1. Project Initiation and Document Creation National Fish Habitat Board Meeting Charleston, SC October 22-23, 2013

2. A Model Mission/Goals Purpose, Direction Programs Conservation Delivery by Board and FHPs Strategy 2 nd Edition Action Plan Strategic Issues Manage NFHP Staff Govern National Fish Habitat Board

3. Motion The National Fish Habitat Partnership staff is charged with working to establish a 501(c)(3) not-for-profit corporation using a phased, check-in approach. A workgroup of Board members is created to work with staff on this project. The workgroup is charged with oversight and with approval for moving to each step. Staff shall work with partners to minimize the start-up costs for the corporation, but may use non-federal funds not to exceed $5,000 to complete the incorporation and tax exemption. If additional funds are required, staff must request approval for that expenditure from the National Fish Habitat Board.

4. Motion Cont’d 1.Project initiation and document creation. establish a board workgroup draft and finalize articles of incorporation and bylaws establish a name 2.Incorporation. secure a registered agent secure a Federal Employer Identifcation Number select the incorporators and the initial board of directors adopt a governance model and record keeping system for official records register with state unemployment bureau obtain directors’ and officers’ liability insurance. 3.Tax exempt application. submit a tax exemption request to secure group exemption for the new corporation and the FHPs file for state and/or local tax exemptions file for charitable solicitation apply for non-profit mailing permit

5. Span of Control National Fish Habitat BoardAffiliated 501(c)(3)NFH Board Staff Aquatic Habitat Conservation National Policy Coordination of the Partnership/Partnership Communications Fundraising Brand Development and Marketing Advocacy FHP Review and Approval FHP Guidance FHP Umbrella Non-Profit Conservation Project Support Science and Data

6. Establish a Board Workgroup Mike Andrews Steve Moyer Matt Menashes – Staff

7. Context for Articles and Bylaws These documents fall in the context a governance document hierarchy that includes 1.State Corporation Law -- D.C. Code, Title 29, Chapters 1 and 4 2.Articles of Incorporation 3.Bylaws 4.Board Resolutions 5.Policies 6.External Parliamentary Authority (e.g., Robert’s Rules of Order)

8. Draft Articles of Incorporation Required for incorporation and tax exemption. Resulting legal entity is separate from the individuals organizing it. Drafted from boilerplate. Consistent with guidance from DC’s Articles of Incorporation of Domestic Nonprofit Corporation, Form DNP-1, Version 3, January 2012.

9. Draft Bylaws Expand on the Articles of Incorporation Determine how the organization is structured Determine the rights of participants in the structure Determine many of the procedures

10. Principal Focus Areas Board President/CEO Committees Chapters

11. Board BoardSource Governance Index – Avg size is 16. Size should match the goals of the organization. Each board needs to find its own optimal size; rarely remains static. Most startups have fairly small boards. A board is a team with a three-fold function: 1.Guard the mission and set the direction 2.Ensure adequate resources 3.Provide oversight to keep the organization intact. We’ve recommended an 8-12 person board. –The workgroup felt this was an appropriately manageable board size consistent with current best management practices in the not-for-profit sector.

12. President/CEO Providing for a President/CEO was in the best interests of long- term success. Duties –Principal staff person with authority over all corporate affairs not reserved to the board or a board committee. –Serve on the board and executive committee as a voting member.

13. Committees Standing committees (i.e., committees of the board). –Include but not limited to a finance committee and a nominations committee –Consist of two or more directors –Have and exercise the authority of the board except to amend or repeal these Bylaws, elect or remove any officer or director, adopt a plan of merger, or authorize the voluntary dissolution of the Corporation. Executive committee has on-going oversight of the affairs of the Corporation between meetings of the board. –Officers and the President/CEO. –Exists to support the board. –Board policy will set limits on role (e.g., Will the Executive Committee conduct CEO searches?). Other committees and task forces as the board deems appropriate. –Power and duties designated by the board. –Give advice and make non-binding recommendations board. –Limited to the term established by the Board and then dissolved or renewed.

14. Chapters Provides not-for-profit corporate umbrella for FHPs. FHPs may choose to operate under the umbrella. Bylaws provide standard requirements for chapters: –acceptance –powers, duties, and responsibilities –standing –probation, suspension, revocation, or dissolution, and –reactivation and reinstatement.