Healhear leadership team

For HealHear Corporation (501(c)(3) Nonprofit)
Approved by the Board of Directors

General Purpose of the Board of Directors

The Board of Directors provides strategic direction, governance, oversight, and accountability to ensure the fulfillment of the organization’s mission. All board members are fiduciaries who act in the best interest of the nonprofit and must adhere to the highest standards of ethics, transparency, and stewardship.

President (Board Chair)

Primary Duties:

  *   Serves as the principal leader and representative of the Board.
  *   Presides over all board meetings and ensures effective board governance.
  *   Works closely with other officers and the Executive Director (if applicable) to ensure strategic objectives are met.
  *   Acts as the primary liaison between the board and the organization’s leadership or project teams.
  *   Appoints committee chairs and ensures committees are functioning effectively.
  *   Serves as a spokesperson for the organization in coordination with authorized staff.

Authority Limits:

  *   May not unilaterally commit the organization to major decisions, contracts, or expenditures without board approval.
  *   Must act within the limits defined by the organization’s bylaws and mission.

Operating Procedures:

  *   Chairs quarterly board meetings and ensures timely distribution of agendas and materials.
  *   Reviews major initiatives and progress toward strategic goals with staff or volunteers.
  *   Provides support and accountability for other board officers.

Vice President

Primary Duties:

  *   Supports the President in all leadership functions.
  *   Presides over meetings or duties in the absence or incapacity of the President.
  *   Oversees special projects or committees as delegated by the President or board.

Authority Limits:

  *   Exercises the authority of the President only when the President is unavailable or as directed by the board.
  *   Cannot make binding organizational decisions independently unless delegated.

Operating Procedures:

  *   Maintains readiness to step into the President’s role when needed.
  *   May serve as a board liaison to specific committees or initiatives.
  *   Performs delegated leadership responsibilities.

Chief Information Officer

Primary Duties
 

  *  Develop, implement, and regularly update the nonprofit’s IT strategy in alignment with its mission, strategic plan, and operational goals.
  *  Advise the Board of Directors and Executive Leadership Team on technology trends, risks, and opportunities.
  *  Foster innovation through the responsible adoption of emerging technologies.

  *  Establish and enforce policies and procedures to ensure data security, privacy, and compliance with applicable laws and standards (e.g., HIPAA, GDPR, PCI-DSS, as relevant).
  *  Oversee cybersecurity risk management, disaster recovery planning, and business continuity protocols.
  *  Ensure responsible management of all digital assets, records, and data.
 

Authority Limits:

  *  Make operational decisions regarding day-to-day IT management, cybersecurity measures, and emergency incident response without prior board approval.
  *  Approve IT-related expenditures within the limits set by the annual budget or as delegated by the Executive Director or Board.
  *  Enter into contracts for IT services or solutions that are within the approved budget and do not exceed thresholds set by the Board’s financial policies.
  *  Establish and enforce internal IT policies, procedures, and protocols.
 

Operating Procedures:

The CIO reports directly to the President and provides regular updates to the Board of Directors or relevant Board committees (e.g., Audit, Risk, or Technology Committees).
 

  *  Submit an annual IT strategy plan and budget proposal to the Executive Director and Board.
  *  Provide quarterly reports on IT operations, risks, major projects, and cybersecurity status.
  *  Conduct or oversee regular audits of IT systems and security protocols.
  *  Collaborate with program and operations leaders to ensure technology supports mission delivery.
  *  The CIO ensures technology policies, including acceptable use, data privacy, and security standards, are reviewed at least annually and updated as needed.
 

Treasurer

Primary Duties:

  *   Manages board-level oversight of financial affairs and ensures proper financial controls are in place.
  *   Reviews and presents financial statements, budgets, and audit findings to the board.
  *   Ensures compliance with IRS regulations, 501(c)(3) status, and best accounting practices.
  *   Collaborates with staff or volunteers on bookkeeping and reporting.

Authority Limits:

  *   Cannot authorize expenditures or budget changes unilaterally beyond pre-approved limits.
  *   Must present all financial matters requiring decisions to the board.

Operating Procedures:

  *   Presents quarterly financial summaries and annual budget to the board.
  *   Works with an accountant or bookkeeper to ensure accurate records and filings (including IRS Form 990).
  *   Chairs or participates in the Finance Committee, if established.

Secretary

Primary Duties:

  *   Maintains all official records of the board, including meeting minutes, resolutions, and corporate documents.
  *   Ensures legal compliance with meeting notices, filings, and record-keeping.
  *   Oversees safe storage of governing documents and ensures transparency in documentation.

Authority Limits:

  *   Cannot amend official records or policies without board approval.
  *   Does not independently establish meeting schedules or board actions.

Operating Procedures:

  *   Records accurate minutes for all board meetings and distributes them for review and approval.
  *   Maintains corporate binder or digital archive of bylaws, policies, and meeting records.
  *   Ensures board members are notified of meetings in accordance with bylaws.

High-Level Board Policies

1.  Fiduciary Duty:
Board members must exercise the duties of care, loyalty, and obedience. Personal interests must not conflict with organizational responsibilities.

2.  Confidentiality and Ethics:
Board discussions and records must be kept confidential unless explicitly approved for release. Members must act with integrity and in accordance with the organization’s mission.

3.  Non-Interference in Daily Operations:
Board members govern and oversee but do not manage daily operations unless specifically assigned through approved volunteer roles.

4.  Board Decision-Making:
All major organizational decisions must be made by majority vote during a duly called meeting, with a quorum as defined by the bylaws.

5.  Terms and Participation:
Board members must serve designated terms as defined in the bylaws and are expected to attend a majority of meetings and actively contribute.

6.  Conflict of Interest:

All board members must complete a conflict-of-interest disclosure annually and recuse themselves from votes where a personal or financial conflict exists.

Amendment Policy

This role and duty outline may be reviewed annually and amended by a majority vote of the board of directors. All changes must be consistent with the organization’s bylaws and mission.