Board of Directors’ Nomination Applicant Information

The Board of Directors of Charlestown includes two voting Directors and an Honorary Director who are residents of Charlestown.  Naomi McAfee, one the current resident members, will be stepping down.  To fill that vacancy, the Residents’ Council president has appointed a Special Committee to gather and review nominations.  Residents may be nominated or nominate themselves to fill the vacant position.  This document contains information concerning the process, the suggested content of an application and the duties and responsibility of a member of the Board of Directors.

The Council By-Laws provide a procedure for filling available Board positions:

• The Council appoints a Special Nominating Committee.
• The Committee solicits application letters from the entire community.
• The Special Nominating Committee will review the applications and prepare a slate of no fewer than five candidates, if available.
• The Council will review the applications and interview the candidates. The Council will, by secret ballot, select three from the slate to be presented as Council nominees to the Executive Director.
• The Executive Director will forward the names to the Board for interviews.

The Application should include:

• A statement as to why the person wishes to become a Board Member.
• A resume.
• A statement of Willingness to Serve, if appointed by the Board of Directors.

Information that will help in evaluating your application would include:

• Contact information (building and Apt. #, telephone #, e-mail address).
• Length of time you have been a resident
• Educational background
• Volunteer or paid work before or since moving to Charlestown
• Specific skills you believe you could bring to the Board
• Leadership roles you have held previously or since moving here
• Particular experiences you have had which you believe would help you to become a good Board member

Obligations of Board Service

Charlestown is a 501©3 (IRS designation) charitable organization and is governed by all federal regulations related to this designation.  Board members have specific obligations:

• Duty of Confidentiality – The business of the board is confidential and may not be discussed with other residents or any other person.
• Duty of Care – The best interests of Charlestown and its mission must come first when voting and making decisions.
• Duty of Attendance – The Board meets four times per year (usually on a Wednesday afternoon and evening and a Thursday morning). Board members serve on two or more of the standing committees which meet between Board meetings. Frequency of the Committee meetings varies. Board members are expected to attend these meetings.
• Duty of Fiscal Responsibility – One of the major obligations of the Board is to take actions which keep the community financially viable. This includes the duty of “No Conflict of Interest”. Board members are required to report annually as to any potential conflict of interest.

• Board members are not compensated

• Terms of office are three years

A more detailed discussion of the duties of a member of the Board of Directors can be found in Charles Denton’s article in the July Sunburst and in the ELLIC 2020 Course, Understanding the Board of Directors posted as a slide deck on ccicharlestown.org.  An excerpt of the Sunburst article is attached.

A NONPROFIT DIRECTOR⁽¹⁾

Duties and Responsibility
Charlestown as a Nonprofit Corporation

Charlestown Community Incorporated (CCI) is a Nonprofit Corporation licensed in Maryland to operate a Continuing Care Retirement Community (CCRC) with a Board of Directors as the governing body responsible for control and direction of the corporation. Governance is a combination of policies, systems and structures along with strategic and operational frameworks to accomplish the corporate mission.

Although the Board has the power to delegate authority, the ultimate responsibility for governance of the CCRC resides with Board of Directors. Operation of a CCRC is a complex task full of risks.  As a result, the Board has chosen to contract with Erickson Living, a highly qualified and experienced management enterprise, to operate the Charlestown CCRC with oversight by the CCI Board of Directors.  Corporate assets are dedicated to the purposes set out in the articles of incorporations and as fiduciaries; directors must protect the interests of the corporation.  The Board of Directors acts only as a group at duly-convened meetings.  No individual director has the authority to control, make decisions for or act on behalf of the corporation.

Duties and Responsibilities

The responsibilities of a Nonprofit Director can be divided into three categories:   Duty of Care;   Duty of Loyalty; and Duty of Obedience.

Duty of Care requires directors to perform their duties, including service as a member of any committee, in good faith and in a manner believed to be in the best interest of the Corporation.  This involves attending meetings, reviewing information requiring action by the Board and  be informed on important issues related to the corporate mission – in essence to make informed decisions.

Duty of Loyalty requires directors to put the interest of the community above any personal interests. This requires that they avoid any conflicts of interest, ensure any dealings with the corporation are fair and to maintain the confidentiality of information made available to them.

Duty of Obedience is an obligation to follow the articles of incorporation, bylaws, state laws and any policies adopted by the board.

Another responsibility as a director is the issue of public statements.  In order to insure consistency of policy and operations, no director is authorized to make public statements on behalf of the Corporation – the Chair is the spokesperson for the Board of Directors

• Extraction from The Sunburst, July 2020