The EcoPort Foundation
Elected Board
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The draft description of the Foundation Board will not only evolve in the light of feedback received in response to these web pages, but the very first task of the first Board will be for it to review this description and terms of reference. Based on this review, which will be documented and discussed in the Executive Committee and considered by the Advisory Council, the altered terms of reference will be open to comment by Foundation Members for a period of 6 weeks before they are submitted for voting approval and subsequent adoption by the Board.

1.0 General Stipulations

1.1 These Articles will be open to amendment and adjustment as described below, but proposals for change will be subject to a review by the Advisory Council, which review will be used to inform the debate on the proposed amendments, but which will not be able to block amendments.
1.2 Board activities will be constrained by the protected clauses of the founding Bylaws of the EcoPort Foundation Inc. approved and filed on 26 June 2003.
1.3 Board Members will serve in a volunteer capacity without remuneration while the Foundation’s financial circumstances do not permit the payment of salaries. However, if the Foundation’s financial circumstances permit, Board fees will be payable in compliance with Article VI Section 8 of the Founding Bylaws.

2.0 Principle Purpose and Role

As preamble to the its specific terms of reference in item 3.0 below, and committed to consilience, the Board will:
2.1 represent the Foundation’s Membership and the EcoPort community, in terms of the mandate conferred by Members to enable and authorize the Board to be and act as the legal, corporate authority and responsibility for the achievement of the Foundation’s Mission.
2.2 Promote the cause of the Foundation in a role of advocacy and fund-raising, and will at all times contribute to building and protecting the reputation of the Foundation and its work.

3.0 Structure

The Board will comprise 11 members covering the following Offices.

A Chairperson will be elected by the Board members voting in a simple one-member-one-vote election with the outcome decided by a simple majority.

One Board Member will be the senior Ecology Advisor to the Board.

One Board Member will serve as Financial Advisor.

One Board Member will serve as Secretary to the Board.

Other Offices and specific functions may be established and assigned by the Board and filled by members from the ranks of the elected and serving Board Members.

The University of Florida, FAO and the Smithsonian Institution will each be allowed to nominate candidates for election, but no more than two Board Members will be elected from each institution’s pool of nominees. If any one of these institutions nominate more than two candidates, no more than two candidates will be elected per institution. Nominees beyond the first two per institution will not be eligible for election to the Board as general candidates. If these institutions do not nominate candidates for election, these seats will be filled by candidates nominated by the general membership. During elections, these six, ‘reserved’ Board seats will be filled and decided first, and then the remaining 5 positions will be filled by general election. In this pattern, the reserved position will be filled first if possible, but if not, the all vacant positions will be filled by electing non-reserved candidates.

4.0 Terms of Reference

4.1 Oversee the management and development of the Foundation including performance monitoring and accountability to key stakeholders;
4.2 In financial stewardship, approve annual budgets and programs, ensure financial solvency and integrity and commission periodic external audits as needed;
4.3 In human resource stewardship appoint the CEO and work with the CEO to ensure productive and harmonious staff relationships.
4.4 Determine Foundation policy on all matters relating to the objectives and activities of the Foundation;
4.5 Work with the Advisory Council, and the CEO to devise or approve strategies for the achievement of the Foundation’s objectives;
4.6 Monitor and review the operations of the Foundation including attention to risk management;
4.7 Monitor and assess its own performance and that of the CEO.

5.0 Amendments and Adjustments

Proposals for amendments will be prepared by the Board and discussed as formal proposals by the Executive Committee, after which the proposed amendments will be shared with the Advisory Council for advice and comment. After this, the proposed amendments will be circulated to Members and their comments will be considered in a final draft that will then go to the Board for final discussion and voting. The final version to be voted on by the Board will be posted on the Foundation’s website allowing a six weeks for Member scrutiny and possible lobbying action to Board Members.

6.0 Nomination, Election Appointment and Terms of Office

Candidate Board Members can be nominated or they may volunteer. All nominees will be required to submit a Nomination Acceptance Statement for public display on the Foundation website. The name of the person doing the nomination will be provided and the nominator will be expected to write a Candidate Commendation Statement which will also be published on the Foundation website.

All procedures will be automated using suitable software to be developed by the Foundation. Nominations will require two Voting Foundation Members to second the nomination, and the names of the seconders will be displayed on the Foundation website along with any comment that the seconder might feel relevant and informative.

The Board will appoint an Election Committee to arrange, implement and monitor elections of office bearers. All elections will be conducted electronically. All decisions will be based on simple majority. When candidates receive an equal number of votes, a re-run of votes will be called, and if the tie is not thereby broken, a coin will be tossed to choose one of the candidates.

The Board will, for each office/vacancy prepare a Challenge Statement outlining what would be expected of the prospective Officer. The Terms of Office will similarly be determined by the Board within the context of this Constitution and the objectives of the Foundation, and these statements will be published on the Foundation website.

All terms of reference of any kind and for any post/function in the Foundation's governance and management structure, will be discussed with the Advisory Council in draft format prior to these descriptions being posted on the Foundation's website and processed into standing arrangements. In this,
as in all matters on which the Advisory Council is consulted, the Council will play only an advisory role to enable the Foundation to benefit from the broad and senior experience accessible through the Council mechanism.

7.0 Resignation and Substitution

Resignation shall be in writing addressed to the Board copied to the Council Secretary and the CEO. The urgency with which the vacancy is filled will be determined by the Executive Committee, but would normally take place immediately and follow the steps described in article 6.0.

8.0 Scope of Authority

The Board's specific terms of reference are described above in Article 4.0 The Board will comply with the Protected Clauses of the Founding Bylaws; especially the Mandela Clause and obviously it will function within the framework of values set out in the Foundation's Mission Statement.

Upon accepting Office, Board Members will be required to take an Oath of Office and Confidentiality Agreement, wherein the appointee declares that in carrying out his/her duties, he/she will:

8.1 Exercise powers of office and fulfil responsibilities in good faith and in the best interests of the Foundation.;
8.2 Exercise these responsibilities, at all times, with due diligence, care and skill in a reasonable and prudent manner;
8.3 Respect and support the Foundation's by-laws, policies, Code of Conduct, and decisions of the Board and membership;
8.4 Keep confidential all information learned about clients, personnel, collective bargaining and any other matters specifically determined by board motion to be matters of confidence including matters dealt with during in-camera meetings of the Board;
8.5 Conduct myself in a spirit of collegiality and respect for the collective decisions of the Board and subordinate my personal interests to the best interests of the Foundation;
8.6 Immediately declare any personal conflict of interest that may come to my attention.
8.7 Immediately resign my position as Board Member of the Foundation in the event that they, or their colleagues on the Board, have concluded that they have breached their‘Oath of Office’.

The board will speak with one voice or not at all. No board member has any authority as an individual but the board as a whole has total authority. The board will not fragment itself, especially in its relationship with the staff. The board speaks with one voice to the CEO who is the sole conduit for that decision-making to the rest of the organization.

9.0 Consultation, Minutes and Reporting

In close consultation with the CEO, the Advisory Council, Foundation staff and other stakeholders, Board Members will strive to achieve the Foundation's goals in a way that is consistent with the values of democracy, social responsibility and the public good inherent in their work.

All proposals and Decisions will be minuted as the procedure for transparent reporting is described in various parts of the Foundation's Constitution and as they may be amended from time to time.

Reporting will be done in compliance with US Corporations Law, including the financial and auditing reporting required by the IRS article 501(c)(3) and any other financial reporting as this may be stipulated and required by the Articles of the Foundation's Constitution and its amendments.

Substantive progress reporting will be done on an annual basis based on a draft prepared by the CEO, which will first be discussed by the Executive Committee prior to submission to the Board for approval and subsequent public release.

An internal reporting requirement is that Board should assess its own performance and issue a report to Membership, e.g. along the lines of the Governance Self-Assessment Checklist (GSAC) recommended by the Canadian Institute on Governance.

10.0 Rules of Procedure

A Rules & Procedures (R&P) sub-committee will be established. In close consultation with the Executive Committee, this R&P committee will draft terms of reference for its operations which will be approved by the Board.

The R&P will then draft various Rules of Procedure, which subject to Board approval and ratification, will govern the management of the Foundation's enterprise.

11.0 Rights and Privileges of Board Members

Board Members' rights and privileges are constrained by the Foundation's Constitution and its amendments.