director believes he or she has or may have a
conflict of interest, without going through the process for determining whether a conflict of
interest exists.
(h) Determining Whether a Conflict of Interest Exists: Directors, officers, employees, or
agents of this corporation who do not otherwise have a financial interest in any transaction
are not deemed to have a personal financial interest by virtue of being Directors, officers,
employees, or agents of Gardner. After disclosure of the financial interest and all material
facts, and after any discussion with the interested person, he/she shall leave the Board or
Executive Committee meeting while the determination of a conflict of interest is discussed
and voted upon. The remaining Board or Executive Committee members shall decide if a
conflict of interest exists.
Annual Statements
Each director, principal officer, and member of a committee with Board delegated powers shall
annually sign a statement which affirms such person:
(a) Has received a copy of the Conflict of Interest Policy
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(b) Has read and understands the policy
(c) Has agreed to comply with the policy
(d) Disclosing any conflict of interest that may exist or perceived to exist.
SECTION 8 REPRESENTATION OF SHARES OF OTHER CORPORATIONS
The Chief Executive Officer, or any other officer or officers authorized by the Governing
Board, are each authorized to vote, represent, and exercise on behalf of this Corporation all rights
incident to any and all shares of any other corporation of corporations standing in the name of
this Corporation. The authority herein granted may be exercised either by any such officer in
person or by any other person authorized so to do by proxy or power of attorney duly executed
by said officer.
SECTION 9 CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules or construction, and
definitions contained in the General Provisions of the California Nonprofit Corporation Law and
in the California Nonprofit Public Benefit Law shall govern the construction of these Bylaws.
SECTION 10 AMENDMENTS
These Bylaws may be amended or repealed by the approval of the Governing Board.
Any proposed amendments must be submitted to the Governing Board at least one (1) week prior
to the meeting at which the Directors will vote on the amendment(s). A vote of a majority of the
Governing Directors then in office shall be required to approve any such amendment.
SECTION 11 GOVERNING LAW
In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply
with applicable law, the California Corporations Code as then in effect shall apply.
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HealthRIGHT 360
CODE OF CONDUCT
HealthR IGHT 360 (HR 360)isan agency com posedofm ultipleprogram sand m any sites.
Becauseofthediversity ofinterestsand servicesofferedby theprogram s,thisCodeof
Conductisdesigned to serveasaguideforthepersonaland professionalconductof
HR 360 staffandvolunteers. W herestafforvolunteerprofessionalethicalstandardsare
stricterthanstatedhere,thestricterstandardistobefollow ed.
I. Responsibilities of Staff and Volunteers
S taffandvolunteershaveanobligationto actinw aysthatw illm eritthetrust,
confidenceandrespectoftheirprofessionalpeers,clients,thegeneralpublic,and other
professionalorganizations.
You w ill:
1. U phold thevalues,ethics,andm issionofHR 360.
2. Conductallpersonaland professionalactivitiesw ith honesty,integrity,respect,
fairnessandgoodfaithinam annerthatw illreflectw ellonHR 360.
3. Com ply w ithalllaw sand regulationsinthejurisdictionsinw hichthestaffor
volunteerislocated orconductsprofessionaland personalactivities.
4. M aintaincom petenceand proficiency inyourprofessionby undertakinga
personalprogram ofassessm entand continuingprofessionaleducation.
5. Avoid theexploitationofprofessionalrelationshipsorpositionsinHR 360 for
personalgain.
6. S tafforvolunteersw illnotsolicitorprovidepersonalfavors,m oney,loans,
labor,andgiftsorenterintoany relationship(personalorm aterial)w ithclients
actively orenrolledintreatm entw ithinthelasttw oyears.
7. U sethisCodetofurthertheinterestsofthevariousprofessionsand notfor
personalselfishreasons.
8. R espectprofessionalconfidencesand clientconfidentiality.
9. Enhancethedignity and im ageofHR 360 anditsclientsthroughpositive
personalactions,includingbutnotlim itedto:
R espondingappropriately to aclientincrisis.
Abidingby allrulesand codesthatgovernany applicableprofessional
certificationorlicense.
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10.R efrainfrom participatinginany activity thatdem eansthecredibility anddignity
ofany professionalpeer,staff,volunteerorclientofHR 360 ,orHR 360 itself;
includingbutnotlim ited to:
Engaginginillicitdruguseortransactionsofany sort.
U singalcoholduringw orkinghoursorany otheralcoholusethatinany
w ay m ay affectyourperform anceatHR 360.
InitiatingorescalatingphysicalviolenceatHR 360 orw hileperform ing
dutiesforHR 360
Engaginginverbalabuseorloud yellingw ithotherstafforvolunteersor
clientsorinfrontofstaff,volunteersorclients.
Engagingin actsw hichw ould resultin— orappeartoresultin— unethical
dualrelationshipssuchasborrow ingm oney,engaginginabusiness
venturew ithaclientoraclosepersonalrelationship.
Engagingin any form ofsexualinvolvem entw ithacurrently activeclient
orw ithaform erclientw ithintw oyearsoftheclient’sdateofdischarge
orasstatedinyourprofession’sethicalstandards,w hicheverislengthier.
11.R efrainfrom usingstaffpositionorvolunteerassociationw ithHR 360 to
prom oteorendorse externalproductsorservices,includingbutnotlim ited to:
P rovidingorsolicitingprivatepracticecareforclients.
Enteringintobusinessrelationshipsw ithothertreatm entprogram s
w hichreceivedirectreferralsfrom HR 360.
S ittingonBoards,Com m itteesorestablishingprivateenterprisew hich
conflictsw ithHR 360’sreview ,fundingorservicedelivery process.
12.Betruthfulin allform sofprofessionaland organizationalcom m unicationsand
avoid inform ationthatisfalse,m isleading,inflam m atory,and deceptive.
13.Acceptnogiftsorbenefitsofferedw iththeexpectationofinfluencingadecision
w henconductingbusinessonbehalfofHR 360.
II. Conflicts of Interest
A conflictofinterestm ay only beam atterofdegree,butexistsw henastaffor
volunteer,functioningonbehalfofHR 360,isinapositiontopersonally benefit
directly orindirectly by usingauthority orconfidentialinform ation,orallow sa
friend,relativeorassociatetobenefitfrom suchauthority orinform ation,oruses
authority orinform ationto m akeadecisiontointentionally affectHR 360,staff,
volunteer(s),orclient(s)inanadversew ay.
Any stafforvolunteerfunctioningonbehalfofHR 360 isobligatedtodiscloseto the
ChiefExecutiveO fficerofHR 360,orhis/herappointee,any directorindirect
financialorpersonalintereststhatm ightposepotentialconflictsofinterestw ith
respecttohim orherinhisorherpositionw ithHR 360 orpotentialconflictsof
interestrelatedtoappointm entsorelectionstoboardsorcom m itteesofother
organizations,governm entbodiesorotherorganized groups. T heChiefExecutive
O fficershalldisclosetothefullBoard ofHR 360 thepotentialconflictand theBoard
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m ay electtonotethepotentialconflictand m onitoractionsofthestafforvolunteer;
deem thepotentialconflicttobeinconsequential;oraskthestafforvolunteerto
correctthesituationtoelim inatetheconflict. Failuretodiscloseapotentialconflict
w hendiscoveredatalaterdateshallconstitutereasontodisciplinethestaffor
volunteerupto and includingterm inationfrom HR 360,ifw arranted.
Ihaveread,understand and agreeto abideby theHealthR IGHT 360 CodeofConduct.
N am e P ositionT itle
S ignature Date
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W histleblowerP rotec tion P olic y
1 of2
General
H ealthRIGH T 360 (H R360)requ ires thatits D irec tors , O ffic ers and employees obs erve
highs tand ard s ofbu s ines s and pers onalethic s in the c ond u c tofthe O rganization’ s
mis s ion and bu s ines s , as wellas theirind ivid u ald u ties and res pons ibilities . Thes e
s tand ard s are d es c ribed in H ealthRIGH T 360 ’ s C od e ofEthic aland P rofes s ional
C ond u c t. A s employees and repres entatives ofH R360 , we mu s tprac tic e hones ty and
integrityin fu lfillingou rres pons ibilities and c omply withallapplic able laws and
regu lations .
Reporting Responsibility
Itis the res pons ibility ofallD irec tors , O ffic ers and employees to c omplywithH R360 ’ s
s tand ard s ofbu s ines s and pers onalethic s and to reportviolations ors u s pec ted
violations thereofin ac c ord anc e withthis W his tleblowerP rotec tion P olic y.
No Retaliation
N o D irec tor, O ffic eroremployee who in good faithreports a violation s halls u ffer
haras s ment, retaliation orad vers e employmentc ons equ enc e bas ed on s aid reporting.
A n employee who retaliates againsts omeone who has reported a violation in good faith
is s u bjec tto d is c ipline u pto and inc lu d ingtermination ofemployment. This
W his tleblowerP rotec tion P olic yis intend ed to enc ou rage and enable employees and
others to rais e good faiths eriou s c onc erns within H ealthRIGH T 360 priorto s eeking
res olu tion ou ts id e ofthe O rganization.
Reporting Violations
Ifyou have good faithqu es tions , c onc erns , s u gges tions orc omplaints abou t
H ealthRIGH T 360’ s bu s ines s operations orethic s , orthe c ond u c tofany D irec tor,
manager, s u pervis or, oremployee, you are enc ou raged to bringthos e is su es to
s omeone who c an ad d res s them properly. In mos tc as es , you rs u pervis orormanageris
in the bes tpos ition to ad d res s an area ofc onc ern. H owever, ifyou are notc omfortable
s peakingwithyou rs u pervis orormanager, oryou are nots atis fied withyou rs u pervis or's
ormanager’ s res pons e, you are enc ou raged to s peakwiths omeone in the H u man
Res ou rc es D epartmentorany othermemberofthe managementteam. Ifyou are not
c omfortable approac hinganyone on the managementteam orin the H u man Res ou rc es
D epartment, you are as ked to d irec tyou rc onc erns to one ofthe H ealthRIGH T360
B oard ofDirec tors , who maybe c ontac ted c onfid entiallyvia U. S . P os talS ervic e,
ad d res s ed : H ealthRIGH T 360 B oard ofD irec tors , H R C ommittee, C O N FID EN TIA L ,
17 35 M is s ion S treet, S an Franc is c o, C A 94013.
S u pervis ors and managers are requ ired to reportc omplaints ors u s pec ted violations to
the C hiefExec u tive O ffic erwithin 48 hou rs ofrec eiptofthe c omplaintord is c overyofthe
s u s pec ted violation. Ifthe s u pervis orormanagerprefers , the reportc an be mad e
d irec tlyto amemberofthe B oard ofD irec tors within the 48 -hou rtime frame.
A c c ou nting and A u d iting M atters
The A u d it|C omplianc e C ommittee ofthe B oard ofDirec tors s hallad d res s allreported
c onc erns orc omplaints regard ingc orporate ac c ou ntingprac tic es , internalc ontrols or
au d iting. In ad d ition to the aforementioned reportingproc ed u re, ifyou have any
c onc erns regard ingH ealthRIGH T 360 ac c ou ntingprac tic es , internalc ontrols orau d iting,
you are as ked to bringthos e c onc erns d irec tlyto amemberofthe au d itc ommittee ofthe
B oard ofD irec tors , who may be c ontac ted c onfid entially via U. S . P . S . , ad d res s ed :
H ealthRIGH T 360 B oard ofDirec tors , A u d it|C omplianc e C ommittee, C O NFID ENTIA L ,
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W histleblowerP rotec tion P olic y
2 of2
17 35 M is s ion S treet, S an Franc is c o, C A 9410 3.
A c ting in Good Faith
A nyone filingac omplaintc onc erninga violation ors u s pec ted violation ofH ealthRIGH T
360 ’ s s tand ard s ofbu s ines s and pers onalethic s mu s tbe ac tingin good faithand have
reas onable grou nd s forbelievingthe information d is c los ed ind ic ates a violation. A ny
allegations thatprove notto be s u bs tantiated and whic hprove to have been mad e
malic iou s ly orknowingly to be fals e willbe viewed as a s eriou s offens e, whic hc ou ld
res u ltin d is c ipline u pto and inc lu d ingtermination ofemploymentortermination ofthe
D irec torrelations hipwithH ealthRIGH T 360 .
C onfid entiality
Violations ors u s pec ted violations may be s u bmitted on ac onfid entialbas is by the
c omplainantormay be s u bmitted anonymou s ly. Ifyou wis hto s u bmityou rc omplaint
c onfid entially, you may s o ind ic ate to a s u pervis or, manager, orD irec torthrou ghthe
aforementioned reportingproc ed u re. Ifyou wis hto su bmityou rc omplaintanonymou s ly,
you mayd o so byprovid ingyou rc omplaintanonymou slyin writingand s u bmittingitto a
s u pervis or, manager, orD irec tor. Reports ofviolations ors u s pec ted violations willbe
keptc onfid entialto the extentpos s ible, c ons is tentwiththe need to c ond u c tan ad equ ate
inves tigation.
H and ling ofReported Violations
Unles s s u bmitted anonymou s ly, the s u pervis or, manager, orD irec torto whom the
c omplainthas been mad e, eitherorallyorin writing, willac knowled ge rec eiptofthe
reported ors u s pec ted violation within five bu s ines s d ays . A llreports willbe promptly
inves tigated and appropriate c orrec tive ac tion willbe taken ifwarranted bythe
inves tigation. The C omplainantwillbe notified u pon c ompletion ofthe inves tigation. If
the C omplainantis nots atis fied withH R360 ’ s hand lingofthe c omplaint, he ors he may
file ac omplaintwiththe appropriate externalagenc y.
M y s ignatu re below ind ic ates my rec eiptand u nd ers tand ingofthis polic y. Ials o verify
thatIhave been provid ed withan opportu nity to as kqu es tions abou tthe polic y.
Employee S ignatu re D ate
___________________________________________
P rintN ame
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The Sarbanes-Oxley Act and
Implications for Nonprofit
Organizations
BoardSource and Independent Sector wish to thank Dan Moore, Vice President for
Public Affairs, GuideStar; Tom Hyatt, Principal, Ober Kaler; and Paul Nelson,
President, Evangelical Council for Financial Accountability, for sharing their
professional insights and expertise on this document.
Information and guidance in this document is provided with the understanding that
BoardSource and Independent Sector are not engaged in rendering professional
opinions. If such opinions are required, the services of a certified public accountant
or an attorney should be sought.
This paper was revised in January 2006 to reflect changes in laws relating to, and
practices of, nonprofit organizations.
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The American Competitiveness and Corporate Accountability Act of 2002, commonly
known as the Sarbanes-Oxley Act, was signed into law on July 30, 2002. Passed in
response to the corporate and accounting scandals of Enron, Tyco, and others of
2001 and 2002, the law's purpose is to rebuild public trust in America's corporate
sector. The law requires that publicly traded companies adhere to significant new
governance standards that broaden board members' roles in overseeing financial
transactionsand auditing procedures.
While nearly all of the provisions of the Act apply only to publicly traded
corporations, the passage of the bill served as a wake-up call to the entire nonprofit
community. Indeed, several state legislatures have already passed or are considering
legislation containing elements of the Sarbanes-Oxley Act to be applied to nonprofit
organizations. In many instances, nonprofit organizations have adopted policies and
altered governance practices in response to the Act.
Nonprofit leaders should look carefully at the provisions of Sarbanes-Oxley, as well as
their state laws, and determine whether their organizations ought to voluntarily adopt
governance best practices, even if not mandated by law. This report will review those
provisions and assess their relevance to nonprofit organizations.
Finally, it is important to note that two provisions of Sarbanes-Oxley apply to all
entities, including nonprofit organizations. This report will also review those features
of the Act that require immediate nonprofit compliance.
MAIN PROVISIONS OF THE SARBANES-OXLEY ACT
With two notable exceptions, the Sarbanes-Oxley Act affects only American publicly
traded companies and regulates what boards must do to ensure auditors’ independ-
ence from their clients. The Act also creates and defines the role of the Public
Company Accounting Oversight Board, an entity empowered to enforce standards for
audits of public companies. The Act explains processes for electing competent audit
committee members and for ensuring that adequate reporting procedures are in
place. In addition, it calls for regulations, and closes most of the loopholes, for all
enterprises — for-profit and nonprofit — relating to document destruction and
whistle-blower protection.
The following sections cover each of the major provisions of the law and discuss
their relevance to nonprofit organizations. In addition, BoardSource and Independent
Sector offer recommendations for how nonprofit leaders should implement various
provisions of the law.
INDEPENDENT AND COMPETENT AUDIT COMMITTEE
SUMMARY OF SARBANES-OXLEY PROVISION
The Sarbanes-Oxley Act requires that each member of a company’s audit committee
be a member of the board of directors and be independent. “Independence” in the
Act is defined as not being part of the management team and not receiving any
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compensation (either directly or indirectly) from the company as a consultant for
other professional services, though board service may be compensated.
In addition, a company must disclose whether it has at least one “financial expert”
serving on its audit committee. If it does not have such an expert, it must disclose
the rationale behind that decision. Who qualifies as a “financial expert” is still being
debated. The Securities and Exchange Commission (SEC) proposes a definition that
relies on an individual’s education and experience as a public accountant, auditor, or
principal accounting officer. At present, however, the company’s board seems to
retain the final right to establish specific qualifications for a financial expert.
The audit committee is directly responsible for hiring, setting compensation, and
overseeing the auditor’s activities. It sets rules and processes for complaints
concerning accounting and internal control practices.
RELEVANCE TO NONPROFIT BOARDS
While not all nonprofits conduct outside audits, most nonprofit boards have estab-
lished one or more financial committees (e.g., finance, audit, and/or investment). In
those organizations that undertake annual audits, particularly medium to large
nonprofit organizations, the board is likely to have a separate audit committee or
subcommittee. In California, the Nonprofit Integrity Act of 2004 requires that any
charity registered with the attorney general and receiving annual gross revenues of
$2 million or more must form an audit committee. Several other states have adopted
similar rules, albeit at varying gross revenue thresholds.
It is good practice for nonprofit organizations to take steps to ensure the independ-
ence of the audit committee. While most nonprofit board members serve as volunteers
without any compensation and staff members do not participate as voting members,all
nonprofit organizations should review their practices to ensure the independence of
the audit committee. Also, many states provide additional liability protection for
volunteer directors that may be lost if the directors are compensated for their service.
Because of recruitment priorities to create a well-balanced and diverse board, finding
people with financial savvy may be challenging for boards. Nonprofit organizations
need to ensure that board members of the audit committee have the financial
competency to understand financial statements, to evaluate accounting firm bids to
undertake auditing, and to make sound financial decisions as part of their fiduciary
responsibilities. A nonprofit that has a limited number of financial experts on its board
may struggle with filling the treasurer’s position, a finance committee, and an audit
committee.
RECOMMENDATIONS
While it is too onerous to demand that all nonprofit organizations undertake a full audit,
the board is responsible for assessing the potential benefits and costs of an independent
audit. Nonprofits that expend more than $500,000 of federal funds are required to
conduct an annual audit. In addition, participating in the Combined Federal Campaign
requires an audit at $100,000. Any other charitable organization with $1 million or more
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in total annual revenues (excluding houses of worship or other organizations that are
exempt from filing Form 990) should have an audit conducted of their financial
statements and consider attaching a copy to their Form 990 or 990-PF. Smaller
charities with revenues of at least $250,000 should choose a review or at least have
heir financial statements compiled by a professional accountant. The boards of nonprofit
organizations that forego an audit should evaluate that decision periodically.
All nonprofit organizations that conduct outside audits, particularly medium to large
organizations, should consider forming an audit committee and should separate the
audit committee from the finance committee.
The audit committee should be composed of individuals who are not compensated for
their service on this committee and do not have a financial interest in or any other
conflict of interest with any entity doing business with the organization. Most nonprofit
organizations have volunteer board members. Nonprofit organizations that do compen-
sate board members should not compensate audit committee members for their
additional service. In addition, all nonprofits should ensure that no members of staff,
including the chief executive, serve on the audit committee, although it is reasonable to
have the chief financial officer provide staff support to the audit committee. The chair of
the audit committee should be a board member and it is reasonable to expect that the
majority of the committee members are board members.
The audit committee should ensure that the auditing firm has the requisite skills and
experience to carry out the auditing function for the organization and that its
performance is carefully reviewed.
The audit committee should meet with the auditor, review the annual audit, and
recommend its approval or modification to the full board. The full board should review
the annual audit and the audit committee's report and recommendations. Ideally the full
board would also desire to meet with the auditor before formally accepting or rejecting
the audit.
At least one member of the audit committee should meet the criteria of financial expert
and have adequate financial savvy to understand, analyze, and reasonably assess the
financial statements of the organization and the competency of the auditing firm. This
may be a non-director advisory member where permitted by state law.
Orientation of board members should include financial literacy training.
To support the accounting field and help ensure that nonprofit boards have available
financial expertise, professional accreditation and membership organizations of account-
ants should require CPAs to participate in a pro bono nonprofit board service program.
RESPONSIBILITIES OF AUDITORS
SUMMARY OF SARBANES-OXLEY PROVISIONS
The Sarbanes-Oxley Act requires that the lead and reviewing partner of the auditing
firm rotate off of the audit every five years. This does not necessarily mean that the
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auditing firm must be changed, although that may be the most direct way to comply
with this requirement.
In addition, the Act prohibits the auditing firm from providing most non-audit
services to the company concurrent with auditing services. This prohibition applies
to bookkeeping, financial information systems, appraisal services, actuarial services,
management or human resource services, investment advice, legal services, and other
expert services unrelated to the audit. The board's audit committee may, however,
pre-approve certain services (not included in the above categories), such as tax
preparation, which can then be carried out by the auditing firm. In addition, the
pre-approval requirement is waived for non-auditing services if the value of the non-
auditing services is less than five percent of the total amount paid by the organization
to the auditing firm for auditing services.
The Act also requires that the auditing firm report to the audit committee all “critical
accounting policies and practices” that are used by the organization, discussed with
management, and represent the preferred way management wants these policies and
practices treated. These critical accounting practices include methods, assumptions,
and judgments underlying the preparation of financial statements according to
generally accepted accounting principles (GAAP) and assurance that any results
would be disclosed in case of changed assumptions.
RELEVANCE TO NONPROFIT BOARDS
Changing auditors (partner or firm) every five years should be considered on a
regular basis. The rationale: Auditing firms may grow accustomed to the
financial procedures within one organization after a certain number of years,
and bringing in a new firm helps ensure that all practices are closely examined.
Nonprofit organizations would be well served to adopt the Sarbanes-Oxley rule
of preventing auditing firms from providing non-auditing services, as this
provision precludes a conflict of interest between the auditing firm and the
client. At a minimum, application of the rule should be considered in each case.
At the same time, certain services can be pre-approved by the audit committee,
and there is no reason why tax services and preparation of the Form 990 or 990-
PF (for private foundations), for example, could not and should not be
undertaken by a nonprofit's auditing firm. This can also ensure that certain
economies are achieved for the client.
Finally, the provisions about disclosure to the audit committee of critical
accounting policies and discussions with management also seem to follow good
practice. Greater disclosure of these internal control practices and management's
views on them will foster more informed judgments by the audit committee,
enhanced oversight by the board, and greater transparency. The critical account-
ing practices would include processes for segregation of duties, policies to use
restricted funds for intended purposes, processes to review off-balance sheet
transactions, and procedures for monitoring inventory fluctuations. In addition,
the audit committee may be an effective committee for overseeing implementa-
tion and enforcement of the governing body's conflict-of-interest policy.
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RECOMMENDATIONS
Large nonprofits should consider rotating at least the lead and reviewing partners of
the audit firm every five years.
Nonprofit organizations should be cautious when using their auditing firms to
provide non-auditing services except for tax preparation, which should be approved
in advance, while the firm is contracted to provide auditing services.
The audit committee should require each auditing firm to disclose to the committee
all critical accounting policies and practices used within the organization as well as
share with the committee any discussions with management about such policies and
practices.
CERTIFIED FINANCIAL STATEMENTS
SUMMARY OF SARBANES-OXLEY PROVISIONS
The chief executive and the chief financial officers must certify the appropriateness of
financial statements and that they fairly present the financial condition and operations
of the company. There are criminal sanctions for false certification, but violations of
this statute must be knowing and intentional to give rise to liability.
In addition, to avoid conflicts of interest, the CEO, CFO, controller, and chief
accounting officer cannot have worked for the auditing firm for one year preceding
the audit.
RELEVANCE TO NONPROFIT ORGANIZATIONS
Any CFO who is responsible for generating timely and accurate financial statements
for the company or organization should feel comfortable about certifying document
integrity.
In a for-profit company, a positive bottom line is the CEO’s responsibility. Business
acumen, capacity to interpret financial statements in detail, and skillfulness in con-
vincing the board and shareholders that the corporation is meeting all expectations
are obvious characteristics in a manager. Likewise, a nonprofit chief executive may
be handicapped without adequate financial skills. He or she may be hired, however,
primarily for other qualities. Nonprofit CEOs may excel in fundraising, knowledge
of the organization’s field of interest, or a variety of other skills. Lack of superior
financial prowess must be complemented by a skillful financial officer; without that
person, the organization cannot convince donors and funders that their money is
properly managed. Nevertheless, it is still the responsibility of the CEO to ensure
good stewardship of the organization's resources.
Under Sarbanes-Oxley, CEO and CFO certification carries with it the weight of the
law, but part of the underlying rationale is to ensure that both the CEO and CFO
know and understand the financial statements. For a nonprofit organization, CEO
and CFO sign-off on financial statements would not carry the weight of law
(although some states are now considering adopting a similar requirement), but it
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would signal the importance that the CEO, in particular, attaches to understanding
the nonprofit's financial condition.
For nonprofit organizations, a key financial document is the Form 990 or 990-PF.
The form requires a signature from an officer of the organization. Research from a
number of studies reveals that the accuracy of these forms leaves much to be desired.
Many of the errors in the Form 990 and 990-PF relate to failures to complete all
forms, including Schedule A. Other problems include presenting an inaccurate report
on fundraising costs, thereby distorting the required financial picture of the
organization's operations. Thus, it is critical that nonprofit organizations examine
their financial systems, policies, and reporting to help improve the accuracy and
completeness of these forms.
There is, in all likelihood, considerably less staff movement in the nonprofit world
between accounting firms and client organizations than there is in the for-profit
world. Furthermore, because nonprofit executives do not receive lucrative stock
options, the relevance of possible conflicts of interest from an auditor joining the
executive staff of a nonprofit client is correspondingly less.
RECOMMENDATIONS
CEOs or CFOs, while they need not certify the financial statements of the organiza-
tion, do need to fully understand such reports and make sure they are accurate and
complete. Signing off provides formal assurance that both the CEO and the CFO
have reviewed them carefully and stand by them.
The CEO and CFO should review the Form 990 or 990-PF before it is submitted to
ensure that it is accurate, complete, and filed on time.
Regardless of whether the CEO and CFO certify the financial report, the board has
the ultimate fiduciary responsibility for approving financial reports. Just as the
financial and audit reports are reviewed and approved by the audit committee and
the board, the Form 990 or 990-PF should also be reviewed and approved. At a time
when the Form 990 and 990-PF are published on the Internet by third parties, it is
more important than ever that directors be familiar with the contents of the
organization’s 990 each year.
INSIDER TRANSACTIONS AND CONFLICTS OF INTEREST
SUMMARY OF SARBANES-OXLEY PROVISION
The Act generally prohibits loans to any directors or executives of the company.
RELEVANCE TO NONPROFIT ORGANIZATIONS
Nonprofits are currently highly regulated with respect to financial transactions that take
place within the organization. Private inurement, excessive personal benefit, and self-
dealing all cause serious penalties for any nonprofit that steps out of line. “Intermediate
sanctions” laws specifically address compensation and excess benefit transactions with
“disqualified” individuals, generally board members and executive staff.
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Providing private loans to insiders — the specific item included in the Sarbanes-
Oxley Act - is not a common practice in the nonprofit sector. However, when it has
occurred, it has caused problems either from the perception of a conflict of interest or
because it has not been appropriately documented as part of executive compensation.
In addition, in some states, nonprofit law expressly prohibits loans to directors and
officers.
RECOMMENDATIONS
Because the practice of providing loans to nonprofit executives has been a source of
trouble in the past and because this practice is specifically prohibited under
Sarbanes-Oxley and in some states, it is strongly recommended that nonprofit
organizations not provide personal loans to directors or executives.
If such loans are provided, they should be formally approved by the board, the
process for providing the loan should be documented, and the value and terms of the
loan should be disclosed.
To guide the board and staff in independent decision making, the organization must
have a conflict-of-interest policy with board members annually disclosing their
potential conflicts of interest, and this policy must be enforced without fail.
DISCLOSURE
SUMMARY OF SARBANES-OXLEY PROVISION
The Sarbanes-Oxley Act requires a number of disclosures, including information on
internal control mechanisms, corrections to past financial statements, and material
off balance sheet transactions (adjustments). The Act also requires companies to
disclose information on material changes in the operations or financial situation of
the company on a rapid and current basis.
RELEVANCE TO NONPROFIT ORGANIZATIONS
While nonprofit organizations do not file most of the reports that publicly traded
companies are required to file, they should nevertheless provide their donors, clients,
public officials, the media, and others with an accurate picture of their financial
condition. Current law already requires tax-exempt organizations to make their Forms
990 or 990-PF freely available to anyone who requests them in writing or in person.
These information returns, as mentioned before, need improvements both in accuracy
and in timeliness of disclosure. One way to achieve that objective is through electronic
filing, something the Internal Revenue Service is currently pursuing and the nonprofit
community generally endorses.
RECOMMENDATIONS
Nonprofit organizations should improve the timeliness, accuracy, and completeness
of the Forms 990 or 990-PF by filing electronically when that option is available to
them. Nonprofits should strive for greater disclosure and transparency.
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Nonprofits should not rely on automatic extensions for filing Forms 990 and 990-PF
without cause.
Audited financial statements should be easily accessible for review.
Two provisions of the Sarbanes-Oxley Act apply to all entities because they are
amendments to the federal criminal code, so all nonprofit organizations need to
comply with them.
WHISTLE-BLOWER PROTECTION
SUMMARY OF SARBANES-OXLEY PROVISION
The Sarbanes-Oxley Act provides protections for whistle-blowers and imposes crimi-
nal penalties for actions taken in retaliation against those who risk their careers by
reporting suspected illegal activities in the organization. It is illegal for any entity —
for-profit and nonprofit alike — to punish the whistle-blower in any manner.
RELEVANCE TO NONPROFIT ORGANIZATIONS
Nonprofits must start by protecting themselves. They must eliminate careless and
irresponsible accounting practices and benefit from an internal audit that brings to
light weak spots and installs processes that are not vulnerable to fraud and abuse.
Written policies that are vigorously enforced by executive staff and the board send a
message that misconduct is not tolerated. These policies should cover any unethical
behavior within the organization — including sexual harassment.
Each organization must develop procedures for handling employee and volunteer
complaints, including the establishment of a confidential and anonymous mechanism
to encourage employees and volunteers to report any inappropriateness within the
entity's financial management. No punishment for reporting problems — including
firing, demotion, suspension, harassment, failure to consider the employee for pro-
motion, or any other kind of discrimination — is allowed. Even if the claims are
unfounded, the organization may not reprimand the employee. The law does not
force the employee to demonstrate misconduct; a reasonable belief or suspicion that a
fraud exists is enough to create a protected status for the employee.
RECOMMENDATIONS
Nonprofits must develop, adopt, and disclose a formal process to deal with com-
plaints and prevent retaliation.
Nonprofit leaders must take any employee and volunteer complaints seriously, inves-
tigate the situation, and fix any problems or justify why corrections are not necessary.
DOCUMENT DESTRUCTION
SUMMARY OF SARBANES-OXLEY PROVISION
The Sarbanes-Oxley Act addresses destruction of litigation-related documents. The
law makes it a crime to alter, cover up, falsify, or destroy any document (or persuade
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someone else to do so) to prevent its use in an official proceeding (e.g., federal inves-
tigation or bankruptcy proceedings). The Act turns intentional document destruction
into a process that must be monitored, justified, and carefully administered.
RELEVANCE TO NONPROFIT ORGANIZATIONS
Common sense dictates that individuals, nonprofit organizations, and companies
regularly need to shred or otherwise dispose of unnecessary and outdated documents
and files. Like their for-profit counterparts, nonprofit organizations need to maintain
appropriate records about their operations. For example, financial records, significant
contracts, real estate and other major transactions, employment files, and fundraising
obligations should be archived according to guidelines established by the organiza-
tion. Because of current technology, electronic files and voicemail can become
complicated as we come to understand the relevance of the delete button as a
permanent method of file removal.
RECOMMENDATIONS
A nonprofit organization should have a written, mandatory document retention and
periodic destruction policy. Such a policy also helps limit accidental or innocent
destruction.
The document retention policy should include guidelines for handling electronic files
and voicemail. Electronic documents and voicemail messages have the same status as
paper files in litigation-related cases. The policy should also cover back-up proce-
dures, archiving of documents, and regular check-ups of the reliability of the system.
If an official investigation is underway or even suspected, nonprofit management
must stop any document purging in order to avoid criminal obstruction charges.
CONCLUSION
The Sarbanes-Oxley Act has now been in force for several years. The legal climate has
intensified in the nonprofit sector as Congressional committees and state legislatures
are actively proposing new legislation to regulate organizations. Individual nonprofits
have begun to identify loopholes - and figure out how to eliminate them. Watchdog
agencies and other nonprofit field-building organizations are reconsidering assump-
tions and standard operating procedures in an effort to identify guidelines, standards,
and best practices in the sector.
Regardless of the present scope of existing and potential new legislation at the state
and federal level, nonprofit organizations have heard the wake-up call. For all of us
in the sector, the Sarbanes-Oxley Act spearheaded a renewed realization that nonprof-
it organizations rely on - and must protect - the indispensable and unequivocal confi-
dence and trust of our constituents. Self-regulation and proactive behavior will
always prove more powerful than compulsory respect of laws.
ADDITIONAL RESOURCES
Press Release from the Office of New York State Attorney General
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www.oag.state.ny.us/press/2003/mar/mar12a_03.html
“Strengthening Transparency, Governance, Accountability of Charitable
Organizations, a Final Report to Congress and the Nonprofit Sector, June 2005.”
Panel on the Nonprofit Sector, www.nonprofitpanel.org/final.
Summary of the Sarbanes-Oxley Act
www.aicpa.org/sarbanes/index.asp.
Recommendations from the National Association of Corporate Directors
Concerning Reforms in the Aftermath of the Enron Bankruptcy
www.nacdonline.org/nacd/enron_recommendations.asp
“Corporate Governance. The Wall Street Journal Reports.” Wall Street Journal,
February 24, 2003.
“Raising the Bar on Governance: Board Committee Performance in the New Era of
Accountability.” American Governance & Leadership Group, 2002.
Hamel, W. Warren. “What Corporate Governance Legislation Means to You.”
Association Management, March 2003.
Heinz, Patrice A. “The Financial Reporting Practices of Nonprofits”. Alliance for
Children and Families, 2003. www.alliance1.org/Home/SOX_final_8-03.pdf
Kokourek, Paul F., Christian Burger, and Bill Birchard. “Corporate Governance: Hard
Facts about Soft Behaviors: Seven steps to fixing what Sarbanes-Oxley can’t.”
strategy+ business, Issue 30, Spring 2003.
McLaughlin, Thomas A. “For-Profit Spillover: New Regulation of Independence.”
NonProfit Times, February, 1, 2003.
Michaelson, Martin. “A New Era of Corporate Governance Bears Down on Higher
Education.” Trusteeship, January/February 2003.
www.boardsource.org www.independentsector.org
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HealthRIGHT 360
CONFLICT-OF-INTEREST POLICY
This policy was approved and accepted by the HealthRIGHT 360 Board of Directors on May 21,
2011.
Policy Statement:
It is the Policy of HealthRIGHT 360 to identify conflicts of interest and situations which may give
rise to conflicts of interest and to address such situations in a manner that ensures decisions
made on behalf of HealthRIGHT 360 are made in the best interests of the organization and its
members.
Definitions:
Compensation Arrangement: A compensation arrangement includes direct and indirect
remuneration and gifts or favors that are substantial (valued at over $50.00) in nature.
Conflict of Interest: A conflict of interest arises when personal or financial
interests influence professional judgment or decision-making.
Conflicts of Interest Questionnaire: Questionnaire document(s) approved by the
HealthRIGHT 360 Board of Directors designed to facilitate written disclosure of existing
or potential Conflicts of Interest.
Financial Interest: A person has a Financial Interest if the person has, directly or
indirectly, through business, investment or family:
A. A compensation arrangement with HealthRIGHT 360 , either as an employee or an
independent contractor;
B. An ownership or investment interest, or an employment relationship or other
compensation arrangement, in or with any entity or individual with which
HealthRIGHT 360 has entered into a transaction or arrangement, or
C. A potential ownership or investment interest in, or compensation arrangement
with, any entity or individual with which HealthRIGHT 360 is negotiating a
transaction or arrangement.
D. Other examples of a financial interest may include but are not limited to:
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Having an ownership interest in a vendor with which HealthRIGHT 360 does
business,
Using HealthRIGHT 360 resources for other than nonprofit-related activities,
Receiving any gifts with a value in excess of $50, or any remuneration from
third parties dealing with HealthRIGHT 360 ,
Owning an interest in any real estate, securities or property HealthRIGHT 360
is considering buying or leasing,
Making use of confidential information that benefits an individual Board
member, employee, or relative, and
Doing business with an Interested Person’s family member or business
partner.
Interested Person: An "Interested Person" is a director, an officer, a member of the
Executive Committee, a highly compensated employee, any employee in the Finance, and
Procurement and Operations Departments, or any other employee deemed to be in a
sensitive position regarding potential conflict or fraud, a substantial contributor, or a
member of a committee with Board-delegated powers who has a direct or indirect
"Financial Interest."
Potential Conflict of Interest - A potential conflict of interest exists when
personal or financial interests may, at some time in the future influence
professional judgment or decision-making.
Provisions:
A. Members of the Board of Directors or any of its Committees and its employees shall
conduct their business, investment, and personal affairs in such manner as to avoid any
possible conflict with their duties and responsibilities to HealthRIGHT 360 .
B. No member of the Board of Director or any of its Committees, or its employees shall
derive any personal profit or gain, directly or indirectly, by reason of his or
her participation with HealthRIGHT 360 .
C. Each Interested Person is required to disclose any financial interest in a transaction
involving HealthRIGHT 360, and all material facts relating thereto.
D. As soon as is practicable after determining that a potential conflict of interest exists, the
Board shall deliberate the matter, and the potentially Interested Person, after supplying
such information as the Board shall request, shall recuse himself or herself.
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E. In the case of all compensation arrangements and all other financial arrangements where
the Board determines that there is a conflict, the Board shall:
1. Require that the Interested Person leave the meeting during the discussion
of, and the vote on, the transaction or arrangement that may create the
conflict of interest; and
2. Enter into the transaction only if the Board determines, by a majority vote
of the non-interested directors present, that the transaction or
arrangement is in HealthRIGHT 360 's best interests and for its own
benefit; is fair and reasonable to HealthRIGHT 360 ; and, after exercising
due diligence, determines that HealthRIGHT 360 cannot obtain a more
advantageous transaction or arrangement with reasonable efforts under
the circumstances.
F. If an issue is to be decided by the Board or a Committee with Board-delegated powers
that involves a potential conflict of interest, the minutes of the meetings shall include:
1. The name of each person who discloses a financial interest, the nature of
that financial interest, and whether the Board has determined that there is
a conflict of interest;
2. Copies of all documents describing the other alternatives to the proposed
transaction, comparable salaries, and any other due diligence appropriate
to the transaction; and
3. The names of the persons who were present for discussions and votes
relating to the transaction or arrangement and the content of those
discussions, including any alternatives to the proposed transaction or
arrangement, and a record of the vote.
G. The Board shall ensure that this Policy is distributed to all Interested Persons.
H. All Interested Persons shall annually complete a Conflicts of Interest Questionnaire and
must respond to requests for clarification or additional information regarding their
disclosure as a condition of their continued employment or association with the
organization.
Each such person shall sign an annual statement, in the form attached hereto, that the person:
1. Received a copy of the Policy;
2. Has read and understands the Policy;
3. Agrees to comply with the Policy;
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4. Understands that the Policy applies to all committees and subcommittees
having Board-delegated powers; and
5. Understands that HealthRIGHT 360 is a charitable organization and that in
order to maintain its tax-exempt status, it must exclusively engage in activities
that are directed towards the accomplishment of one or more of its tax-
exempt purposes.
I. Interested persons may be required to complete a Conflicts of
Interest Questionnaire outside the annual process due to: changes in the legal or
regulatory requirements; the need to update status of previous disclosures of potential
conflicts of interest; or for other disclosure requirements. Upon such request, interested
persons are required to complete the questionnaire and respond to requests for
clarification as a condition of continued employment or association with the
Organization.
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HealthRIGHT 360
Conflict of Interest Questionnaire
This Questionnaire should be completed only after a careful reading of HealthRIGHT 360’s
Conflict-of-Interest Policy.
P L EAS EN O T E:T heHealthR IGHT 360 ConflictofInterestP olicy requiresthatthisquestionnairebe
com pletedaccurately on anannualbasis.
T hequestionnaire should beupdated duringtheyearifcircum stanceschangesubstantially.
HealthR IGHT 360 Directors,Com m itteem em bers,and em ployeesareexpected tobeaw areofall
corporate,personal,and fam ily businessinterestsand relationshipsthatm ay involve orrelateto
HealthR IGHT 360 inany w ay.HealthR IGHT 360’sDirectors,Com m itteeM em bers,and Em ployees
m ustopenly and accurately revealtheseinterestsandrelationshipstoHealthR IGHT 360 inthis
questionnaire;and m ustcom ply w ithallHealthR IGHT 360 policiesand requirem entsconcerning
ethics,conflictsofinterest,and relatedm atters.
Ifyou areuncertainw hetherparticularbusinessinterestsorrelationshipsinvolveHaightAshbury
FreeClinics-W aldenHouse,pleasecontactasappropriate,toreview them atter.U ponrequest,
HealthR IGHT 360 canprovidealistofcom panies,organizations,and individualsw ithw hom the
O rganizationhas,orisconsidering,abusinessrelationship.
T hankyou foryourcooperationinprovidingaccurateresponsestothefollow ingquestions.AL L
IN FO R M AT IO N P R O VIDED BY YO U O N T HIS FO R M W IL L BET R EAT ED AS CO N FIDEN T IAL AN D W IL L
N O T BEDIS CL O S ED O R U S ED IN AN Y M AN N ER O T HER T HAN T HECO N FL ICT O FIN T ER ES T P R O CES S ,if
oneshouldarise.
N am eofInterestedP erson: _________________________
Address:
P ositionHeldw iththeO rganization:
T othebestofyourknow ledge,doyou orafam ily m em ber(thatis,yourspouse,parents,
grandparents,children,orgrandchildren,orany oftheirspouses)hold apositionasow ner,
officer,board m em ber,partner,orem ployee ofany businessthatdoesorm ay dobusinessw ith
theHealthR IGHT 360?
___Yes___ N o
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Areyou oryourspouseanofficer,boardm em ber,trustee,em ployeeorvotingm em berofany
othernonprofitorhealthcareorganization?
___Yes___ N o
Ifyestoeitheroftheforegoing,providethefollow inginform ation:
Business/O rganization(s)
W ith W hichYou areAssociated
P ositionHeld/By W hom
________________________________________ _____________________________
________________________________________
_____________________________
________________________________________
_____________________________
IF NO EXCEPTIONS
PLEASE CHECK
1. FIN A N CIAL IN T ER ES T S N oExceptions(___)
Ihavethefollow ingdirectorindirectfinancialinterestthatm ay createaconflictofinterest:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
2. U S EO FS ER VICES ,
P R O P ER T Y AN D FA CIL IT IES N oExceptions(___)
Iam aw areofthefollow ingdirectorindirectpersonaluseofHealthR IGHT 360’sproperty or
facilities(beyond thoseavailabletoam em berofthepublic)by m eoram em berofm y fam ily:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
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3. P R IVIL EGED IN FO R M AT IO N 1N oExceptions(___)
Ihaveprivilegedinform ationregardingtheorganizationidentified:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
4. AN Y O T HER CO N FL ICT O FIN T ER ES T N oExceptions(___)
Iam aw areofthefollow ingotheractualorpotentialconflictofinterest:
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
AFFIR M A T IO N : Ihaveread theHealthR IGHT 360 ConflictofInterestP olicy. Iunderstand its
provisionsand Ihereby affirm thatIam in com pliancew ith theP olicy,and that,Ihavenot,to
thebestofm y know ledgeand belief,been in apositionofpossibleconflictofinterest,except
as indicated above if any. T heinform ationIhaveprovidedinthisquestionnaireistrue,accurate,
andcom pletetothebestofm y know ledge.S hould any inform ationprovided inm y responses
becom eincom pleteorinaccurate,Iunderstand thatIam requiredandobligatedtoreviseor
supplem enttheinform ationinatim ely m anner.
DAT ED: _______________ S IGN ED_______________________________
Return to:
HealthR IGHT 360 Adm inistrativeO ffices
Attn:BrittM iazgow icz
1735 M issionS treet,S uite2050
S anFrancisco,CA 94103
Or scan and return to:
bm iazgow icz@ healthright360.org
1“P rivileged Information”means information regard inganotherorganization thatyou are requ ired to keep
confid ential.
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P rogram s
andEvents
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HealthRIGHT 360 • 1735 Mission Street, San Francisco, CA 94103 • www.healthright360.org
History, Mission, and Vision
History
To address the thousands of adolescents and young adults that were streaming into San Francisco for the
cultural revolution of the 1960’s, Haight Ashbury Free Clinics (HAFC) opened its doors in 1967 as the first free
medical clinic in the country. During the first week of operation over 400 patients were seen. HAFC has been
an innovator in delivering primary health care services to many of the people who can least afford them. “Health
Care is a Right, Not a Privilege” has been the guiding principle as well as its famous tagline.
Walden House was founded in 1969 in the same Haight-Ashbury district of San Francisco to help homeless and
runaway adolescents with substance abuse problems. Today, Walden House treats people with mental health
and substance abuse problems at various residential and outpatient centers throughout California, including in-
prison treatment programs, and facilities in San Francisco and Los Angeles, providing drug and alcohol treatment
and mental health, vocational and housing services for people transitioning back into their communities. Like
HAFC, Walden House has always served people who are uninsured, homeless and socio-economically
disenfranchised, including those with HIV/AIDS.
Today
Haight Ashbury Free Clinics and Walden House have both grown over the years, becoming national models for
community healthcare, substance abuse treatment and mental health services. The organizations merged on July
1, 2011 to best serve the most vulnerable members of our community.
On July 1, 2012, Haight Ashbury Free Clinics – Walden House adopted a new name: HealthRIGHT 360.
Asian American Recovery Services (AARS) joined the family of HealthRIGHT 360 programs in 2013. Founded
in 1985, AARS had grown to serve thousands of people throughout San Francisco, San Mateo, and Santa Clara
counties. In 2014, North County Serenity House of San Diego County and Women’s Recovery Association
(WRA) of San Mateo joined HealthRIGHT 360, continuing its leadership as a provider of gender responsive
services for women and women with children. In 2015, Lyon-Martin Health Services became the third primary
care clinic operated by HealthRIGHT 360, continuing its specialized care for women and transgender
individuals. Tenderloin Health Services (formerly Glide Health Services clinic) became the fourth primary care
clinic in 2015, providing care in San Francisco’s Tenderloin neighborhood. Prototypes joined in 2016 expanding
behavioral health care for women and children and services to survivors of domestic violence in Los Angeles,
Orange and Ventura Counties.
Future
In 2014, HealthRIGHT 360 purchased a five story building in the Mid-Market/Van Ness Corridor neighborhood
of San Francisco. The 1563 Mission Street location will be transformed into a new healthcare center providing
primary medical care, mental health services, substance use disorder treatment, and resources for employment,
education, and housing assistance - all under one roof. Construction began in 2015 with a grand opening date set
for early 2017.
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HealthRIGHT 360 • 1735 Mission Street, San Francisco, CA 94103 • www.healthright360.org
Mission
HealthRIGHT 360 gives hope, builds health, and changes lives for people in need. We do this by providing
compassionate, integrated care that includes primary medical, mental health, and substance use disorder
treatment.
Our Values
HealthRIGHT 360 is a non-profit organization providing a wide array of primary care, behavioral
health and substance abuse treatment services.
Prioritizing underserved and special populations, building communities that heal, promoting change,
and fostering emotional and physical safety.
We treat all individuals with dignity and respect. We celebrate diversity, individuality and each
person’s cultural contribution to the community.
We are guided by a belief in the transformative power of community and family.
Guiding Principles
Respect, compassion, caring, loyalty and safety for all members
Honesty, integrity and professional ethics in all undertakings
Social responsibility and a dedication to equity and justice
Embracing differences
A commitment to innovation and creativity
Culture
Integrity: say what you mean and do what you say
Maintain high ethical standards at all times
Seek supervision when you have questions
Role model professional behavior
Provide excellent customer service to clients, colleagues, and community partners
Maintain clear professional boundaries with clients and colleagues
Growth and Change
HealthRIGHT 360 operates in an environment of constant change and growth.
We strive to meet these challenges by responding to the unexpected with energy, stamina, and
follow-through.
We manage our growth through strategic planning and critical self-examination.
We apply our core values throughout our organization, in every area and region, in our business
practices as well as our clinical programs.
All of our efforts are aimed at reclaiming and sustaining individuals through the recovery process so
that they may progress towards building their own healthy families and communities.
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HealthRIGHT 360 is a family of
integrated health programs that
provides compassionate care
and treatment to
OVER 40,000
individuals a year through
MORE THAN 70
distinct and culturally competent
programs across California
ASIAN AMERICAN RECOVERY SERVICES • HAIGHT ASHBURY FREE CLINICS • LYON-MARTIN HEALTH SERVICES
NORTH COUNTY SERENITY HOUSE • PROTOTYPES • ROCK MEDICINE • TENDERLOIN HEALTH SERVICES
WALDEN HOUSE • WOMEN’S RECOVERY ASSOCIATION
www.healthRIGHT360.org @HealthRIGHT360 @HealthRIGHT360
ith facilities in the San Francisco Bay Area, Los
Angeles, San Diego and the Central Valley, the
organization is one of the largest community health
care nonprofits in the state. HealthRIGHT 360 delivers
high-quality, culturally competent, non-judgmental,
comprehensive services to clients throughout
California, many of them facing additional challenges
including homelessness, addiction and incarceration.
HealthRIGHT 36O gives hope, builds health and
changes lives for people in need. HealthRIGHT 360
provides compassionate, integrated care that includes
primary medical, mental health, substance use
disorder treatment, and social support and re-entry.
We provide services
regardless of a
client’s ability to pay,
inspired by our belief
that health care is a
right, not a privilege.
@HealthRIGHT360
W
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WALDEN HOUSE
Since 1969, Walden House has been providing
behavioral health services to clients with
mental health and substance use disorder
issues. Services include residential treatment,
in-custody services, and outpatient programs
and case management for people
transitioning back into the community.
HAIGHT ASHBURY FREE CLINICS
Since 1967 Haight Ashbury Free clinics has
operated federally qualified health centers
that oer supportive, compassionate and
non-judgmental primary medical care to clients
with complex health care needs.
PROTOTYPES
Founded in 1986, Prototypes ensures safety
and shelter for women, children and
communities impacted by substance abuse,
mental illness and domestic violence.
Prototypes takes a holistic approach to
treatment by providing specialized care and
promoting self-suciency for women with
children in residential and outpatient settings.
ASIAN AMERICAN RECOVERY
SERVICES
Founded in 1985, Asian American Recovery
Services has become the nation's largest
community-based organization providing Asian
and Pacific Islander individuals with education
and resources for substance use disorder and
mental health treatment, HIV prevention and
services for youth.
WOMEN’S RECOVERY ASSOCIATION
Since 1976, Women's Recovery Association has
provided a blend of residential treatment
programs and a comprehensive continuum of
care to women and their families. Its
individualized and integrated clinical services
are designed to address women's needs.
LYON-MARTIN HEALTH SERVICES
Founded in 1979, Lyon-Martin Health Services
provides health care to women, lesbians and
transgender people in a safe and
compassionate environment, with sensitivity to
sexual orientation and gender identity.
TENDERLOIN HEALTH SERVICES
Tenderloin Health Services (formerly the GLIDE
Clinic) provides primary medical care, mental
health services and substance use disorder
treatment to San Francisco’s low-income
populations including veterans and homeless
individuals.
NORTH COUNTY SERENITY HOUSE
Since 1966, North County Serenity House has
provided residential and outpatient recovery
services for women and their families in San
Diego County. Its integrated treatment and
support helps women overcome substance use
disorder and retain lasting recovery.
ROCK MEDICINE
Founded in 1973 in conjunction with promoter
Bill Graham, Rock Medicine has provided mobile
treatment and triage at an ever-growing number
of concerts, community marches, celebrations
and fairs, circuses and sports events.
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HealthRIGHT 360 2016 Events
Black Tie and Tie Dye Gala
Friday, May 6th- 6pm
The Ritz-Carlton, 600 Stockton Street, San Francisco
San Francisco Celebration of Achievement
Tuesday, September 20th 5:00pm-7:15pm
Mission Bay Conference Center at 1675 Owens Street
Be the Change Breakfast
Thursday, December 1st, 7:30am-9:00am
InterContinental Hotel, 888 Howard Street, San Francisco
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Finance Section
Certificate of Liability Insurance
Audit Report FY 2014-2015
2015_2016 Proposed Budget
Form 990
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