Volunteers

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Board of Directors

The members of WIT’s Board of Directors for both WIT and the WIT Foundation are selected by the Board’s Nominating Committee and serve terms of either 2 or 3 years according to the assigned position.

General Responsibilities

The boards consist of officers and directors at large. Officer positions are President, Vice President, Secretary and Treasurer.
Each board member will sign a Non-Disclosure Agreement (NDA) and Conflict of Interest Policy on an annual basis during their term.
Each board member will contribute a minimum of $5,000 to the organization (c6 or c3) on an annual basis during their term. The contribution is a ‘give or get’ donation and can be in cash or in-kind. Examples of in-kind donations are solicitation of companies who end up sponsoring an event, solicitation of companies to become partners of the Girls Get IT program, etc. Each board member is to notify the Executive Director when they believe they have satisfied their annual contribution. The Executive Director will be responsible for verification and record keeping.
Board members are expected to participate in person at a minimum of four (4) board meetings annually. (From time to time, combined board meetings may be required.) While conference bridge capability will exist for all board meetings called to allow for flexibility, board members commit to attending a majority of the board meetings in person.
Additional board meetings may be called by the respective President of the organization and attendance in person is expected.
Board members assigned to board committees are expected to attend in person to committee meetings in addition to full board meetings.
Those Directors at Large serving in an interlocking board role are directors on both boards and are expected to attend all board meetings for both organizations.

Terms

The term of each board member is a renewable three (3) year term with the exception of the first year (2007 is identified as the first year for the new board structures & rules). Board members designated as Directors at Large in 2007 will have two (2) year terms and the board members who are designated as officers in 2007 will have three (3) year terms to achieve staggered terms.
Terms of all board members may be renewed based upon recommendation by the Governance & Nominating Committee, agreement by the board member to stand for re-election, and subsequent board approval.
Board members who are designated as officers (President, Vice President, Secretary and Treasurer) serve as officers for a minimum term of one (1) year. The President, Vice President and Treasurer can be re-elected for a maximum term of two (2) years. The Secretary position does not have a maximum term limitation. Board members who are not re-elected to their officer positions become Directors at Large and serve the remainder of their terms in that capacity.
The President of the c(6) board is also a director at large board member of the c(3) board and vice versa. As such, the Presidents are expected to attend all board meetings for both organizations.

Joint Committees

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Charitable Giving

Responsible for reviewing all applications for grants, scholarships, and donations from the c(3)
Required Committee members include the Program Manager of Charitable Giving, who serves as the Chair of this committee, the Executive Director, and at least 3 board members representing both boards

Finance

Consists of the Treasurers and Presidents of both boards and the Executive Director (optional: Program Manager of Finance)
Treasurer serves as Chairman of the Finance Committee
Responsible for coordinating financial matters/concerns between board boards
Reviews investment policies and monitors the funds of the organization on a regular basis
Reports to the full Board the financial report at each meeting

Marketing & PR

Consists of the Presidents of both boards, the Executive Director and the Program Manager for PR & Marketing
Responsible for providing guidance and direction for all PR and marketing activities for both boards to the Program Manager for PR & Marketing

Personnel & Compensation

Consists of Presidents of both boards and at least 3 board members representing both boards
Responsible for setting the performance objectives and tasks of any paid staff and presenting to the full Boards for approval
Responsible for proposing the compensation package annually (or as appropriate) for any paid staff and presenting to the full Boards for approval
Responsible for evaluating the performance of any paid staff against such objectives and tasks and calculating the incentive compensation earned by any paid staff
Responsible for meeting with any paid staff periodically to discuss performance to objectives
Responsible for recommending and developing a performance development plan for any paid staff if necessary
Responsible for conducting a search to replace any paid staff if the position is vacant

Each board will have the following standing committees. The committees will be appointed by the full Board of Directors. The Board of Directors has the authority to remove or add members to each committee as it deems appropriate.

Audit

The committee should consist of at least three members of the Board of Directors, one of whom qualifies as a “financial expert,” who understands and can analyze the financial statements of the organization and the overall competency level of the Treasurer
Provides independent oversight into the organization’s accounting and financial reporting and oversees any audits (both external and internal) that may be conducted, along with the Treasurer
The audit committee may oversee a broad range of areas under the blanket of this primary purpose. These areas include: adequacy of internal controls, accuracy of records and reports presented to the Board of Directors, proper authorization of activities and expenditures, review of the tax-exempt status and identification of activities that could jeopardize this status, and protection of employees or volunteers raising concerns about serious accounting or auditing irregularities

Governance & Nominating

Consists of at least three independent members of the Board (non-officer directors)
Responsible for governance and ethics matters of the Board and the organization
Responsible for developing orientation and training for all board members to keep them current with information and trends related to nonprofit governance
Responsible for taking a role in teaching the board members the skills they need to be effective fund-raisers and friend-raisers for the organization
Responsible for nominating a slate of officers for each of the respective boards

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