3. Processes and Policies for the Foundation 3.1. Governing Process. An elected Board of Directors governs the Foundation. The Board has broad authority to administer the affairs of the Foundation. It chooses to draw the distinction between governing and managing. 3.1.1. The Board governs by adopting policies, administering voting procedures related to Foundation affairs, establishing financial standards and controls, deploying planning processes, and setting good governance policies with a goal of best practices. 3.1.2. The Board approves strategic plans and annual budgets for operations and projects. 3.1.3. Each Board Director will operate according to set of Expectations entitled Board Member Expectations. (Appendix 1) 3.1.4. The Board delegates to the Foundation President, who must be a Florida licensed Community Association Manager, the responsibility to manage and operate the Foundation and its assets for the benefit of the Foundation and its Members. The President is the Chief Operating Officer of the Foundation, and, unless otherwise designated by the Board Chair, is the only person authorized to speak publicly on behalf of the Foundation. The Foundation President is the primary contact with external parties regarding contractual business matters. 3.1.5. The Board has standing and ad hoc committees whose purposes are to provide guidance and recommendations to the Board within their specific charters and duties, and to provide for broader input by Members into Foundation affairs. • The Board appoints and can remove committee Members. • The Board regularly determines the need and relevance for standing and ad hoc committees. • Board Directors typically chair standing committees. • The Chairman of the Board is ex officio to all committees. • Committees may have no more than three voting Board members, including the Chairman of the Board as an ex officio member. • Committees recommend actions for Board approval. • Committees, or any committee members, do not have the authority to make decisions for or commit financial resources of the Foundation. • The relationships and responsibilities among and across the Committees, along with the role of the President, are outlined in the Project Planning Roles and Responsibilities Matrix adopted by the Board. (Appendix 2) 3.2. Communication. The Board and the President should seek Member input into the Foundations’ affairs (via standing committees, Member surveys and focus groups, direct Member feedback, etc.). The Board and President are committed to an education and communication program to keep Members informed about developments concerning the Foundation (via Pelican Bay Post, Today in the Bay, subject-specific email blasts, etc.). 3.3. Planning Process. It is the policy of the Foundation to conduct regular strategic updates, and annual business and financial planning. The processes to conduct these efforts will change from time to time in order to continually improve outcomes. Some of the objectives of these processes include but are not limited to: 3.3.1. Identify the new and the ongoing work that needs to be accomplished. 3.3.2. Prioritize projects to be funded in the operating and capital budgets. 4. Board of Directors’ Responsibilities. The Foundation’s Governing Documents state that the administration of Foundation affairs is the responsibility of the Board. By law, the Board has a fiduciary responsibility to its Members. All activities of the Board should be conducted accordingly, but this broad definition requires further clarification so that a volunteer, elected Director understands their authority and work responsibilities and understands what is delegated to the President. The Board must retain those powers that enable it to govern. The Board of Directors’ Responsibilities include: 4.1. Setting the direction of the Foundation and making competent decisions. Specific direction-setting responsibilities of the Board are: 4.1.1. Determining the Mission, Vision, Purpose and Core Values of Pelican Bay Foundation. (Appendix 3) 4.1.2. Confirming the strategy developed by management and strategic planning committee to achieve the Vision. 4.1.3. Understanding macro trends that have the potential to impact our strategy and financial performance. 4.1.4. Understanding trends in similar communities to ensure the mission and goals of the Foundation are current and relevant. 4.2. The Board’s fiduciary duty requires a sharp focus on financial performance and systems by: 4.2.1. Approving annual budgets to provide adequate resources to execute. 4.2.2. Monitoring performance against goals and the performance of funded programs. 4.2.3. Ensuring financial control systems exist to safeguard monetary assets. 4.2.4. Ensuring adequate insurance coverages exist to protect assets. RULES & REGULATIONS Pelican Bay Member Guide 2025 112 PelicanBay.org
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