Leadership

Board of Directors

DS Directors’ powers, activities, and expectations are governed by Article II of the corporation’s bylaws.

DS Directors undertake their roles at the corporation with an understanding that they have three essential duties:

1. They are obligated to ensure that DS is making prudent use of all of its human, material, and financial resources.
2. They are tasked with ensuring that DS activities are undertaken to advance its mission. This includes recognizing and disclosing conflicts of interest for the Board of Directors, Officers, and key personnel.
3. Finally, DS Directors are obligated to ensure that DS obeys all applicable laws and regulations, abides by its own bylaws, and adheres to its mission.

At an operational level, DS Directors are expected to:

• Participate, as much as possible, in all DS Board of Directors meetings (currently held in the spring and fall of each year)
• Serve as a trusted advisor to DS leadership as they develop and implement DS’s strategic plan
• Review outcomes and metrics created by DS for evaluating its impact, and regularly measuring its performance and effectiveness using those metrics; reviewing agenda and supporting materials prior to board and committee meetings
• Approve DS’s annual budget, financial reports, and material business decisions; being informed of, and meeting all, legal and fiduciary responsibilities
• Contribute to an annual performance evaluation of the C-Suite employees
• Assist the COO and President in identifying and recruiting other Board Members
• Partner with the COO and other board members to ensure that board resolutions are carried out
• Serve on committees or task forces and taking on special assignments
• Represent DS to stakeholders; acting as an ambassador for the organization
• Ensure DS’s commitment to a diverse board and staff that reflects the communities DS serves

DS Directors do not have a fundraising expectation. DS Directors may not be compensated for their service but may be reimbursed for travel and accommodations related to in-person meetings for DS.

DS Directors are elected at each Fall annual meeting by the incumbent Directors to succeed those Directors whose terms have expired. The Board of Directors are elected in two classes, as provided in the Articles of Incorporation. DS Directors serve for two year terms, and may serve unlimited successive terms. Directors may be removed for cause by a vote of the Board, and may resign by submitting a letter of resignation to the Board, the President, or the Secretary. The presence of a majority of the Directors constitutes a quorum for matters that require a vote.

Corporate Officers: Powers and Duties

President: The president shall preside at all meetings of the Board, shall generally supervise the affairs of the corporation and shall keep the Board fully informed. Unless the Board specifically requires an additional signature, the president shall have the power to sign alone, in the name of the corporation, all checks and all contracts authorized either generally or specifically by the Board. Together with the treasurer, the president shall present to the Board at the annual meeting the report described in Section 9 of this Article. The president shall have any other powers and perform any other duties assigned by the Board.

Vice President: In the absence of the president, or in the event of his or her inability or refusal to act, the vice president (or, if there be more than one vice president, the first vice president) shall perform the duties of the president, and when so acting shall have all the powers and be subject to all the restrictions upon the president. The vice president shall have such other powers and perform such other duties as may be prescribed from time to time by the Board.

Secretary: The secretary shall prepare and maintain custody of minutes of the Directors’ meetings and for authenticating records of the corporation.

Treasurer: The treasurer shall keep or supervise the keeping of complete and accurate accounts of receipts and disbursements of the corporation and shall deposit all funds of the corporation in the name and to the credit of the corporation in the banks or other depositories chosen by the Board. When requested by the Board, the treasurer shall at all reasonable times exhibit the books and accounts to any Officer or Director of the corporation, and shall perform any other duties assigned by the Board. At the annual meeting of the Board, the treasurer, together with the president, shall present a report showing:

• the assets and liabilities of the corporation as of a twelve month fiscal period terminating not more than six months prior to the meeting;
• the principal changes in assets and liabilities during that fiscal period;
• the revenues or receipts of the corporation, both unrestricted and restricted to particular purposes, for that fiscal period; and
• the expenses or disbursements of the corporation, for both general and restricted purposes, during that fiscal period.

The report shall be verified by the president and treasurer or certified by a public or certified accountant and filed with the minutes of the annual meeting. The report to the Board may consist of a verified or certified copy of any report by the corporation to the Internal Revenue Service or the Attorney General of the Commonwealth of Virginia which includes the information specified above.

Adopted by the Digital Scholar Board on December 5, 2023.