BOARD RESOURCES COMMITTEE DESCRIPTIONS ADMINISTRATION AND FINANCE COMMITTEE CHARTER. Terms of Reference:

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1 S ADMINISTRATION AND FINANCE COMMITTEE CHARTER Terms of Reference: The principal responsibility of the Administration and Finance Committee is to oversee the administrative financial operation of the organization on behalf of the Board of Directors. The Committee will exercise specific responsibility for the development and management of annual budgets, financial policies, human resource policy, general administrative policy, and building operations. The Committee provides guidance and direction to management with respect to the development of the required annual program, capital, operating and building budgets, and the Committee will recommend their adoption to the Board of Directors. The Committee in cooperation with management, will recommend annually a percentage increase factor to be used by management in developing the organization-wide salary pool from which individual salary determinations will be made by management. The Committee has oversight responsibility on compensation matters, specifically to compensation for staff other than senior management. (Senior management salaries are reviewed on an annual basis by the Compensation Committee. The Chairman of the Administration and Finance Committee is a member of the Compensation Committee.) The Chairman of the Administration and Finance Committee will review the organization s expenses periodically to assure that actual expenses are consistent with the approved budgets for the fiscal year. Any major deviations from approved budgets, either contemplated or occurring, will be referred to the Administration and Finance Committee for its review, and action as may be required. The Committee is charged also with assessing and monitoring all operating cost cash flow requirements, and advising the Executive Committee and/or the Investment Committee on cash flow matters which may have a bearing on investment plans or strategies. The Administration and Finance Committee has oversight responsibility for any building property or other major assets owned by the organization. The Committee will review the status of assets periodically by receiving reports from management and from independent advisors as may be available and evaluate the performance of any significant assets. The Committee will make recommendations regarding the acquisition, management and disposition of the building and/or other significant fixed assets. The Administration and Finance Committee s oversight responsibility includes conducting a periodic review, with management, of human resource policies and procedures including all employee benefit programs to assure that benefits being provided are appropriate and that costs of such benefits are competitive and are being monitored by management. The Chairman of the Administration and Finance Committee serves as a member of the Executive Committee.

2 S AUDIT COMMITTEE CHARTER Purpose: The primary function of the Audit Committee of the United Way of Massachusetts Bay (UWMB) is to assist the Board of Directors in fulfilling its oversight responsibilities relating to the following. 1. The fairness of presentation and disclosure of UWMB s Financial Statements. 2. The reliability of UWMB s internal control systems. 3. The performance of the independent auditors function. 4. The independent auditors qualifications and independence. 5. Compliance with UWMB s Code of Ethics. It is also the responsibility of the Audit Committee to maintain free and open communication among committee members, independent auditors, and management of UWMB. The Committee shall take appropriate actions to review and approve the overall standards for quality financial reporting and ethical behavior for UWMB. Membership: The membership of the Audit Committee shall be subject to annual approval by the Board. A majority of the members of the Committee shall be independent, meaning that they are neither (i) interested in any related party transaction under the policies and procedures concerning conflicts of interest nor (ii) related to any member of UWMB s management staff. A person who is not independent may be a member of the Committee only if the Board determines, upon full disclosure, that the person s interest or relationship would not interfere with the exercise of his or her independent judgement as a member of the Committee. All Committee members shall be financially literate and at least one member shall be considered a financial or accounting expert. Financial literacy is defined as being able to both read and understand fundamental financial statements. A financial or accounting expert is defined as a person who has: an in depth understanding of generally accepted accounting principles and financial statements; experience in preparing and/or auditing financial statements; extensive experience in internal control systems; and an understanding of audit committee functions. Such an expert should also have a master s degree in business administration and/or be a certified public accountant with significant experience in the non-profit sector.

3 S AUDIT COMMITTEE CHARTER Duties and Responsibilities: The following shall be the principal duties and responsibilities of the Audit Committee. These are set forth as a guide with the understanding that the Committee may supplement them as appropriate. 1. Responsible for the appointment, compensation, oversight and retention of UWMB s independent auditors. 2. Evaluate annually the qualifications and performance of the independent auditors. The independent auditors shall report directly to the Audit Committee. 3. Annually review with management and the independent auditors: the acceptability and quality of UWMB s accounting principles and practices; the consistency in the application of these principles and practices; the reasonableness of significant judgments and estimates of management; the degree of aggressiveness or conservatism in the application of accounting principles; and the completeness and clarity of the financial statements and related disclosures. 4. Confirm with both management and the independent auditors that the annual financial statements disclose all material off balance sheet transactions, arrangements, obligations, and any other relationship of UWMB with other entities or persons that may have a material current or future effect on UWMB s financial condition. 5. Review and approve the annual financial statements of UWMB and any audit reports on Federal Awards received by UWMB as required by OMB Circular A Annually assess the independence of the independent auditors by reviewing the auditors letter required by Independence Standards Board Standard No. 1 and discuss any relationship disclosed that may impact auditor objectivity or independence. 7. Annually obtain and review the report from the independent auditors regarding required communications under Statement of Auditing Standards No. 61, as amended. 8. Review with the auditors any difficulties encountered during the course of the audit, any restrictions on the scope of work or access to required information and any significant disagreements between management and the auditors in connection with the preparation of the financial statements. 9. Review with the auditors any communication between the audit team and the auditors national office regarding auditing or accounting issues. 10. Review with the auditors any formal comments addressing internal controls or other recommendations and the Schedule of Unadjusted Differences (if any) prepared by the auditors.

4 S AUDIT COMMITTEE CHARTER 11. Review with the auditors all critical accounting policies and practices used by UWMB, alternative treatments permitted within the bounds of generally accepted accounting principles, the effect of using such alternative treatments on UWMB financial statements and the treatment preferred by the independent auditors. 12. Review and negotiate the annual audit engagement proposal with the independent auditors and recommend the audit scope, schedule and associated fees to the Board of Directors for approval. 13. Pre-approve all consulting services of $10,000 or more provided by the independent auditors. However, the independent auditors are prohibited in performing the following services: appraisal or valuation services; management or human resource functions; investment advice or services; legal services; any service that would violate the US General Accounting Office Independence Standard or any other applicable law, regulation, or standard having the force of law. 14. Review with management and the independent auditors any new and significant accounting pronouncements and understand the impact they may have on UWMB s financial statements. 15. Review and appraise the adequacy of the organizational structure of the finance and accounting functions for the appropriate separation of duties and responsibilities. 16. Approve and monitor the UWMB Code of Ethics. 17. Review conflict of interest disclosure reports related to members of the Board, members of standing committees of the Board and senior managers with respect to both related party transactions and agency relationships and report them to the Board. 18. In concert with the Finance and Administration Committee, review and approve procedures for the receipt, retention and treatment of complaints received by UWMB regarding accounting, internal control or auditing matters. These procedures will provide for the anonymous submission by employees of any concerns regarding questionable matters of a financial or accounting nature. 19. Review and assess the adequacy of this Charter on an annual basis.

5 S AUDIT COMMITTEE CHARTER Resources and Authority: The Audit Committee is empowered to investigate any matter within the scope of its authority with full access to all books, records, facilities, and personnel of UWMB and to engage independent counsel and other advisors as it determines necessary or advisable to fulfill its duties. Meetings: The Audit Committee will meet at least three times a year and maintain minutes of such meetings. Reports of all meetings will be made to the Executive Committee and/or the Board of Directors. The Committee may request any officer, employee, outside counsel or the independent auditors to attend a meeting of the Committee or meet with any members of, or consultants to, the Committee. The Committee will provide sufficient opportunity for the independent auditors to meet privately with the Committee to discuss any matters of concern.

6 Investment Committee Charter The principal responsibility of the Investment Committee is to oversee the management and investment of the Endowment and Reserves Fund. The Committee will also review the management and performance of the United Way Millennium Fund for Children and Families, an endowment partnership with The Boston Foundation. The Investment Committee will provide guidance and direction to both UWMB management and the retained investment advisor(s) regarding appropriate investments, asset allocations, and performance expectations for the Endowment and Reserves Fund and for the United Way Millennium Fund for Children and Families, the latter subject to approval by The Boston Foundation. The Committee will develop investment policies and objectives and submit recommendations to the Board for approval. The Committee may be aided by investment consultants to assist in developing policies and reviewing performance. The Investment Committee will meet periodically, generally on a quarterly basis, with management, the investment advisor(s), and the investment consultant, if retained, to conduct a review of the performance of the investment portfolio(s) and compliance with investment goals and guidelines. Reviews of the United Way Millennium Fund for Children may occur less frequently. The Committee s oversight responsibility includes assuring that funds are prudently invested consistent with the investment policies and objectives of the United Way of Massachusetts Bay. The Committee will be responsible for approving the election of the investment advisor(s) and respective fee structures. The Committee will report on investment performance and activities and recommend necessary actions to the Executive Committee and to the Board of Directors. The Chairman of the Investment Committee also serves as a member of the Executive Committee.

7 Governance and Nominating Committee Charter Purpose: BOARD RESOURCES The purpose of the Governance and Nominating Committee of the Board of Directors of United Way of Massachusetts Bay is to undertake all activities necessary to ensure that UWMB 1) has a highly qualified, diverse board of directors whose members have the expertise and experience necessary to provide outstanding governance to the organization and 2) is governed by, and complies with, appropriate governance guidelines. Responsibilities: The Committee shall undertake all activities necessary or appropriate to fulfill the purposes for which is constituted. In its nominating function, such activities may include 1) ensuring there is a pool of appropriate candidates available year-round to fill board vacancies 2) overseeing orientation of new directors and continuing education of experienced directors; and 3) establishing processes for the Board to periodically assess its performance, and for members to assess their own performance. In its governance function, such activities may include 1) recommending establishment of board committees and sub-committees, and 2) monitoring the board s compliance with its fiduciary obligations. Structure: The Committee shall consist of nine (9) persons. Three (3) members of the Committee shall be elected annually for three-year terms by the directors at their annual meeting. Members may serve no more than two consecutive three-year terms. Procedures: The Committee shall meet no fewer than three (3) times per year and at such other times as it deems necessary or appropriate. Members are expected to attend the meetings to have reviewed any materials distributed to them in advance. In special circumstances, a member may participate by telephone conference.

8 Resource Development Committee Charter Purpose: BOARD RESOURCES The Resource Development Committee works to ensure that the United Way has adequate revenue to fulfill its strategic plan. It oversees the development of short and long term strategies, plans and activities related to fundraising, and presents to the Board for their review and approval. Strategies, plans and activities will be based on the Resource Development Strategic Plan to: Increase Donor Retention o Focus on AdT and Beacon Society members o Manage retention through enhanced (electronic) campaigns o Rollover campaigns for payroll deduction gifts Increase Donor Base o Participation in existing workplace campaigns o New donors outside of traditional workplace relationships o New workplace campaigns Increase Donor Gifts o Membership in AdT Society o Membership in Beacon Society o Increase non-leadership average gift (Caring Club at $3/week) Focus on Growth through Foundations and Grants Identify Prospects for and Solicit Transformational Gifts Create an Endowment Campaign Process: Ensure the development of short and long-term strategies for increasing resources. Set/review Annual Revenue goals and objectives within the context of the long-term Strategic Plan. Work with Resource Development, Community Impact, Communication and Marketing staff in implementing fund raising plans. Advise on the planning and facilitating of the annual campaign and special events, planned giving, endowment, multi-year and transformational gifts related to fundraising, and other fundraising mechanisms. Help identify and implement new development opportunities. Steward the top Priority Partners with the Board.

9 Resource Development Committee Charter Payoff: BOARD RESOURCES Ensure a consistent, clear, targeted and goal oriented approach to fundraising, coordinated throughout all volunteer development groups. Membership Roles and Responsibilities: Members of the Resource Development Committee, supported by United Way s Chief Executive Officer, Chief Development Officer and Development staff, will be recruited from our United Way Communities and include the following representation: 1 Chair Report in to the Board, provide direction and set priorities of the committee, hold meetings 4-6 At-Large Members Focus on long-term strategic planning around non-traditional workplace partner structure: foundations, grants, planned giving, transformational gifts, endowment 4-6 Ad-Hoc Members Recruited for specific outreach efforts with emphasis on breakthrough growth opportunities: New campaigns, campaigns from non-headquarter sites, cultivate and solicit transformational or endowment prospects, foundation requests 6 Annual Campaign Cabinet Leadership (2 Chairs, 2 Vice-Chairs, 2 Immediate Past Chairs) Focus on annual campaign goals, strategies and execution, particularly Priority Partners Members will make at least a two-year commitment to the Committee. Committee Chair will serve twoyear terms. Ad Hoc members service will be for one or more years. The UWMBMV Board Chair will select the Committee Chair. Meetings: Regular meetings of the Resource Development Committee will be held at least three times a year, or as determined to be necessary. Special meetings may be called by the Resource Development Committee Chairs with sufficient notice to the members.

10 Annual Campaign Cabinet Purpose: Provide oversight of all annual campaign components and Development Councils with a focus on delivering the overall revenue goal and growth. Annual Campaign Components: Increase Donor Retention (focus on maintaining AdT and Beacon Society Membership) Increase Donor Base (focus on participation both in existing and new campaigns) Increase Donor Gift (focus on growing AdT and Beacon Membership) Process: Focus on these elements in our Priority Partners Responsibility to increase revenue in 70 Priority Partners (3-4 assigned to each Cabinet Member) Review account plan and action steps with appropriate United Way Staff Schedule and attend CEO call Make specific campaign requests Make specific ask for corporate gift support Speak at campaign events with Priority Partners Thank and recognize leadership donors Review post-campaign analysis Identify and explore new opportunities for gift revenue Payoff: Drive accountability for United Way Staff to execute Business Plans and action steps Growth within our Priority Partners by generating incremental growth in donor base, average gift and donor retention Growth in new business Meet or exceed annual campaign goal

11 Membership - Roles and Responsibilities: Campaign Chairs (2nd year of 3 year commitment) The Campaign Chairs are responsible for the overall annual campaign goal and will play a highly visible role at corporate and community events. Chairs are responsible for recruiting, managing and motivating a team of committed volunteers who are willing to take ownership in three to four Priority Partners as well as oversight for the overall annual campaign result. Chair will appoint appropriate colleague to serve as Aid to Camp to provide support. Chairs will also have responsibility for Priority Partners (including solicitation of personal and corporate contributions and commitments to run workplace campaigns). Campaign Chairs will schedule and lead Cabinet meetings throughout the campaign year and will also serve on and report progress to the Resource Development Committee. The Chair will also be asked to support the Campaign Cabinet Chairs Budget which will be a fund that covers both functional expenses and sponsorship opportunities. Chairs will work closely with Development Division leadership, as well as appropriate Cabinet Members to be aware of progress and best practices of existing Annual Campaign Development Councils. Vice Chair (1st year of 3 year commitment) The Vice Chair s main responsibility is to manage 3 Priority Partner accounts as well as serve on the Resource Development Committee as the Cabinet liaison during the first year. Vice Chair will also be asked to attend specific United Way functions as well as support the chair. Immediate Past Campaign Chair (final year of 3 year commitment) Immediate Past Campaign Chairs will be responsible for three to four Priority Partners and will provide counsel to Campaign Chair. Immediate Past Campaign Chair is a part of the Annual Campaign Cabinet leadership and will serve on Resource Development Committee. Vertical Lead Volunteers Vertical Lead Volunteers (6-8) are responsible for helping to recruit, manage and motivate a team of committed volunteers within an industry vertical. The Vertical Lead will work with the appropriate United Way team lead to set a goal for their vertical and will work to help volunteers and staff to attain the goal. Annual Campaign Cabinet Members Cabinet Members (12-15) will represent a cross section of industry and segment councils, but do not need to be a member of an existing council to serve on the Cabinet. Each Cabinet Member will be responsible for 3 Priority Partners as outlined in the Annual Campaign Cabinet charter and will be required to participate in Annual Campaign Cabinet meetings. Cabinet Members will often serve as a conduit for the progress and success of existing Development Councils. Annual Campaign Cabinet members will serve a 12 month term.

12 Community Impact Committee Purpose: The Community Impact Committee ( CIC ) is an advisory body created to assist the Board of Directors and its Executive Committee in ensuring the effective impact of UWMBMV s investments in the served communities, including: Determining and refining goals and performance metrics designed to help assure fulfillment of the institution s mission; Allocating funds consistent with fulfillment of those goals; Tracking performance over time to ensure appropriate levels of progress and accomplishment; Reviewing the viability and performance effectiveness of current and prospective agencies/programs receiving UWMBMV funds; Reviewing the quality and effectiveness of UWMBMV s relationships with those agencies and with the community at large; Recommending any changes that may be appropriate to ensure more effective impact of UWMBMV programs and funding allocations. All aspects of the Committee s charter, activities, and structure are subject to Board approval and may be changed by the Board at any time. Responsibilities, Authority, and Scope: The CIC acts as a sounding board on behalf of the board, to provide guidance and direction to UWMBMV management and staff regarding appropriate goals and impact/outcome objectives, impact measurement criteria and processes, interim milestones, agency relationships, and disbursement of funds in fulfillment of the mission and objectives approved by the Board. The Committee, on the advice and counsel of Community Impact staff, develops recommendations subject to Board approval regarding proposed measurements, objectives, and allocations, as well as related processes and policies. The Committee proposes agency allocations for the annual budget (within the aggregate limits prescribed by the Board), as well as any adjustments, deviations, off-cycle allocations, or exceptions that may be proposed from time to time. These responsibilities apply to all funds included in the annual Community Program Budget, as well as other grants and programmatic initiatives designated by the Board. The Committee will report on performance and activities and recommend necessary actions to the Executive Committee and to the Board of Directors. Committee Membership and Structure: The membership of the CIC is subject to annual approval by the Board. The Committee will comprise not fewer than 15 and not more than 25 members, including at least two members of the Board appointed by the Board Chair. Members are appointed for a term of three years, and are eligible to serve for a maximum of three consecutive three-year terms. A former Committee member may be re-appointed after a hiatus of at least one year(s). As appointed by the UWMBMV Board Chair, one or more of the Board members on the CIC will serve as the Committee Chair(s) for no more than three consecutive years.

13 Committee members will be selected to bring a wide range of perspectives, experiences, and abilities to bear on the Committee s mission and processes. Members will typically include individuals able to represent the diverse perspectives and populations of the served communities, donor communities, and agencies. Recommendations for new Committee members may be made to the Committee Chair(s) and/or the Community Impact Vice President. New members will be selected by the Committee Chair(s) on behalf of the Board. A majority of the members of the Committee shall be independent, meaning that they are neither (i) interested in any related party transaction under the policies and procedures concerning conflicts of interest nor (ii) related to any member of UWMBMV s management staff. A person who is not independent may be a member of the Committee only if the Committee Chair determines, upon full disclosure, that the person s interest or relationship would not interfere with the exercise of his or her independent judgement as a member of the Committee. New Committee members are encouraged to consider their first year a trial period and may be excused from the remainder of their term if they find they do not wish to make the commitment of the full three years. Of course any member may resign at any time or be asked to resign if circumstances prevent them from meeting the expectations described below. All CIC members are expected to Regularly attend and participate in monthly meetings of the CIC and any subcommittees in which they are included Make decisions consistent with the best interests of the mission of the UWMBMV Engage in open and constructive dialog to help ensure that the Committee functions well as a group in interactions with one another and with UWMBMV staff Adhere to all policies of the UWMBMV, including but not limited to those regarding confidentiality, conflict of interest, diversity, inclusion, transparency and accountability Make known to the Committee chair(s) any conflict of interest they may have that might affect a discussion or decision before the Committee, and recuse themselves from votes or decision making with respect to such matters Make some level of financial donation to UWMBMV each year, consistent with one s ability and circumstances. In the course of fulfilling the Committee s responsibilities, CIC members will be privy to information that is confidential to UWMBMV and/or its past, current or prospective affiliate agencies. All members have the duty to protect the confidentiality of such information. Subcommittees: To help ensure appropriate focus and depth of understanding, the Committee may form standing and/or ad hoc subcommittees to address specific topic areas. Subcommittees will report findings and recommendations to the CIC for review and decision making. (Current standing subcommittees are: Children & Youth; Housing & Employment; Volunteer Engagement; and Merrimack Valley Integration.). Subcommittees may be formed, revised, or dissolved by the CIC Committee Chair(s) at any time.

14 Meetings: The CIC meets periodically (generally monthly, September through June), to monitor: evolution of impact objectives and measurements, performance against those objectives, allocation of funds consistent with the annual budget approved by the Board, any issues that may arise regarding funded or prospective agencies any issues that may arise which may call for re-prioritization or allocation of funds. The Committee will maintain minutes and attendance records of its meetings. Reports of all meetings will be made to the Executive Committee and/or the Board of Directors. OTHER COMMITTEES: INDUSTRY/AFFINITY COMMITTEES REAL ESTATE HEALTHCARE PROFESSIONAL SERVICES PRIVATE EQUITY/VENTURE CAPITAL WOMEN S INITIATIVE EMERGING LEADERS FINANCIAL SERVICES IMPACT COUNCILS PUBLIC VISIBILITY COMPENSATION COMMITTEE