Project Ark Foundation

As of 21 April 2017


This Standing Policies Manual (SPM) contains all of the current standing (on-going) policies adopted by the Board of Trustee as of 21 April 2017

A. Reasons for Adoption. The reasons for adopting this SPM include:

* Efficiency of having all on-going Board policies in one place

* Ability to quickly orient new Board members to current policies

* Elimination of redundant, or conflicting, policies over time

* Ease of reviewing current policy when considering new issues

* Clear, pro-active policies to guide the chief executive officer (CEO) and staff

* Models an approach to governance that other organizations might use

B. Consistency. Each policy in this document is expected to be consistent with the law, the Articles of Incorporation, all of which have precedence over these Board policies. Except for time-limited or procedural-only policies (approve minutes, elect an officer, etc.), which are recorded in regular Board minutes, all standing policies shall be included or referred to in this document.

C. Transition. Whether adopted chapter by chapter or in a complete version, as soon as some version of the SPM is voted on as the “one voice” of the Board, those policies are deemed to supersede any past policy that might be found in old minutes unless a prior Board resolution or contract obligates the organization to a specific matter. If any actual or apparent conflict arises between the SPM and other policies or Board resolutions, the matter shall be resolved by the Chair or the entire Board as may be appropriate.

D. Changes. These policies are meant to be reviewed constantly and are normally reviewed and refined at every Board meeting. Any change to this SPM must be approved by the Board of Trustees.

E. Specificity. Each new policy will be drafted to fit in the appropriate place within the SPM. Conceptually, policies should be drafted from the "outside in, i.e., the broadest policy statement should be stated first, then the next broadest, etc. down to the level of detail that the Board finds appropriate for Board action and below which management is afforded discretion as to how it implements the policies in this SPM.

F. Oversight Responsibility. Below are the chapters, the board of trustees is primarily responsible for drafting and reviewing those chapters, and the individuals given authority to interpret and make decisions within the scope of those policies:

G. Maintenance of Policies. The Secretary shall ensure that staff record and publish all Standing Policies correctly. The board of trustees shall maintain the policies file and provide updated copies whenever the policies change. The Board will ask that legal counsel review this SPM periodically to ensure compliance with the law. Discrete documents referred to in the SPM may be kept in a three-ring notebook called the Board Reference Book.

1. Organization Essentials

1.1 Our vision is a world where people care of biological diversity and species and their habitats are no longer endangered.

1.2 Our mission is to protect and preserve endangered species in any part of the world, to promote biological diversity and to educate the public concerning the conservation of endangered species and their habitats.

1.3 The values that guide all we do are

1.4 The moral owners to whom the Board feels accountable are the donors and the general public.

1.5 The primary beneficiaries of our services are ultimately the most endangered animal species on the planet and the Organizations that support their continuity and survival.

1.6 The primary operational concepts we will follow to fulfill our mission include expand with events at a growing larger scale and a bigger media presence.

1.7 The major general functions and the approximate percentage of total effort that is expected to be devoted to each are … (examples: training, publications, residential camps, food distribution)

1.8 Strategic Plans. The Board is expected to think strategically at all times. The Chairman should work with the board of trustees to develop a strategic plan designed to fulfill the board adopted mission and vision statements. The strategic plan should be reviewed regularly and updated periodically. The strategic plan should give broad general direction for all key areas.

1.9 The Chairman should develop major organizational goals that flow from the strategic plan and are directly related to the strategic plan. While the strategic plan sets the longer term direction for the institution and generally does not have metrics, goals should be developed in a tiered fashion: mid-range goals for 3-5 years with loose metrics and specific annual goals with strong and specific metrics.

1.9.1 Mid Range Goals

1.9.2 Annual Goals

2. Board Structure and Process

2.1 Governing Style. The Board will approach its task with a style that emphasizes outward vision rather than an internal preoccupation, encouragement of diversity in viewpoints, strategic leadership more than administrative detail, clear distinction of Board and staff roles, and pro-activity rather than reactivity. In this spirit, the Board will:

2.1.1 Enforce upon itself and its members whatever discipline is needed to govern with excellence. Discipline shall apply to matters such as attendance, respect of clarified roles, speaking to management and the public with one voice and self-policing of any tendency to stray from the governance structure and process adopted in these Board policies.

2.1.2 Be accountable to the general public for competent, conscientious and effective accomplishment of its obligations as a body. It will allow no officer, individual or committee of the Board to usurp this role or hinder this commitment.

2.1.3 Monitor and regularly discuss the Board's own process and performance, seeking to ensure the continuity of its governance capability by selection of capable staff, Board training.

2.1.4 Be an initiator of policy, not merely a reactor to staff initiatives. The Board, not the staff, will be responsible for board performance.

2.2 Board Job Description. The job of the Board of trustees is to lead the organization toward the desired performance and assure that it occurs. The Board's specific contributions are unique to its trusteeship role and necessary for proper governance and management. To perform its job, the Board shall:

2.2.1 Determine the mission, values, strategies and major goals/outcomes and hold the Chairman accountable for developing a staff strategic plan based on these policies.

2.2.2 Determine the parameters within which the chairman is expected to achieve the goals/outcomes.

2.2.3 Monitor the performance of the organization relative to the achievement of the goals/outcomes within the executive parameters.

2.2.4 Maintain and constantly improve all on-going policies of the Board in this SPM.

2.2.6 Ensure financial solvency and integrity through policies and behavior.

2.2.7 Require periodic financial and other external audits to ensure compliance with the law and good practices.

2.2.8 Evaluate and constantly improve our Board’s performance as the governing board and set expectations for individual involvement as volunteers.

2.3 Board Member Criteria. In nominating members for the Board, the Board Governance (or Nominating) Committee shall be guided by a Board-approved “profile” showing the desired make-up of the Board, requirements for all members, and categories of special expertise that is desirable on the Board.

2.4 Chair's Role. The job of the Chair is, primarily, to maintain the integrity of the Board's process. The Chair “manages the board.” The Chair is the only Board member authorized to speak for the Board, other than in rare and specifically Board-authorized instances.

The Chair ensures that the Board behaves consistent with its own rules and those legitimately imposed upon it from outside the organization. Meeting discussion content will be those issues which, according to Board policy, clearly belong to the Board to decide

2.5 Board Meetings. Board events often will include time for guest presenters, interaction with staff and beneficiaries, Board training, social activities, etc. as well as business sessions. Policies that are intended to improve the process for planning and running meetings follow:

2.5.1 Minutes shall be sent to Board members within 14 days of board meetings.

2.5.2 Regular Board meetings shall be held 6 times a year preceded by a reminder notice approximately 15 days in advance of the meeting date. The meeting shall include a review of the planning and budgeting for the upcoming year. The meeting shall include a review of the performance of the organization for the past year. Special meetings of the Board can be called by the Chairman.

2.6 Advisory Groups, Councils, and Task Forces. To increase its knowledge base and depth of available expertise, the Board supports the use of groups, councils, and task forces of qualified advisers. To clarify the terms in this SPM, the term “councils” refers to on-going advisory groups appointed by the Board to assist it in carrying out its mission. The board is free to use whichever group or educational institution requires valid and has an established reputation as valid source of council.

2.7 Board Members' Code of Conduct. The Board of trustees expects of itself and its members ethical and businesslike conduct. Board members must represent unconflicted loyalty to the interests of the entire organization, superseding any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs.

Board members must avoid any conflict of interest with respect to their fiduciary responsibility. There must be no self-dealing or any conduct of private business or personal services between any Board member and the organization except as procedurally controlled to assure openness, competitive opportunity, and equal access to "inside" information.

2.8 Annual Performance Review. The Chair of the Trustees with the input from all Board members, shall formally evaluate the annual performance of the organisation, based on achievement of organizational goals and any other specific goals the Board of trustees have agreed upon in advance

2.9 Staff Treatment. With respect to treatment of paid and volunteer staff, the Chairman and board of trustees may not cause or allow conditions that are inhumane, unfair, or undignified. Accordingly, he may not:

2.9.1 Discriminate among employees on other than clearly job-related, individual performance or qualifications.

2.9.2 Fail to take reasonable steps to protect staff from unsafe or unhealthy conditions.

2.9.3 Withhold from staff a due-process, unbiased grievance procedure.

2.9.4 Discriminate against any staff member for expressing an ethical dissent.

2.9.5 Prevent staff from grieving to the Board when (1) internal grievance procedures have been exhausted and (2) the employee alleges that Board policy has been violated to his or her detriment.

2.9.6 Fail to acquaint staff with their rights under this policy.

2.10 Staff Compensation. The Organization is expected to hire, train, motivate, compensate, and terminate staff in a professional and caring fashion. Under the legislation of England and Wales.

2.10.1 Periodic informal memoranda on significant achievements and relevant activities related to organization goals

2.10.2 Quarterly:

(A) Summary of revenues and expenses against budget

(B) Balance sheet

2.10.3 Annual reports, including:

(A) Year-end budget and results

(B) External audit report

A Board member may request any of the above reports in hard copy or other medium. In addition, in order to discharge its duties of monitoring and oversight, the Board may request periodic reports that facilitate review of key indicators.

3. Executive Parameters

3.1 General Guidance. The purpose of the remainder of the SPM is to detail those Executive Parameters that will guide the CEO and the staff as they accomplish the mission. These parameters are intended to free the CEO and staff from needing to delay an action until the Board can approve each new initiative. The Board expects that the CEO will do nothing that is illegal, unethical or imprudent. Beyond those general parameters, the Board details its Executive Parameters in the following chapters:

4. Finances

4.1 Financial Planning. Budgeting any fiscal period shall not (1) deviate materially from the Board's goals and priorities listed in Chapter One, (2) risk fiscal jeopardy, or (3) fail to show a generally acceptable level of foresight. Accordingly, the CEO may not cause or allow budgeting which:

4.2 Financial Condition. With respect to the actual, ongoing condition of the organization's financial health, the Chairman and Board of Trustees may not cause or allow the development of fiscal jeopardy or loss of allocation integrity.

4.3 Asset Protection. The Chairman may not allow assets to be unprotected, inadequately maintained, or unnecessarily risked.

4.3.1 Allow non-bonded personnel access to material amounts of funds.

4.3.2 Subject office and equipment to improper wear and tear or insufficient maintenance.

4.3.3 Unnecessarily expose the organization, its Board, or staff to claims of liability.

4.3.4 Receive, process or disburse funds under controls insufficient to meet the Board- appointed auditor’s standards.

4.3.5 Invest or hold operating capital in insecure instruments, including uninsured checking accounts and bonds of less than AA rating, or in non-interest bearing accounts except where necessary to facilitate ease in operational transactions.

4.3.6 Acquire, encumber, or dispose of real property without Board approval.

5. Programs

5.1 The programs that will be selected from the Board of Trustees will entail the following parameters:

1. Will be coherent with the organization aim and vision

2. Will be affordable according to the organization’s available funds

3. Will be discussed by the board to be accepted, with the council of independent affirmed institutions (as universities or experts in the field) to ensure their validity and urgency

4. Will be valid even if indirectly connected to the realization of the organization aim and vision (e.g. helping with the protection of a specific environment to protect the species that inhabit it)

6. Fundraising

6.1 All the fund raised by the organization (Ticket sales for events, Online fundraising etc.) will be directly devolved towards approved programs of other organizations around the world that reflect the same aim.

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