Section 144-2-1.4 - Community Action Agency Board of DirectorsA.Composition of the Board. The board shall consist of at least fifteen and not more than thirty members. 1. Elected public officials or their permanent representatives or officials of public agencies operating in the service area shall comprise one-third of the board.2. Representatives of low-income persons shall comprise one-third of the board.3. Representatives of business, industry, labor, religious, welfare, civic, education, or other major groups and interests in the community shall comprise one-third of the board.4. No person shall serve on the board of directors where a conflict of interest exists, as defined in Section 1.2(C)(1) and (3).B.Board Powers and Responsibilities. The board of directors of a CAA shall possess the following powers and responsibilities: 1. To provide overall direction, oversight and policies of the agency;2. To hire, fire, and evaluate the performance of the executive director of the CAA;3. To determine major personnel, organization, fiscal and program policies;4. To determine overall program goals and priorities for the CAA including provisions for evaluating programs against performance;5. To make final approval of all program proposals, budgets and contracts;6. To enforce compliance with all contract and grant requirements;7. To convene public meetings to provide low-income and other citizens of the service area the opportunity to comment upon policies and programs of the community action agencies;8. To determine rules and procedures for the board of directors and committees consistent with these rules;9. To select the officers and all committees of the board of directors;10. To hold meetings of the board of directors in accordance with the freedom of access law;11. To perform an annual agency-wide audit which shall be submitted to the Division of Community Services within 6 months of the end of the CAA's fiscal year;12. To evaluate agency programs and assess community and agency needs;13. To fill all board vacancies as soon as reasonably practicable.C.Meetings and Minutes1. Full board meetings shall be held at least once every ten weeks, and at least six times annually. Annual meetings shall be publicized with a notice in a local newspaper no less than seven days prior to the annual meeting.2. No less than five days prior to each full board meeting, the agenda and all attachments except those documents that emanated from the Division shall be mailed to the Division. Minutes and all attachments of each board meeting and all committee meetings shall be recorded and copies forwarded to the Division no later than the date of mailing the agenda of the next meeting. Minutes shall be made available to the public upon request. All meetings of CAA boards shall be open to the public.3. Voting by proxy is not permitted at meetings of the board or of its committees. This prohibition applies to all members of the board.D.Bylaw Requirements. The bylaws of the community action agency shall include the following: 1. The total number of seats on the board and the allotment of seats to public officials, representatives of low-income individuals, and representatives of organizations.2. Specific procedures for selecting board members:a. Each sector of the board should reasonably reflect the geographic distribution of low-income people served by the CAA.b. Representatives of low-income persons shall be chosen in accordance with democratic selection procedures adequate to assure that they represent the low-income persons in the geographic area served by the CAA. low income persons shall be permitted to vote in the selection process. In order to qualify for board membership a low-income representative need not be low-income himself or herself.c. The board shall select organizations from the private sector such as business and industry, educational, welfare, civic, labor, or religious organizations to be represented on the board of directors. Once an organization is selected and indicates its agreement to be represented, it shall choose the person to represent it on the board.3. A description of performance standards (such as attendance, etc.) for members of the board, the violation of which may be grounds for removal. This shall include standards of conduct for board members.4. A description of specific procedures to be followed in the case of removal of representatives of low-income persons, organizations, and public officials.5. Provisions for the selection and service of board member alternates if alternates are to be used including: a. Alternates must be elected/selected in the same manner, at the same time, and by the same people who have elected/selected the representative.b. No alternate may be counted toward a quorum or cast a vote when his/her primary board member is present at a meeting.c. No alternate may hold an office of the board.6. Procedures for selecting new board members in the case of a vacancy on the board including: a. An explanation of when a vacancy occurs; andb. A provision that all board vacancies shall be filled as soon as reasonably practicable.7. Provision for the term of office for board members and provision for the total length of service which shall be the same for all sectors.8. Provision for residency requirement, if any.9. Provisions for the appointment and responsibilities of board committees, if any. Each sector of the board must be fairly represented on the executive committee. Each sector of the board should be fairly represented on other committees to the maximum extent feasible.10. Provision for the number of members present which shall constitutes quorum for board or committee meetings: a. Members present shall represent more than 50% of the non-vacant seats on the board or committee; andb. At least one representative from each sector must be present for a board meeting.11. Provision for board members to abstain from voting on any matters that present a conflict of interest as defined in Section 1.2(C)(2) and (4).10- 144 C.M.R. ch. 2, § 1.4