Board of Directors …

                                         Board of Directors
                                     Overview of Responsibilities
                                                 (July 2008)

1. Why have a Board of Directors?
      ·   To provide governance and general oversight to the organization
      ·   To register as a tax-exempt organization
      ·   To assume legal and ethical responsibility for the organization and its effectiveness


2. What does the CTCNet Board of Directors do?
     Provide governance to CTCNet, provide support to CTCNet staff, represent CTCNet to the
     community technology field and the public, and accept the ultimate legal and fiscal authority for the
     organization. Specifically, the Board of Directors will:
      ·   Determine and guide CTCNet's mission and purpose.
      ·   Govern the organization by broad goals and objectives, formulated and agreed upon by the
          Board of Directors and staff.
      ·   Serve on at least one board committee and actively contribute to committee work.
      ·   Be an active participant in evaluating the organization's effectiveness.
      ·   Stay informed about organizational, board and committee matters.
            o Prepare for meetings; review and comment on minutes and reports.
      ·   Get to know other board and committee members and build a collegial atmosphere that
          contributes to a strong working relationship.
      ·   Communicate with other members of CTCNet to understand their needs and interests.
      ·   Represent the organization at the CTCNet annual conference.
      ·   Represent CTCNet at meetings and conferences of other organizations as needed.
      ·   Annually review and approve the organization's budget.
      ·   Support and annually evaluate the Executive Director.
      ·   Elect the Board Executive Committee.
      ·   Support and participate in fundraising for the organization.
      ·   As defined in the CTCNet bylaws:
            o Select the Advisory Board Chairperson to oversee the Advisory Board.
            o Replace itself via an election process.
4.    Board Governance
      · Number of Directors: 18, maximum
      · Beginning June 2005, newly elected Directors serve a three (3) year term.
      · Board Composition: Two-thirds elected, 1 appointed (Advisory Board Chair), 1 ex-officio
         (Executive Director). At least fifty-one percent (51%) of elected directors must be CTCNet
         members that directly provide services to individual community members.
      · Election of Directors: Directors will be directly elected by CTCNet voting members, one vote per
         eligible organizational member.
      · Advisory Board Chairperson is selected by the Board every 2 years.

      CTCNet is committed to equal opportunity and representation and seeks to maintain balance
      among its Board of Directors both in organizational experience and individual qualities.
Page 2                                                       CTCNet Board of Directors Responsibilities

4.   Board Meetings and Voting
     · The board meets every other month by phone and in person two up to two (2) times per year (at
        the CTCNet annual conference and at the Strategic Planning Retreat).
     · When votes are done through electronic mail, every Board member must vote.
     · Executive Director is non-voting

5.   Director Responsibilities
     · Attend no less than 4 four the 6 full board meetings. The 6 meetings include up to two in-
        person and up to five by teleconference.
     · Serve on and participate actively on one Board Committee. Current committees include:
        Executive, Finance, Audit, Board Development and Governance, Marketing and Development,
        and Member Services.
          o Attend 75% of committee meetings
     · Interpret the organization's work and values to the community, represent the organization, and,
        when requested, act as a spokesperson
     · Stay informed about CTCNet's activities, participating in and taking responsibility for making
        decisions on issues, policies, and other board matters
     · Work in good faith with staff and other board members as partners towards achievement of
        CTCNet's goals
     · Participate in fundraising for the organization
     · Make an annual personal financial pledge (any amount is encouraged)

6.   CTCNet's Responsibilities to the Directors
     · Provide quarterly financial reports and an update of organizational activities
     · Provide opportunities to discuss with the executive director and/or the board president the
       organization's programs, goals, activities, and status.
     · Staff and other board members will respond in a straightforward fashion to any questions on
       fiscal and legal responsibilities to the organization.
     · Recognition on CTCNet website and other print materials
     · Provide Directors and Officers Insurance


7.   Board Committees General Principles
      Committee chairs are proposed by and confirmed by the Board, giving due regard for expressed
      preferences.
      Co-chairs will be established as needed and determined by committee.
      Committee Chair(s) are responsible to work with assigned CTCNet staff to convene committee,
      revise committee goals, set meeting agendas, and hold committee to task.
      Committee meetings are open to all Directors.
      All committees are encouraged to include Members as needed (excluding Executive and
      Finance).