8/22/17
Diversity Joint Venture Charter
I. Purpose of the Charter and Bylaws
The purpose of the charter and bylaws is to provide the organizational framework and clarify the governance of the Diversity Joint Venture (DJV) to accomplish its goals and objectives. The bylaws serve to clearly convey expectations of the Management Board Members, Coordinator, and Partners. For the purposes of the DJV, a partner is defined as an entity interested in furthering the goals of the DJV which participates on a voluntary basis and has no formal, legal association with each other or the DJV endeavor.
II. Introduction
The Diversity Joint Venture, a national partnership of federal and state agencies, universities, non-governmental organizations, foundations, and professional societies, is committed to increasing diversity in the conservation workforce. For the purposes of the DJV, the conservation workforce includes those individuals who work in conservation related organizations that preserve and protect natural resources. The DJV collaboration involves a common agenda, shared measurement, continuous communication, and mutually reinforcing activities among all participants.
Diversity, equity and inclusion strengthen the conservation workforce. For the purposes of the DJV, diversity includes gender, race, ethnicity, and age, as well as religion, disability, and sexual orientation. It also includes personal characteristics such as knowledge, ideas, communication style, life experiences, and cultural background. Individuals that have these attributes make the conservation workforce more effective in several ways. A diverse workforce improves outcomes through increased creativity, problem-solving, innovation, and performance. By aiming to reflect U.S. demographics, a diverse workforce can channel an increasingly diverse country to support conservation efforts politically, morally, and financially. Engaging difference improves individual and organizational understanding of and relationships with diverse communities, and engages the next generation of conservationists. And finally, increasing diverse perspectives and people provides the workplace with a positive moral foundation because it is the right thing to do.
The DJV is also committed to increasing equity in the conservation workforce and an inclusive work environment. Equity means the creation of opportunities for historically underrepresented populations of employees to have equal access to jobs, professional growth opportunities, and advancement that close the demographic disparities in all parts of the workforce. Equity levels the playing field of historical and institutional behaviors that have and can hinder access to the conservation profession. An inclusive work environment treats individuals fairly and with respect, provides equal access to opportunities and resources, and contributes fully to the organization’s success. Inclusion is when employees feel respected, valued for who they are, and feel supported so that they can do their best at work and thereby make an organization successful.
III. Goals
The general Goal of the Diversity Joint Venture is to strengthen the conservation workforce through diversity, equity, and inclusion. The specific initial goals of the Diversity Joint Venture are to increase the number of women and people of color in the conservation workforce.
IV. Management of the Diversity Joint Venture
The DJV is governed by a Management Board (individuals of the Management Board are referred to as Board Members) that is responsible for making decisions on behalf of the DJV Partners regarding actions taken by the partnership. Activities will be documented in an Implementation Plan. The Management Board will determine the most appropriate mechanism for implementing strategies and activities.
V. Membership
Participation in the DJV is open to federal and state agencies, universities, non-governmental organizations, foundations, professional societies, and conservation related organizations whose activities may directly or indirectly affect diversity in the conservation workforce.
The primary consideration in member recruitment is attracting employees from organizations or individuals who best serve the DJV goals and objectives and contribute to high-functioning involvement. New Partners may be invited to participate by a simple majority vote of the management board after being nominated by an existing Partner, being petitioned by a new organization, or recruited by the Management Board.
In addition, individuals and new organizational members not currently represented on the Management Board may volunteer, be nominated by a Board Member, or be recruited by the Board or the Coordinator. Candidate(s) shall be required to apply by submitting a letter of interest and qualifications to the Coordinator for Management Board review. A majority of the Management Board may approve the candidate once a letter of interest and qualifications has been presented prior to a meeting of the Management Board.
VI. Roles, Structure, and Function
Activities will be proposed by Board Members and Partners and will be detailed in an Implementation Plan. At the discretion of the Management Board, Working groups of the DJV partners will implement identified activities in the Implementation Plan. DJV Partners will belong to one or more of the Working groups based on their ability to support implementation of the activity. A lead individual will be identified to coordinate each Working group. Additional Working groups and ad hoc groups may be formed in the future if deemed necessary to support the goals of the DJV.
A Coordinator will support and assist the Management Board in its oversight of the Implementation Plan; in organizing meetings; and coordinating the DJV. See additional description of roles and management of the Board Members (sections XI and X), Partners (sections XI and XII, and Coordinator (section XIII) below.
VII. Meetings
The Management Board will meet at least twice (2) a year and up to four (4) times per year at locations agreed to by a majority of the members and at a location designated by Management Board. The Management Board may hold additional meetings as agreed upon by a majority of the members. Meetings of the of Management Board will be held in person or on conference calls as needed but carefully planned in order to use the time of the Board Members as efficiently as possible. Notice of these meetings shall be sent to all members of the Management Board no less than ten (10) days, prior to the meeting date. Regular agenda items will include strategic planning; presentation and discussion of the progress of the Implementation Plan; addressing any concerns pertaining to the work of the Working groups; overseeing the budget and approving allocation of funds to support DJV activities; and any other operational matters of the partnership.
The full body of the DJV will hold at least one meeting annually. Working groups will communicate in the most efficient manner as often as necessary to implement DJV activities.
VIII. Conduct of Meetings
At the discretion of the Chair, Management Board meetings may be conducted using parliamentary procedure, as described by the latest edition of Robert’s Rules of Order. All actions and decisions pertaining to any expenditure of DJV funds or any other financial matter shall be made using Robert’s Rules of Order.
Meetings of the full body of the DJV will be facilitated by the Coordinator and Members of the Board.
IX. Management Board Responsibilities
A. Board members are knowledgeable about diversity, equity, and inclusion.
Board members must be informed and well-versed regarding diversity, equity, and inclusion in the conservation workforce.
B. Board members are committed to the purpose of the DJV.
Board members must have a passion for the mission of the DJV. This passion is demonstrated in the active participation in the vision and strategies of the DJV.
C. Board members are responsible for advancing the mission of the DJV.
Board members guide and direct the mission of the DJV. Part of that work requires working with partners and to ensure that the DJV has the resources to advance the mission.
D. Board members are able to make decisions on behalf of their agency or organization, to the extent authorized by their agency or organization.
As representatives of their organization, to the extent authorized by their organization, board members will make decisions on its behalf.
E. Board members represent the DJV partners.
In addition to representing their own organization, board members are expected to make decisions that take into account the views of other partners in the Joint Venture. Board members should reach out to ensure that they know the views and interests of the other partners.
F. Board members make a commitment of time.
Board members are expected to commit to a reasonable amount of time spent on DJV management board business. The Management Board will usually meet 2-4 times a year for 2-3 days per meeting which equates to approximately 6-12 days per year of actual presence.
G. Board members serve as advocates and spokespeople for the DJV’s mission.
Spreading word about the DJV will help it develop and succeed. Board members are the frontline individuals who publicly advocate for the DJV’s mission. This includes public relations and interacting with other organizations.
H. The Management Board aspires to reflect the composition of the DJV goals and partners.
Members reflect the workforce that the DJV strives to build, including but not limited to:
1. federal and state agencies, non-profit organizations, universities, professional societies and associations, foundations, and conservation related organizations;
2. race, ethnicity, gender, sexual orientation, disability, and age; and
3. disciplines within the sector (e.g., policy/advocacy, science, legal, recruiting, etc.,)
X. Management Board By-Laws
A. General Role
The DJV shall be managed by a Management Board. The Management Board shall make decisions that take into account the views of the DJV partner organizations and be responsible for the management of the activities of the Venture. In addition, the Management Board will be responsible for allocating funding on behalf of the DJV; inviting organizations to join the DJV; and ensuring the effective functioning of the partnership.
B. Management Board Number, Tenure, and Requirements:
1. The number of board members shall be fixed from time-to-time by the board members but shall consist of no less than three (3) nor more than fifteen (15) including a Chair and Co-Chair.
2. A Chair and Co-Chair will be chosen by a simple majority vote of the Management Board with each serving a two (2) year term. The Chair will be responsible for leading Management Board meetings; serving as the representative of the Management Board; and acting as spokesperson for the Management Board. The Co-Chair will execute the functions of the Chair if the Chair is unable to fulfill these functions.
3. The sitting members of the Board shall continue in office until their successors shall be duly elected.
4. There are no term limits for members and any member may resign from the Management Board by 30-day advance written notice.
5. To become a new member of the Management Board, an individual must be approved by a majority vote of the members present and voting. No vote on new members of the Board shall be held unless a quorum of the Management Board is present as provided in Section C. New members may apply for membership, be nominated by an active member, or be recruited by the Management Board to fill a vacancy. Candidates shall be required to apply by submitting a letter of interest and qualifications for review.
6. It shall be the responsibility of the Coordinator to deliver a new Board Member Orientation by providing a copy of the DJV charter and bylaws and implementation plan, and informing new members about the general organization and administration of the Management Board, its mission, policies and programs, any major problems it faces, programs of development in progress, and members’ responsibilities. Such orientation shall be planned and carried out whenever a new board member is appointed.
7. Each member of the Management Board shall attend at least ¾ of all scheduled meetings of the Management Board per year.
8. Proxies for a Board Member will not be allowed, however if a Member is unable to attend a regular Management Board meeting and has properly notified the Coordinator, the absent member can indicate their voting preference for specific motions to a Board Member or Coordinator in writing prior to the Management Board meeting.
C. Quorum
The presence, in person or via a conference call, of two-thirds of the active membership is necessary for any formal action requiring a vote or consent of the Management Board. If a quorum is not present for a Management Board meeting, all business matters requiring a Management Board vote may either be deferred to the next scheduled Management Board meeting or may be handled electronically between meetings.
D. Vacancies
Whenever any vacancy occurs in the Management Board it shall be filled without undue delay by a majority vote of the remaining members of the Management Board at a regular meeting. Vacancies may be created and filled according to specific methods as set forth in the by-laws.
E. Compensation
Members of the Management Board shall not receive any compensation for their services as Members.
F. Informal Action by Board Members
Any action may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Board Members following notice of the intended action to all members of the Management Board.
G. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the Chair, Co-Chair, or with assistance of the Coordinator, by reference to Robert’s Rules of Order.
H. Decision-Making
In general, and unless otherwise required by these bylaws, the Management Board shall act on major decisions by resolution or motion brought by a member, seconded by another member, and approved by a majority of the Management Board. A motion to call the question, if seconded and approved by majority, shall end debate and require a vote on the main motion or resolution. A motion to table may be made at any time. A motion to adjourn may be made at any time and takes priority over any other motion. When there shall be any question regarding procedure not addressed by these bylaws, Robert’s Rules of Order shall govern in all cases to which they are applicable and in which they are not inconsistent with these bylaws.
I. Conflict of Interest
A conflict exists when a member proposes to act on any issue, matter, or transaction in which the DJV has an interest and the member may have an interest separate from the DJV. This interest could involve: benefit to the professional or personal interests of the member; the appearance of divided loyalties; the advancement of self-interest; or creating a risk of disclosing confidential or proprietary information of the DJV. If a member’s outside activity (employment, participation or involvement in another business, corporation, institution or other entity) constitutes an appearance of conflict of interest or creates a conflict of interest, then the following steps shall be taken:
1. The Board Member will disclose to the Coordinator such conflict or the potential for conflict as soon as it becomes apparent to the member.
2. The Board chair shall include on the agenda a discussion of the conflict issue with the Management Board at its next regularly scheduled meeting.
3. If the Management Board determines that it is indeed a conflict of interest, then the member shall abstain himself/herself from discussion regarding any issue which involves their role as a member and their outside activity and abstain from voting on any such issue.
4. Any discussion and decisions made by the Management Board concerning conflict of interest situations shall be documented in the minutes of the board meeting.
5. If so motioned, the Management Board may terminate board membership for the member with a conflict of interest by a majority vote based on a quorum.
6. Contracted individuals, regardless of the type of compensation received or scope of work agreed upon, shall be excluded from membership on the Management Board while maintaining a contractual agreement with the DJV.
J. Removal
Any member of the Management Board or member of the full body of the DJV may be removed with or without cause, at any time, by a vote of three-quarters (3/4) of the members of the Management Board if in their judgment the best interest of the DJV would be served thereby. Each member of the Management Board must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action.
XI. Partner Responsibilities
A. Partners support the activities of the DJV.
Partners implement the activities that accomplish the goals of the DJV. The partners will collectively choose activities that best accomplish the DJV goals and then each partner will decide how they can contribute to those activities. The activities of the DJV are guided by five strategies that include branding of the conservation field, supporting an inclusive work environment, increasing diversity in the workforce, networking, and education.
B. Partners provide resources to the DJV.
The Partners each have capabilities to offer with the understanding that they will provide resources to extent that they are able. The resources can be technical, strategic thinking, administrative, funding, marketing, communication, knowledge, and staff.
C. Partners commit to differing levels of engagement to the DJV.
Partners may commit to differing levels of engagement when implementing the DJV activities based on their ability to do so. Full partners are expected to provide a sustained commitment to the DJV by attending meetings, providing resources, and implementing activities. Contributing partners are less engaged but still provide support such as joining discussions and sharing information.
D. Partners represent their agency or organization.
Partners provide input to the DJV that represents their organization’s mission. The DJV will be more effective as a collaborative effort guided by many different perspectives.
E. Partners collaborate with other DJV partners.
In addition to representing their own organization, partners need to work with other partners to accomplish the DJV goals. By forming Working groups, the effort to implement the activities can be spread among several different partners.
F. Partners serve as advocates for the DJV’s mission.
Partners can amplify the DJV messaging. Each partner should communicate the goals and successes of the DJV within and outside their organizations.
XII. Partner By-laws
A. General Role
The activities of the DJV will be implemented by the Partners. Working with other Partners or other entities, the Partners will lead, coordinate, or staff Working groups to implement the approved activities.
B. Partner Tenure, Selection, and Requirements
Individuals may serve as Partners for any length of time based on their availability. Partner organizations will be invited to participate with the DJV based on approval of the Management Board at which time the invited organization will identify a representative to work with the DJV.
C. Compensation
DJV Partners shall not receive any compensation for their services as Partners.
D. Participation in Working groups
Representatives of partner organizations will serve on at least one Working group that is implementing an activity of the DJV. Individuals are encouraged to serve on additional Working groups if they can provide expertise or other support for the working group activity.
XIII. Coordinator Responsibilities
The Coordinator is an ex-officio member of the board having all the rights and obligations of the Management Board; including the rights to discuss, debate, make decisions, and vote. The Coordinator is also accountable for the duties of the position in the charter and bylaws. However, based on Robert’s Rules, the Coordinator shall not be included in the count when determining the number needed for a quorum and they should not be counted when determining if a quorum is present.
The Coordinator shall provide leadership in planning the work of the Management Board in supporting both the Management Board and Partners in ensuring implementation of the activities and management of the DJV. The Coordinator is responsible for making informed recommendations on the resolution of management challenges to meet the priorities of the DJV Implementation Plan.
In collaboration with the Board Members, the Coordinator is responsible for drafting an agenda with necessary supporting reports and documents for each regular Management Board meeting. The Chair shall revise and approve the agenda. The agenda, with supporting materials, shall be made available to each member of the Board at least one week in advance of a meeting. All Board Members are encouraged to bring forth agenda items in advance of meetings. All agendas will include clear framing of the meeting target(s) and objectives and each item will be tagged with what action (if any) needs to be taken (e.g., a vote, informational only, etc.). Electronic copies of the agenda or supporting materials will be provided prior to the meeting. The agenda may be modified at a Management Board meeting with consent of the Management Board. In addition, the Coordinator shall keep a proper record of all meetings of the Board, properly notify Board Members and partners of all meetings, and provide minutes of previous Management Board meetings to all members as required by these bylaws and by the Management Board.
The Coordinator serves as a liaison between the Management Board and Partners to implement activities of the DJV. As liaison to the Working groups, the Cordinator will maintain communication with each Working group to ensure they are supported to the full extent in order to successfully reach their planned activities. Monitoring of Working group efforts, receiving requests for funding of activities, and providing assistance to Working groups whenever possible will also be a part of the Coordinator duties.
The Coordinator is responsible for facilitating and tracking financial decisions, providing current summaries of the status of DJV funds for each Management Board meeting and on request, and working with the fiduciary agent in disbursements of funds.
The Management Board will provide a written performance assessment to the supervisor of the Coordinator for the Coordinator’s mid-year and end-of-year assessments.
XIV. Financial Management
There is no Management Board budget per se; resources available to conduct Joint Venture activities will collectively come from the participating partners or other sources which will be held by a fiduciary third party. The Management Board is responsible for allocating DJV funds for activities and other approved uses.
A third party fiduciary agent provides financial support to ensure that the DJV accounts are accurate and properly administered. This support shall include maintaining general accounts of receipts and expenditures, processing payments and revenues received, processing approved payments and invoices for goods and services, maintaining financial documentation of transactions, and ensuring accessibility of information for audits.
The Coordinator acts as liaison between the third party fiduciary agent and the Management Board for disbursements of funds. The third party fiduciary agent will administer payment to a third party, which may be a Partner, a contractor, or other entity. Before receiving payment, the third party must submit an invoice of completed work to the Coordinator who will review the tangible work product submitted by the third party and then validate it as complete and of acceptable quality. The Coordinator will then present the documentation of the work to the Management Board who approves the invoices for payment.
The Management Board may by a simple majority vote agree to support a Partner(s) application for a grant that supports the purpose of the DJV. The Management Board will provide such support if the purposes of the grant benefit the DJV’s efforts. In any such case, responsibility and liability for the grant will be assumed by the Partner(s) applying for the grant and not by the DJV.
XV. Accomplishment and Financial Report
The Management Board will approve guidelines for a Report that tracks the progress of activities executed under the Implementation Plan and the allocation of funds for the activities. In addition, the Management Board will craft measures and metrics to ensure accountability for strategic priorities and activities.
XVI. Amendments
Amendments to this charter and these by-laws shall be made by a two-thirds vote of the Management Board, provided that notice of any proposed changes shall be furnished to each Board member at least 30 days prior to any meeting of the Management Board. Such notice shall include the proposed text of amendments and the reasons for the changes. Amendments are effective immediately upon adoption.
XVII. Expenses
Unless there is prior agreement, DJV representatives and other meeting attendees are responsible for their travel and per diem expenses.
