1. Governance: The process by which PathStone Volunteer Leadership - governing bodies, Executive Staff and Staff Liaisons share decision-making and responsibility for overseeing and planning for the delivery of quality services to individuals and families in accordance with PathStone By-laws, program regulations, legislation, and policies. It is an approach to the job of governing that emphasizes mission, values, vision, empowerment of both board and staff, and the strategic ability to lead leaders. INDIANA VIRGINIA OHIO NEW YORK PENNSYLV ANIA NEW JERSE Y VT Puerto Rico Employee Orientation Module 2: Governance 2010

2. Employee Orientation Module V: Planning & Evaluation Integrated Planning Model/Project Life Cycle Business Planning Process Project Evaluation Process Management Information Systems Employee Orientation Module VI: Financial Financial Management & Accountability Fundraising Procedures Quality Control Procedures Employee Orientation Module VII: Program Operations Program Integration Program Specific 2 In order to function effectively in their respective position, within one (1) year of full-time employment, each Employee will attain working knowledge of the seven (7) Employee Orientation Modules. Employee Orientation Module I: Study of PathStone History & Mission Administrative & Central Overview Strategic Plan Advocacy and Public Policy Employee Orientation Module II: Governance Membership of the Board of Directors PathStone By-laws Interrelationship of Board & Staff Employee Orientation Module III: Human Resources Personnel Policies/Procedures Leadership Coaching Employee Orientation Module IV: Communications Internal and External Description: PathStone’s operations have been divided into seven (7) Management Systems that serve as the foundation for the Corporate Employee Modules

3. 3 What is the Structure of the Board? PathStone By-Laws Define: Composition of the Board of Directors- 51% of the membership must be Participants Roles and Responsibilities of the Board of Directors- Policy making body, not day-to-day administration. Officers & Standing Committees of the Board Terms of Office and Election Process Terms of the Employment for the President/CEO

4. 4 Designation of Organizations for the Board of the Corporation State Farmworker Caucus - Program Area Advisory Committees A group of individuals who have agreed to provide advice regarding the farmworker training and employment programs and other services of interest to staff and Board of PathStone. Advisory Councils A group of individuals who have agreed to provide advice and recommendations on certain programs and services generated by the Corporation. (example – Parent Policy Council) Affiliate & Subsidiary Corporations An incorporated entity (for profit or not for profit) that oversees PathStone programs and/or properties and is accountable to the PathStone Board of Directors. Collaborative Organizations Partnership Organizations that are selected by the BOD and possess particular expertise that the Board deems to be of value to the Corporation. Where Do Board Members Come From?

5. 5 PARENT ADVISORY COMMITTEES & COUNCILS MIGRANT HEAD START PARENT ADVISORY COUNCIL EARLY HEAD START PARENT ADVISORY COMMITTEE REGIONAL HEAD START PARENT POLICY COUNCIL

6. BOARD ELECTION PROCESS Board Membership & Elections: Board members are elected to a term of office for two years. Every 2 years at the Annual Meeting of the PathStone Board of Directors, the members of the Board and their alternates must be elected. Board membership consists of the following categories of Board members: 1. PAAC Representatives/Alternates who are chosen by their local Program Area Advisory Committees (PAACs) in an election process that begins in June of election year and is completed by September 15 th. 2. Head Start & the Migrant Head Start Parent Advisory Council Representatives/Alternates who are chosen by their local Parent Advisory Committee/ Council in an election process that begins in June of election year and is completed by September 15 th. 3. Affiliate Corporation Representatives/Alternates (incorporated entity that oversees programs/properties and is accountable to the corporate board); who are chosen by their PathStone Affiliate in an election process that begins in June of election year and is completed by September 15 th. 4. Collaborative Organization Representatives/Alternates who have been selected by the PathStone Board to become PathStone Board members, and who are designated by their community organization or corporation during a meeting held between July and September of election year. At the Annual Meeting during an election year, the first order of business is to elect the PathStone Board of Directors during Part I of the meeting. 6

7. Governance Structure State Governance Team confirmed At-Large Administration: Executive Staff assigned to support committees of the Board. At-Large: Individuals or Organizations Selected by the Board and possess a particular expertise that the board deems to be a value to the corporation. lawyer PANO Elections 2010 Board Of Directors: The group with legal And fiduciary responsibility. Elected volunteers from The State Governance Team(s) and external partners (At-large) communities In which we serve. The Board of Directors meets three (3) times per year. 51% Participant Governed (14) Participant Reps (11) Farmworker Reps (1) External Senior rep partner (2) Resident Services (5) At Large (8) Affiliates Accountant B OARD OF D IRECTORS Parent Council State Farmworker Caucus Affiliate

8. State Governance Team Structure S TATE G OVERNANCE T EAM ROHC/FHC T&E/Seniors State farmworker Caucus - T&E/NFJP PAAC CFDP/ HS & CFDP/ MHS State Parent Policy Council T&E/WtW PAC Composition: T & E FW reps WtW Senior Affiliate CFDP State Governance Team (SGA): A Committee Of elected members from local advisory groups. The SGA will meet twice a year(April and August, with the August meeting focusing on Elections to the BOD every other year beginning August 2008. Elections 2010 8 State Governance Team membership: Representatives of PathStone PAACs, Affiliate Corporations, Advisory Councils, and Community Partners established by the PathStone Board of Directors. PAAC Membership must include local community reps, area program reps and 51% or more must be farmworker representatives.

9. State Governance Team (SGT) & State Farmworker Caucus SGT Purpose: One of the major changes in the by-laws is the 2008 established State Governance Team (SGT). The primary purpose of the SGT is to share information on PathStone programs and to confirm the nominate certain members to the PathStone Board of Directors, identify issues of interest and concern to be reported to the BOD. Previous to the restructuring of the Board of Directors, board members were elected directly from Program Area Advisory Committees (PAAC), Parent Advisory Councils and Affiliate Corporations. There is not a change with the Affiliate Corporations and the Regional Head Start Parent Policy Council. The exception to this is with the PAAC and Migrant Head Start Parent Committee/Council. Under the new structure Board Members representing Program Area Advisory Committees will be elected by the State Farmworker Caucus; and the Board Member representing the Migrant Head Start Programs will be elected from the new Regional State Parent Policy Council (PA/NJ SPPC). The Regional State Parent Policy Committee, State Farmworker Caucus and Affiliate Corporations will elect representatives directly to the Board of Directors. The Election process and Representatives will be confirmed during the State Governance Team meeting.

10. Authorization of agreements, grants, etc. Employment and Termination of President/CEO Establishment of Policies & Procedures for sound management of the corporation and its employees. Review and Approve annual financial audit. 10 Coordination resources directed toward elimination of poverty. Establishment of policy directives for sound implementation of Goals. Establishment of Goals, Objectives & Priorities Responsibilities Overall Policy Making

11. Standing Committees EXECUTIVE COMMITTEE FINANCE COMMITTEE PERSONNEL COMMITTEE PROGRAM OPERATIONS COMMITTEE ISSUES & RESEARCH COMMITTEE EARLY CHILDHOOD EDUCATION HEAD START COMMITTEE 11

12. Executive Committee Board Chairperson is the Chair of this committee All Officers are on this committee Meet between Board meetings, board meetings are held 3 times a year, executive committee meet 3 times a year. Conduct necessary business of the corporation 12

13. Finance Committee Review Financial Reports developed by the Chief Financial Officer Report to the board on the financial status of the corporation Review annual audit 13

14. Program Operations Committee Recommends objectives and strategies for integrated anti-poverty efforts Evaluate program efforts Recommend priorities to the Board Conceive & develop new programs Review new programs 14

15. Personnel Committee Review Personnel Policies and recommend changes Review/recommend major staff organizational changes Establish job qualifications Review/approve changes in job descriptions Review salary levels Final internal employee grievance panel 15

16. Issues & Research Committee Coordinating committee for developing policy on advocacy issues Provide direction to major advocacy initiatives Research and document position statements Manage annual caucus & prioritize issues 16