Board of Directors

THANK YOU TO ALL OF OUR CURRENT AND PAST BOARD MEMBERS FOR THEIR GENEROUS SUPPORT OF TIME, ENERGY, SKILLS, KNOWLEDGE AND FINANCIAL RESOURCES.

Description of Board of Director Duties

2003 Board of Directors

General Information about a BOD

Board Source

Description of Board of Director Duties

The Board of Directors shall have the control and management of the affairs, business and properties of the Corporation as outlined in the articles and bylaws of Horizons, Inc. This includes governing the organization effectively and efficiently and ensuring that the organization fulfills is mission in an appropriate and responsive manner.

Horizons, Inc. has identified Four Positive Active Board Functions:

To define the concept strategically and to assess annual performance of the Executive Director
To set appropriate policies in helping to reach strategic goals
To assume and approve administrative leadership
To assume fiduciary responsibility for the agency

2003 Board of Directors

Stan Stojkovic

University of WI-Milwaukee

Justice Department

President

VACANT

Vice President

Diana Zangerle

Ritz Holman Butala Fine

Treasurer

Darnelle Bowles

Neighborhood Volunteer

Andy Holman

Ritz Holman Butala Fine

Antonia Vann

Asha Family Services

Rita Cheng

University of WI-Milwaukee

Associate Dean, Accreditation and Strategic Initiatives

Roxanne Cardenas

Calvary Baptist Church

Deborah Mejchar

Student University of WI – Madison

Lucille Bennett

Midtown Neighborhood Association

Diana Caldwell

Summit Women's Health Organization

Paula Sitro

M&I Bank

Constance Shaver

Horizons, Inc.

Executive Director

General Information about the Board of Directors:

All non-stock corporations in the state of Wisconsin must have a minimum of three directors prior to incorporation to act as members of the Board. A director as defined by Wisconsin Statute Section 181.0103(9) is an individual, designated in the Articles of Incorporation or Bylaws or elected by the incorporators, and the individuals’ successors, and an individual elected or appointed by any other name or title to act as a member of the Board. A NPO’s Board of Directors poses a mutual risk to themselves and to the agency through their critical stewardship and fiduciary role. As defined in Wisconsin Statute Section 181.0103, the Board is “the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated “

Common Law duties include duty of care and a duty of loyalty. A duty of care requires Board members to act in the best interest of the corporation, with breaches of that duty including both nonfeasance and misfeasance. Nonfeasance can be defined as failing to act when a duty to act exists and misfeasance can be defined as performing a lawful act in a wrongful manner (Black’s Law Dictionary, 2d edition, p. 451). The duty of loyalty requires that the interests of the corporation are to be put ahead of the private interests of the Board. Additionally, Board members also have a fiduciary responsibility which is defined as “one who owes to another the duties of good faith, trust, confidence and candor” (Black’s Law Dictionary, 2d edition, page 282). The fiduciary duty requires directors to act in good faith and to deal fairly in the conduct of all of the organization’s affairs. Directors also have the duty to obey the Articles of Incorporation and Bylaws they create binding contracts between the Board, the organization and its members. Failure to follow the Bylaws or Articles of Incorporation may result in Board dismissal.

The business judgment rule also applies to directors although no Wisconsin case law exists on this topic. This rule presumes that when a director makes a decision, that decision was made on an informed basis, in good faith and with the honest belief that their actions/decisions were in the best interest of the corporation. If the business judgment rule is applied and met, the Board cannot be held liable for decisions that result in a poor outcome for the corporation. It is important to note that this doctrine only applies when the Board makes a decision in a wrongful manner (misfeasance).

Directors are not liable for civil acts including damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of or failure to perform, any duty resulting solely from his or her status as a director, unless there is a willful failure to deal fairly with the corporation in an affair in which the director has an interest, a violation of criminal law exists unless the director had reason to believe his/her actions were lawful or no reason to believe they were unlawful, or a transaction where the officer received an improper personal profit or benefit or willful misconduct.

Directors are required by statute to disclose any potential conflicts of interest. A conflict of interest can be defined as a real or seemingly real incompatibility between one’s private interests and one’s public or fiduciary duties (Black’s Law Dictionary, 2d edition, p. 128). If a conflict of interest exists, the Board member must disclose the conflict to the corporation. It is critical to note under Wisconsin Statute 181.0831 that a contract is not void or voidable if a conflict of interest has been disclosed to the Board, committees or members entitled to vote and the contract is authorized or ratified anyway. This rule depends on the assumption that the person with the conflict did not vote and the contract or transaction is fair and reasonable to the corporation.