Directors - RGV Road to Recovery IA™

Director’s Manual

Summary of Board Duties according to Articles of Incorporation

Board authority and role

Primary expectation: the Board manages the corporation’s affairs — all corporate powers are vested in the Board, so it is the ultimate decision‑maker for governance, strategy, operations, and oversight.

Composition and governance mechanics

Initial board size: start with the five named incorporators/directors and maintain board membership as required by the bylaws.
No members: there are no voting members outside the Board, so the Board alone elects successors and fills vacancies.
Perpetual duration: govern the organization for the long term and plan for continuity and succession.

Legal and compliance duties

Maintain registered office and agent in Iowa and keep that information current with the Secretary of State.
File and maintain corporate formation records (Articles, bylaws, annual reports) and ensure the Articles remain effective upon filing.
Ensure IRS 501(c)(3) compliance: operate exclusively for charitable/religious/educational/scientific purposes and follow restrictions in Article VII (no political campaign activity; limits on lobbying).
Follow dissolution rules: if dissolved, ensure assets are distributed only to exempt purposes or government entities as required by Article VIII.

Fiduciary and operational expectations

Steward assets for exempt purposes and prevent private inurement.
Adopt and follow bylaws and policies that implement the Articles (e.g., officer election, meeting rules, quorum).
Oversee financial management and reporting to ensure funds are used consistent with the stated charitable purpose.
Elect and replace directors as successors are needed and fill vacancies per the governing documents.

Practical checklist for the Board

Confirm and record the registered agent and office in Iowa.
Adopt bylaws and any necessary policies that operationalize the Articles.
Create an annual compliance calendar for state filings, IRS filings, and board elections.
Document procedures for succession, vacancies, and officer elections.
Ensure board actions and programs never violate the political and lobbying restrictions in the Articles.
Prepare a dissolution plan consistent with Article VIII and retain records proving exempt‑purpose distributions if dissolution occurs.

Bottom line: under the Articles, the Board is expected to be the sole governing authority, to run the nonprofit in strict conformity with Iowa law and 501(c)(3) rules, to maintain corporate formalities (registered agent, filings, records), to steward assets for charitable purposes, and to plan for continuity and lawful dissolution.

Summary of Board Duties according to Bylaws

The board should provide governance and oversight: set policy and strategy, manage corporate authority (hire/remove officers, fill vacancies), ensure financial stewardship and legal compliance, run meetings per the bylaws, and enforce conflict‑of‑interest and indemnification provisions.

Overview of governance framework in the bylaws

The bylaws vest all corporate powers in the Board and state the corporation has no members, so the Board is the ultimate decision‑maker. Key structural facts the Board must honor: minimum three directors, one‑year director and officer terms, majority quorum, three‑day meeting notice, and two‑thirds vote to remove a director. These provisions define the Board’s formal duties and meeting mechanics.

Core duties the Board must carry out

Fiduciary oversight — monitor finances, approve the fiscal year, and ensure prudent use of assets. The Board must rely on the Treasurer’s reports and exercise the duty of care in all financial approvals.
Policy and strategic direction — adopt mission‑aligned policies and set strategic priorities; because the Board holds all powers, it must approve major programs and any changes to purpose or operations.
Officer selection and supervision — elect the President, Secretary, and Treasurer at the annual meeting, fill officer vacancies, and remove officers when necessary. The Board must define officer roles and evaluate performance.
Meeting governance and decision making — schedule and hold the annual meeting, call special meetings as allowed, ensure quorum rules are met, and document actions (minutes maintained by the Secretary). The Board may act by unanimous written consent when needed.
Committee oversight — create committees of two or more directors to handle delegated tasks, but retain ultimate responsibility for committee actions.
Conflict of interest management — require disclosure and abstention when conflicts arise and enforce the bylaw standard.
Legal and risk management — maintain a registered agent and office in Iowa, ensure compliance with Iowa nonprofit law and 501(c)(3) requirements, and apply the indemnification clause to protect directors and officers consistent with state law.
Amendments and dissolution — follow the bylaw notice requirement to amend bylaws and oversee lawful dissolution and asset distribution consistent with 501(c)(3) rules.

Officer responsibilities required by the bylaws

President: serve as chief executive, preside at meetings, and supervise affairs.
Secretary: keep minutes, maintain records, and give notices.
Treasurer: manage funds, keep financial records, and provide financial reports.

Practical checklist to operationalize duties

Adopt a board calendar: annual meeting, budget approval, officer elections, and bylaw review.
Create basic policies: conflict of interest, financial controls, document retention, and whistleblower procedures.
Establish committee charters: finance and governance at minimum.
Document processes: written officer job descriptions, ED hiring/evaluation process (if applicable), and minutes retention.
Ensure compliance: maintain registered agent, file required state and IRS forms, and confirm indemnification insurance or D&O coverage.

Important: because the bylaws give the Board full authority and no members exist to check it, the Board should adopt clear internal policies and a transparent calendar to meet its legal and fiduciary obligations.