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HomeMy WebLinkAboutBoard of Directors Meeting Board of Directors Meetii.. Un Way Way Wifil Minutes for Thursday, May 22, 2014 at 4:00pm United Way of the Brazos Valley United Way of the Brazos Valley, 909 Southwest Parkway East, College Station, TX Present: *px=proxy Bobby Boenigk Liz Dickey Greta Messarra Will Brown Alsie Bond (px5) John Flynn (px1) Chace Murphy(px2) Lynn Yeager Johnny Burns (px3) Dough French Becky Petitt (px4) Debbie Eller Molly Georgiades Jan Roe Russell Dempsey Andrew Hawkins Roby Someford Absent: *px=proxy(corresponds to px#) Dia Copeland Donnie Fowler(px2) Joe Ramirez (px3) Mary Walraven (px5) Dana Eckhart (px1) Jarvis Parsons Ingrid Woods (px4) Patrick Williams UW BV Staff: Alison Prince Don Dickenson Brenda Sieling Missee Mora I. Welcome and Call to Order: Dough French, Chair called the meeting to order at 4:05 pm. II. Consent Agenda (Action to Accept): Doug French, Chair reviewed the Consent Agenda items and asked if there was motion to accept. Debbie Eller made a motion to accept and Chace Murphy seconded the motion. The motion was unanimously approved. • Board of Directors Minutes from April 24 (page 2) • Agency Executive Director Committee Minutes from May 15 (page 3) • Board Resignation: Peter Witt (page 4) • Interim Executive Director Update (page 5) III. Finance Updates: Johnny Burns presented the current standings. All balances are in good standing. There was discussion regarding the closing out of the 2013-13 campaign on June 30, 2014. This will net about a 15% loss of pledge to collections. Any additional collected pledges will be put into the 2013-14 amounts. SECC status was discussed for clarity. The financials were moved to approval by Molly Georgiades with a second by Bobby Boenigk. Approval was unanimous. IV. Budget Review for FY2014: Alison Prince reviewed the budget. There was some discussion in regards to campaign amounts. This is being address by Don in discussions with lost campaign companies and others as to how to improve the campaign process. Also discussion of staff/administrative issues and concerns. Johnny Burns made a motion to accept prosed budget and Debbie Eller seconded the motion. The motion was unanimously approved. V. Campaign Updates: John Flynn reviewed the current status. The loaned executive plan and efforts were discussed. Asked all board members to help in recruiting L.E.'s for upcoming campaign. Hope to have each Board Member suggest 3 LE candidates. L.E training is in July and committee would prefer to have LE in place by June 30. The committee is hoping to restructure the LE program and also get an significant increase in LE for this upcoming campaign. No action required. VI. Community Impact Committee: Molly Georgiades reviewed the updated 2-1-1- Policies and Procedures for the call center. There was light discussion. This is a requirement for the center on a regular basis. Johnny Burns made a motion to accept prosed budget and Debbie Eller seconded the motion. The updated policies and procedures were unanimously approved. VII. Executive Session: The board went into executive session to discuss the status of the current search for a new executive director for the United Way of the Brazos Valley. A recommendation from Executive Committee was made to extend an offer to Alison Prince for the President and CEO position. After discussion, the Board approved this recommendation. VIII. Doug French, Chair, asked for a motion to adjourn. Johnny Burns made the motion with Chace Murphy seconding the motion. The meeting was adjourned. Next Board Meeting: June 26, 2014, 4p.m. at UWBV Respectfully Submitted, Andrew Hawkins, Secretary BY-LAWS UNITED WAY OF THE BRAZOS VALLEY, INC. Adopted October 30, 2001 Amended November 18, 2004 Reviewed 2007 Draft Amendments for March 2014 ARTICLE I NAME The name of this corporation shall be United Way of the Brazos Valley, Inc. ARTICLE II MISSION STATEMENT To lead the way for people in the Brazos Valley to care for one another. ARTICLE III NON-PROFIT CORPORATION The Corporation is a non-profit corporation as defined under the Texas Non-Profit Corporation Act. ARTICLE IV PURPOSE 1. The purposes for which this Corporation was formed are: (a) To assess, on a continuing basis, the need for health and human service programs; to assist in developing, expanding or modifying new and existing health and human service programs; to promote preventative activities, and foster cooperation among local, state and national agencies serving the community. (b) To develop as fully as possible the financial resources, both governmental and voluntary, needed to meet the health and human service needs of the community and to minimize the appeals by agencies for financial support for services. (c) To deploy United Way financial support so as to maximize the resources available to selected area agencies for services aimed at the most critical established and emerging needs of the community. (d) To muster community support and commitment for the entire United Way enterprises through a systematic communications program which both speaks and listens to the community. (e) To manage United Way operations effectively and efficiently and to offer assistance to agencies wishing to improve their management skills. United Way of the Brazos Valley ..._ ' Board By-laws Page 2 of 13 (f) To receive by gift, grant, devise, bequest or otherwise, from any private or public sources, personal or real property, and to administer, sell, invest, reinvest, manage, use, disburse and distribute, and apply the income and/or principal of the same in accordance with the directions and intent of the donor or donors of such property, or in the absence of such directions, as the Corporation may deem best from time to time, for the promotion of any or all of the foregoing purposes. (g) To do those things, either alone or in cooperation with other organizations or institutions, and either directly or by contribution to such other organizations or institutions, which it may deem necessary or proper in order to carry into effect any or all of the foregoing objects or purposes. 2. No substantial part of the activities of this Corporation shall be for the purpose of carrying on propaganda, or otherwise attempting to influence legislation. None of the activities of this Corporations hall consist of participating in or intervening in, any political campaign on behalf of any candidate for public office. 3. No part of the net earnings of the Corporation shall inure to the benefit of any individual. The property of this Corporation is irrevocably dedicated to charitable purposes and upon liquidation, dissolution or abandonment of the owner, after providing for the debts and obligations thereof, the remaining assets will not inure to the benefit of any private person, but will be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Sections 501(c)(3) and 509(a)(1), (2), or (3) of the Internal Revenue Code of 1986, or similar laws hereafter existing. ARTICLE V MEMBERS A member of the corporation is defined as a person or representative of a group of persons who has contributed to the United Way of the Brazos Valley, Inc., during the current or preceding fiscal year. ARTICLE VI MEETING OF MEMBERSHIP 1. The annual meeting of the members of this corporation shall be held in January of each year in conjunction with the January Board of Directors meeting or at such place and on such day and hour as the Board of Directors may determine. 2. Special meetings of the members for any purpose or purposes may be called pursuant to a resolution of the Board of Directors, and shall be called by the Chair of the Board or Secretary at the request in writing of one third (1/3) of the Directors in office, or at the written request of fifty (50) members of the Corporation. Such request shall in any case state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated in the call and matters germane thereto. 3. Notice of any meeting of the members of this Corporation, annual or special, shall be published once in a newspaper of general circulation in Bryan/College Station, Texas not United Way of the Brazo.. ,alley Board By-laws Page 3 of 13 less than ten (10) nor more than forty (40) days prior to the meeting. Notice of any special meeting shall state the time, place and purpose thereof. 4. The presence in person of not less than fourteen (14) members entitled to vote is requisite and shall constitute a quorum at all meetings of members of this Corporation for the election of Directors or for the transaction of other business, except as otherwise provided by law or by these bylaws. If a quorum of members is not present in person, those present shall have the power to adjourn the meeting from time to time without notice other than the announcement at the meeting, until a quorum shall be present, at which time any business may be transacted which might have been transacted at the meeting as originally notified. 5. Any action by a majority of members where a quorum is present shall be the action of the membership of this Corporation. ARTICLE VII BOARD OF DIRECTORS 1 . The affairs of this Corporation shall be under the control of a Board of Directors consisting of not fewer than eighteen (18) and not more than thirty-six (36) members, of all whom shall be volunteers and neither paid personnel of this Corporation nor paid personnel of any organization receiving financial support from this Corporation, except as provided in paragraph VII(7) below. 2. The Board of Directors shall have the power and authority to administer all affairs of the corporation, and to exercise the powers necessary and appropriate to control the work and policy of the Corporation. No contract, debt or obligation shall be binding unless contracted under the authority of the Board of Directors of its designated agent(s). 3. The Board of Directors shall cause the financial records of the corporation to be audited annually. 4. The membership of the Board of Directors shall be elected by a majority vote of those present each year at the annual meeting of the members of the Corporation. A Director shall serve for a term of three (3) years, except as provided in paragraph VII(7) below. Director terms shall be staggered so that approximately one-third (1/3) of the entire Board of Directors shall be elected each year. 5. The Board of Directors shall, at its option, fill any vacancy in the Board of Directors for the remainder of the unexpired term. 6. No person may serve more than two (2) consecutive three-year terms except after an absence from the Board of Directors for one (1) year, after which they may serve as a board member again. 7. One representative of the United Way Agency Executive Director Committee shall be a voting member of the Board of Directors in addition to the aforementioned thirty-six (36) maximum positions. The person holding this position shall be the Volunteer Liaison .11.10.... United Way of the Brazos Valley Board By-laws Page 4 of 13 with any agency funded by this Corporation, and shall be elected by the United Way Agency Executive Director Committee (AEDC) , which is comprised of the chief professional officers or Executive Directors of all agencies funded by this Corporation. Each year AEDC will nominate a Volunteer Liaison and Liaison elect for approval by the UWBV Board. Both Agency Liaisons will be invited to attend UWBV board meetings. If a Volunteer Liaison leaves the employment of said agency or if the agency ceases to be funded by this Corporation, then the board member shall be deemed to have resigned from the Corporation's board. No representative shall serve for more than three (3) consecutive one year terms except after an absence from the Board of Directors for one (1) year, after which they may serve as a board member again. This Director shall recuse themselves from all votes related to agency funding. 8. Directors may be removed by a two-thirds (2/3) vote of the Board of Directors whenever the Board of Directors determines that the best interests of the Corporation would be served thereby. 9. Attendance (or an excused absence) at 50 percent of the meetings is required in order to maintain board membership. Excused absence will be defined by communicating in writing the designation a proxy board member to vote in their absence before the start of any meeting. 10. Duties of the Board of Directors shall be: (a) To manage the affairs of the corporation (b) To adopt such policies and procedures as may be consistent with the Articles of Incorporation and by-laws. (c) To approve appointments by and board chair to such committees deemed expedient to carry out the objectives of the corporation and act upon the recommendations of such committees. (d) To employ such persons as deemed necessary for the successful prosecution of the objectives of the corporation. (e) To give at least once a year a full a complete report of its activities to the membership. 11. The terms of the members of the Board of Directors shall commence on March 1 and end on the last day of February. 12. If the President of Texas A&M University is named as a voting member of the Board of Directors, he or she shall not be counted when determining if a quorum is present for any meeting of the Board of Directors. ARTICLES VIII MEETINGS OF BOARD United Way of the Brazo... galley Board By-laws Page 5 of 13 1. Meetings of the Board of Directors of this Corporation shall be held at least quarterly and additional meetings may be held on call of the Board Chair or, if he/she is absent or unable or refuses to act, by any officer, or by any five (5) Directors. 2. Notice of any meeting of the directors, regular or special, stating the time and the place where it is to be held shall be served to each Director no less than five (5) days before the meeting. 3. A quorum for any meeting of the Board of Directors shall consist of not less than half (50%) of current board members, and any action by the majority of those present and voting shall be the action of the Board except that a majority vote of the entire Board shall be required for approval of the following items: (1) capital expenditures in excess of $5,000.00, (2) contracts lasting longer than three years, (3) approval of new agencies to be funded if funding exceeds 5% of disbursements, (4) hiring the executive director, (5) approving the budget, and (6) approving agency funding. Not more than six (6) absentee or excused/proxy votes may be counted for approval of any item which requires approval of a majority of the entire Board. 4. In addition to the powers by these bylaws expressly conferred upon them, the Board of Directors of this Corporation may exercise such powers and as such lawful acts and things as are not by statute or by these bylaws required to be exercised by the members or officers. 5. Electronic or E-mail Decision-Making by Board. Board actions may be taken by written e-mail consent. 1) If an item for board action is best addressed before a board meeting, the following factors will be considered by the Board Chair in consultation with the President before determining whether to ask for an action by written e-mail consent: a) How soon a decision is required. b) Whether the decision would be better made after further discussion and/or whether alternatives should be considered. c) Whether the action is a routine action that the Executive Committee can take in lieu of the board at a Committee meeting. 2) If after considering the above factors, the Board Chair in consultation with the President/CEO determines it would be best to take the action by written consent, the Board Chair may have the President/CEO draft the proposed action and email it as an attachment to all directors at their respective email addresses. United Way of the Brazos Valley 4D w,,,. Board By-laws Page 6 of 13 3) The action shall allow a director to reply that he or she is in favor of or opposed to the particular action. 4) Each director shall sign electronically by e-mail the written vote to the President/CEO by email within 24 hours unless another deadline is provided in the email. 5) IJpon the President/CEO's receipt and verification of all written consent votes on the action, regardless of whether the action is approved or not, the President will confirm whether the action has passed or failed by email to all directors upon receipt of all the individual written consents. 6) The original e-mail consent votes will be printed and delivered in person at the next board meeting to the Board Secretary. The Secretary will verify all written consent votes approving the action and communicate to the board that the action is duly taken. 7) The Board will ratify any action taken by a regular vote at the next Board meeting. The minutes of this meeting will record the ratification. A file all individual written consents with the corporation's minute book with the minutes that record ratification of the action taken. United Way of the Brazo., ✓alley Board By-laws Page 7 of 13 • ARTICLE IX OFFICERS 1. The officers of this Corporation shall be elected by the Board of Directors and shall be Chair, Chair-Elect, Vice Chair, Secretary and Treasurer. Officers shall receive no compensation for service. 2. Officers shall hold office for one (1) year beginning on March 1 and ending on the last day of February of the following year or until their successors are elected and qualify. The chair-elect will automatically advance to the office of Chair and the Vice-Chair will automatically advance to the office of Chair-elect, both with board approval. 3. The Chair of the Board, or in his/her absence, the Chair-Elect, shall preside at all meetings of members and of the Board of Directors and shall perform the duties usually devolving upon a presiding officer. The Chair of the Board shall serve as an ex-officio member of any committee of the corporation upon which he/she does not formally serve as a member. 4. The Secretary shall attend all meetings of the Board of Directors and all annual or special meetings and shall act as clerk of each meeting, recording all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for any committee of members if so required by resolution at any annual or special meeting of members. The Secretary shall cause notice to be given of all meetings of the members or of the Board of Directors when notice is required by these bylaws, and if required by resolution at any annual or special meeting of members shall give notice of meetings of committees of members or of the Board of Directors. 5. The Treasurer shall have the custody of all funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements belonging to the Corporation and shall cause all deposits of all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He/she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors at the regular meetings an account of all transactions and of the financial condition of the Corporation. 6. The Board of Directors shall require the Treasurer, and may, at its discretion, require any other officer or any employee of this Corporation to secure a bond (at the Corporation's expense) in a sum and with one or more sureties satisfactory to the Board of Directors, conditioned upon the faithful performance of the duties of his/her office and for the restoration to the Corporation in case of death, resignation, retirement or removal from office of all papers, voucher, money and other property of whatever kind in his/her possession or under his/her control belonging to the Corporation. United Way of the Brazos Valley Board By-laws Page 8 of 13 7. In case there is a vacancy in any office of the Corporation, whether caused by failure to elect, death, resignation or otherwise, such vacancy may be filled by vote of the Board of Directors at any regular or special meeting. ARTICLE X COMMITTEES 1. Executive Committee (a) There shall be an executive Committee consisting of the officers, the Immediate Past Chair, and such additional members (not to exceed three (3) in number) as the Chair of the Board shall appoint. The Executive Committee shall have and exercise all the powers of the Board of Directors subject to such limitations as the laws of the State of Texas or the Board of Directors of this Corporation may impose, except that the following action must be approved by a majority of the Board of Directors as specified in Article VIII(3) above: (1) capital expenditures in excess of $5,000.00, (2) contracts lasting longer than one year, (3) approval of new agencies to be funded if funding exceeds 5% of disbursements, (4) hiring the executive director, (5) approving the budget, and (6) approving agency funding. Not more than six (6) absentee votes may be counted for approval of any item which requires approval of a majority of the entire Board. (b) The Chair of the Board shall serve as Chair of the Executive Committee. The Executive Committee shall have power to make rules and regulations for the conduct of its business. A majority thereof shall constitute a quorum. (c) The duties of the Executive Committee shall be to manage the business of the corporation between meetings of the board, review performance of the president, establish the president's salary or other compensation, review and recommend committee reports and recommend new board members to the Board. (d) Minutes of the Executive Committee meetings shall be sent to the Board members prior to each Board meeting. 2. Standing Committees In addition to the Executive Committee, there shall be thirteen standing committees of the Corporation: Finance, Allocations, Marketing, Campaign, Community Building, Personnel, Nominating, Leadership/deTocqueville, Strategic Planning, Community Collaboration, Success by Six, Diversity, and Women's Leadership Council. United Way of the Brazc— valley Board By-laws Page 9 of 13 (a) Finance Committee 1) The Chair of the Board shall appoint no fewer than three (3) members of this Corporation as a Finance Committee. The Treasurer shall serve as Chair of this committee. 2) The Finance Committee shall be responsible fore review of the financial status of the Corporation, including, but not limited to, revenues, expenses, and the maintenance of a working capital fund. The Finance Committee shall make recommendations to the Board of Directors on all fiscal matters of the Corporation. 3) Duties and functions include: Receive, review, and report to the Board periodic fiscal reports, financial statements, and financial audits; ii. Review, report and recommend to the Board on actions concerning the United Way budgets; iii. Review, report and recommend to the Board on actions concerning items such as investments, capital expenditures, contracts with major fiscal implications and depositories; and/or any other financial matters. (b) Allocations Committee 1) The Chair of the Board shall appoint no fewer than six (6) members of this Corporation as an Allocations Committee, one of whom shall be designated-chair of this committee. 2) The Allocations Committee shall be responsible for reviewing and making recommendations on requests from agencies seeking administration and requests from member agencies concerning supplemental fund raising activities, capital fund drives, and any special requests. 3) The Allocations Committee will oversee the annual budget review process of member agencies and will administer the Corporation's planning efforts to improve the Corporation's ability to identify new or changing needs, explore possible coordination of services, and develop methods for establishing funding priorities. 4) All acts of the Allocation Committee shall be subject to the final approval of the Board of Directors of the Corporation. (c) Marketing Committee United Way of the Brazos Valley • Board By-laws Page 10 of 13 1) The Chair of the Board shall appoint no fewer than six (6) members of this Corporation as a Marketing Committee, one of whom shall be designated Chair of this committee. 2) The Marketing Committee shall be responsible for maintaining good public relations between the Corporation and the Brazos Valley area community, for publicizing the annual fund raising campaign of the Corporation, and for preparing and disseminating information about the Corporation. (d) Nominating Committee The Nominating Committee, to be named not later than December 1 of each year which shall announce at least 45 days prior to the date of the annual meeting the opening of nominations for officers and vacant board positions from any corporation Member. Nominations are to be received no later than 21 days prior to the annual meeting, from which a slate of nominees will be selected. 1) The Chair of the Board shall appoint no fewer than five (5) members of this Corporation as a Nominating Committee, one of whom shall be designated Chair of this committee. The immediate Past Chair of the Board, the Chair of the Board and the Chair-Elect of the Corporation will additionally be members of the Nominating Committee. 2) The Nominating Committee shall place in nomination the names of individuals for election as officers and Directors of the Corporation. 3) The Nominating Committee shall make every effort to see that the Board of Directors of the Corporation is representative of the various civic, commercial, fraternal, cultural and ethnic forces in the Brazos Valley area. 4) The final slate of officers and board nominees will be presented at the annual meeting and shall not exceed the number of positions open. (e) Campaign Cabinet The Campaign Cabinet shall direct the annual fund raising campaign of the Corporation. The Campaign Chair and Campaign Vice Chair shall be appointed by the Executive Committee. The Chair shall recruit the number of volunteers needed to complete the annual campaign successfully. (f) Leadership/deTocqueville Giving Committee The Leadership/deTocqueville Committee shall be responsible for strategies and development of leadership and Alexis deTocqueville gifts to the United Way. United Way of the Brazo, valley Board By-laws Page 11 of 13 (g) Community Building Committee The Community Building Committee Chair will be responsible to work with community initiatives such as l&R, community coalitions, and community-wide campaigns as well as researching and reporting on community building activities with the United Way of Texas and United Way of America. The committee will directly work with other groups in the community on the needs assessment process to determine the greatest funding needs. (h) Personnel Committee The Personnel Committee shall review policies related to human resources and recommend changes as needed to the Board of Directors. The Committee will perform an annual review of policies, job descriptions, and evaluate personnel processes to see that compliance guidelines are met. (i) Strategic Planning Committee The Strategic Planning Committee shall consider and review issues and factors that affect the long-term viability of the United Way. The Strategic Planning Committee may recommend a long range plan to the Board of the Directors (j) Community Collaboration Committee The Community Collaboration Committee shall facilitate and encourage other agencies and local governments to use collaborative efforts to address emerging health and human issue needs in the Brazos Valley. (k) Success by Six Committee The Success by Six Committee shall initiate and review processes and plans for inclusion of the Success by Six Program into the curriculum of area school districts. (I) Diversity Committee The Diversity Committee shall review and consider issues that enhance and insure that United Way volunteers, agencies, and programs reflect and support the diverse nature of our community. (m) Women's Leadership Council The Women's Leadership Council has two primary objectives: to promote and celebrate Female Leadership Givers during our community campaign and throughout the year, and to support key community initiatives. The group offers opportunities for members to have access to unique community activities and access to community leaders. United Way of the Brazos Valley Board By-laws Page 12 of 13 3. AD HOC Committees & Taskforces The Chair of the Board shall from time to time appoint such special committees as are authorized by the Board of Directors. Facilities and By-Laws would be considered ad hoc committees. Each committee shall consist of the number of persons as the Board of Directors deems advisable. All acts of such special committees shall be subject to approval of the Board of Directors. ARTICLE XI ADMINISTRATIVE STAFF 1. The Chair of the Board of Directors, with the approval of the Board, shall employ and establish a salary or compensation for a Chief Professional Officer. The Chief Professional Officer shall bear the title of President of the Corporation. The President shall: (a) Be given such powers and duties as may be deemed appropriate by the Board of Directors. (b) Be an ex-officio member of the Board of Directors and all committees of the Board of Directors. (c) Attend all meetings of the Board of Directors and report on the operations of the Corporation. (d) May delegate to his/her administrative staff such authority as he/she may deem necessary and appropriate. (e) Be responsible for supervision, coordination, and productivity of the other employees of the Corporation in accordance with the personnel policies of the Board of Directors. 2. An updated contract and job description shall detail the President's duties and mutually acceptable goals shall be set annually and reviewed annually by the Board Chair and the Executive Committee. 3. All other employees of the corporation shall be employed by the President in accordance with the personnel policies and such rules and regulations as may from time to time be adopted by the Board of Directors. 4. The Secretary shall be approved by the Board of Directors and shall act as Secretary of the Corporation to oversee that minutes and records of the Corporation, its Board of Directors, and all committees are recorded and kept on file with the Corporation. ARTICLE XII CHECKS All checks, or demands for money and notes of the Corporation, shall be signed by two (2) officers of the Corporation, or by one (1) officer and the President of the Corporation. United Way of the Brea .alley Board By-laws Page 13 of 13 ARTICLE XIII FISCAL YEAR The fiscal year of this Corporation shall be the calendar year. ARTICLE XIV NON-DISCRIMINATION The members, officers, Directors, committee members, employees and persons served by this Corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, or disability. ARTICLE XV AMENDMENTS 1. The Board of Directors shall have the power to make, alter, amend or repeal the bylaws of the Corporation by two-thirds (2/3) vote of the entire board at any regular or special meeting thereof where notice of such proposed action has been announced in the notice of such meeting. Not more than six (6) absentee votes may be counted for approval of action by the Board to make, alter, amend or repeal bylaws of the corporation. 2. Any amendments, alterations, changes, additions or deletions from these bylaws shall be consistent with the laws of the State of Texas which define, limit, or regulate the powers of this Corporation or the Director of this Corporation.