ICL BOARD MEMBERS
Synthesis Circle
ARTICLE VI. Synthesis Circle
Section 6.1.0. Synthesis Circle. The Synthesis Circle primarily directs the processes of governance that enable staff to accomplish the on-the-ground work. It does not direct the on-the-ground details of the ICL work.
Section 6.2.0. Synthesis Circle Roles and Responsibilities. The primary role of the Synthesis Circle is to make important decisions that impact ICL’s direction, strategy, fiduciary, and its overall performance. The core duties of the Synthesis Circle will include:
Section 6.2.1. Strategic Oversight
· Discuss and vote on major decisions including financial planning, budget allocation, investments, partnerships, and organizational policies.
· Hire and evaluate executive leadership and oversee training and development initiatives.
Section 6.2.2. Financial Stewardship
· Review financial statements and ensure transparency and compliance with fiscal regulations.
· Adopt an annual operating budget prior to each fiscal year.
· Approve expenditures outside the adopted budget.
· Acquire and manage assets, donations, and purchases, that the Synthesis Circle determines to be useful and prudent in furtherance of the purposes of the Organization.
Section 6.2.3. Governance and Compliance
· Ensure compliance with all Bylaws and nonprofit regulations through the voting process.
· Intervene when staff decisions pose legal, financial, or ethical risks, or threaten ICL’s tax-exempt status or mission.
Section 6.2.4. Organizational Integrity
· Establish and enforce policies related to risk management, legal compliance, and ethical standards.
· Investigate potential conflicts of interest and supervise officers, agents, and working circles.
Section 6.2.5. Reporting and Accountability
· Approving and publishing an Annual Report, which should include:
o A summary of the Organization’s activities,
o The most recent financial statements,
o A list of all real estate held by the Organization.
Section 6.2.6. Leadership
· Adopt and implement policies for hiring, supervision, and evaluation of employees.
· Select all officers of the Synthesis Circle
· Adopt and implement policies and practices consistent with the vision, mission and values of ICL.
Section 6.3.0. Number of Directors. The Organization shall have a Synthesis Circle consisting of at least three (3) and no more than (12) Directors in which all members of the Synthesis Circle will be known as Directors. The Bylaws may be amended to increase or decrease the number of Directors serving on the Synthesis Circle, although at no time shall there be fewer than three (3) Directors.
Section 6.4.0 Composition of the Synthesis Circle. There shall be three categories of Directors, each category should include, as close as possible, one third (1/3) of the total membership of the Synthesis Circle. For example, if the Synthesis Circle has 12 members, then each category should have 4 Directors. The three categories shall be (i) Directors representing ICL initiatives (“Initiatives Directors”), (ii) Directors representing General Neighborhood or other cooperative sector work (“Neighborhood Directors”), and (iii) Directors representing the interests of the public (“Public Directors”). We will strive to uphold sociocraticpractices and processes.
Ron Davis
Treasure
Umar Tennessee
Umar Tennessee
President
Jason Davis
Umar Tennessee
Secretary
Carlos L. Penn
Vice President
The Institute of Cooperative Learning
Rooted East, Battle Field Farms, Shora Foundation, Knox County Community Garden & Growers Alliance, The East Tennessee Farmland Commons, The Farmland Trust Tennessee.
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