Policies

Conflict of Interest Policy

The purpose of the following policy and procedures is to complement the Charles River Regional Chamber bylaws to prevent the personal interest of staff members, board members, and volunteers from interfering with the performance of their duties to the Chamber, or result in personal financial, professional, or political gain on the part of such persons at the expense of the Chamber or its Members, supporters, and other stakeholders.

Definitions: Conflict of Interest (also Conflict) means a conflict, or the appearance of a conflict, between the private interests and official responsibilities of a person in a position of trust.  Persons in a position of trust include staff members, officers, and board members of the Newton Needham Chamber of Commerce.  Board  means the Board of Directors.  Officer  means an officer of the Board of Directors.  Volunteer  means a person — other than a board member — who does not receive compensation for services and expertise provided to the Chamber and retains a significant independent decision-making authority to commit resources of the organization.  Staff Member  means a person who receives all or part of her/his income from the payroll of the Chamber.  Member  means an employee of an organization that pays membership dues to the Chamber.

Full disclosure, by notice in writing, shall be made by the interested parties to the full Board of Directors in all conflicts of interest, including but not limited to the following:

• A board member is related to another board member or staff member by blood, marriage or domestic partnership.
• A staff member in a supervisory capacity is related to another staff member whom she/he supervises.
• A board member or their organization stands to benefit from a transaction or staff member of such organization receives payment from for any subcontract, goods, or services other than as part of her/his regular job responsibilities or as reimbursement for reasonable expenses incurred as provided in the bylaws and board policy.
• A board member’s organization receives grant funding from the Chamber.
• A board member or staff member is a member of the governing body of a contributor to the Chamber.
• A volunteer working on behalf of the Chamber who meets any of the situations or criteria listed above.

Following full disclosure of a possible conflict of interest or any condition listed above, the Board of Directors shall determine whether a conflict of interest exists and, if so the Board shall vote to authorize or reject the transaction or take any other action deemed necessary to address the conflict and protect the Chamber’s best interests.  Both votes shall be by a majority vote without counting the vote of any interested director, even if the disinterested directors are less than a quorum provided that at least one consenting director is disinterested.

A Board member or Committee member who is formally considering employment with the Chamber must take a temporary leave of absence until the position is filled.  Such a leave will be taken within the Board member’s elected term which will not be extended because of the leave.  A Board member or Committee member who is formally considering employment with the Chamber must submit a written request for a temporary leave of absence to the Chair of the Board, c/o the Chamber office, indicating the time period of the leave.  The Chair will bring the request to the Board for action.  The request and any action taken shall be reflected in the official minutes of the Board meeting.

An interested Board member, officer, or staff member shall not participate in any discussion or debate of the Board of Directors, or of any committee or subcommittee thereof in which the subject of discussion is a contract, transaction, or situation in which there may be a perceived or actual conflict of interest.  However, they may be present to provide clarifying information in such a discussion or debate unless objected to by any present board or committee member.

Anyone in a position to make decisions about spending the Chamber’s resources (i.e., transactions such as purchases contracts) – who also stands to benefit from that decision – has a duty to disclose that conflict as soon as it arises (or becomes apparent); s/he should not participate in any final decisions.

A copy of this policy shall be given to all Board members, staff members, volunteers or other key stakeholders upon commencement of such person’s relationship with or at the official adoption of stated policy.  Each board member, officer, staff member, and volunteer shall sign and date the policy at the beginning of her/his term of service or employment and each year thereafter.  Failure to sign does not nullify the policy.

This policy and disclosure form must be filed annually by all specified parties.

Donation Policy - Political Campaigns and Referendums 

The Charles River Regional Chamber is a 501c(6) organization and does not endorse or donate to political parties or candidates under any circumstances.  When deemed appropriate, we sometimes take positions on ballot referendums that align with our mission to advocate and educate our members and communities.  On rare occasions, the chamber may financially contribute to a registered campaign committee in support or opposition to a referendum question. Any contributions to a ballot committee requires the recommendation of our executive committee and the approval of 3/4th of the chamber’s board of directors.

Succession Plan

I. Purpose

Succession planning is essential to sustaining a high level of organizational performance in the
event of a transition in the President/CEO position. The purpose of this document is to guide the
Charles River Regional Chamber (“the Chamber”) Executive Committee through the succession
process, ensure continuity of leadership and maintain operational stability.

Some aspects of this plan may not be necessary in all situations. Alternatively, some cases may
dictate an accelerated process. The Executive Committee shall exercise best judgment to
respond responsibly to the specific situation at hand.

II. Types of Succession

Generally, there are three types of succession to which this plan applies.

1. Emergency succession – Unexpected departure due to immediate involuntary
   termination, death, illness, legal incapacity or other permanent inability of the
   President/CEO to perform their assigned duties.
2. Temporary absence – Unplanned, short-term absence due to accident, illness, family
   matter or other issue that causes the President/CEO to be absent for up to 90 days.
3. Planned succession – Anticipated vacancy due to the retirement or resignation of the
   President/CEO.

III. Steps for Succession

In preparation for a departure:

1.  The current President/CEO documents their duties, responsibilities and strategic
   objectives. Likewise, the President/CEO outlines the core competencies, skills and
   credentials required for the role.
2.  The President/CEO evaluates senior staff for leadership readiness and potential to
   succeed the role, either as an interim or permanent leader. Such evaluations are not a
   guarantee that a staff member may be extended an offer to lead the organization in any
   capacity.
3. The President/CEO organizes resources for the incoming successor, whether they be
   interim or permanent, including documentation of duties, policies, procedures, governing
   documents and a list of key contacts (e.g., senior staff, board members, top investors,
   community partners, elected officials).

Once the President/CEO has decided to depart:

1.  The President/CEO informs the board chair of their intent to depart from the
   organization. For an anticipated retirement, it is preferred that the President/CEO gives
   at least six months’ notice of their departure. In the event of voluntary resignation, the
   President/CEO must provide at least 60 days’ notice.
2.  The board chair calls a special meeting of the board to announce the departure, discuss
   the succession plan and organize the Executive Committee to oversee the process.
3.  The organization fulfills its succession communications plan.
4. The Executive Committee determines if an interim President/CEO is needed. The
   committee defines the scope of the position, determines compensation and selects the
   interim leader.
5. The Executive Committee determines if an executive search firm is needed and, if so,
   retains services.
6. The Executive Committee and executive search firm (if applicable) review
   documentation from the President/CEO to write a job description and determine
   appropriate compensation.
7.  The Executive Committee and executive search firm (if applicable) undergo the hiring
   process for a new President/CEO.
8. The Executive Committee presents their recommendation for the top candidate and
   compensation package to the board of directors for approval. If approved, the committee
   extends the offer, negotiates the terms, ratifies the employment contract and prepares to
   onboard the new President/CEO.
9. The board chair announces the incoming President/CEO to the board of directors,
   organization staff, members, supporters, partners and media contacts.

In the event of emergency succession:

1. The board chair facilitates all communications about the transition.
2. The Executive Committee selects a senior staff member to serve as Interim
   President/CEO. If this is not feasible, a key leader from the board of directors,
   committees or the organization’s membership may be selected for the interim position.
3. The general steps for succession continue as promptly as possible.
4.  The Interim President/CEO and board chair communicate regularly with the board of
   directors, organization staff, members, partners, supporters and other key stakeholders
   throughout the process.

VI. Communications Plan

Prompt, clear and direct communication is essential in the midst of any type of succession.
Depending on the circumstances, aspects of the transition may require some level of
confidentiality. The outgoing President/CEO, board chair and Executive Committee shall
exercise best judgment to respond responsibly to the specific situation at hand.

The following outlines a general communications plan in response to the President/CEO’s
departure.

1. The President/CEO informs the board chair of their intent to depart from the
   organization.
2. The board chair calls a special meeting of the board to formally announce the departure
   to the board of directors. The Executive Committee organized to oversee the succession
   process.
3. The President/CEO and/or board chair inform senior staff, announce the interim leader
   (if applicable) and outline the succession process. Senior staff should be reassured of
   organizational stability and the importance of their roles throughout the transition.
4. The President/CEO and/or board chair inform all remaining staff, announce the interim
   leader (if applicable) and outline the succession process. All staff should be reassured of
   organizational stability and the importance of their roles throughout the transition. The
   board chair or interim leader (if applicable) provides regular updates to staff about
   progress made to establish a permanent leader.
5. The organization announces the departure to members, supporters and partners. This
   audience should be assured of business continuity and the organization’s commitment to
   its strategic objectives.
6. The organization shares a press release with all media contacts to announce the
   departure, its plans to fill the position and the selected interim leader (if applicable). The
   release may also highlight outgoing President/CEO’s achievements and the
   organization’s strength.

IV. Interim President/CEO

There may be instances when it is in the best interest of the Chamber to appoint an interim
leader in the absence of a permanent President/CEO. Such circumstances may include an
emergency, unplanned absence or extended transition between the outgoing and incoming
President/CEO.
The Executive Committee is authorized to define the scope of this interim position, select the
candidate, determine compensation and monitor performance. The Executive Committee may
also determine if the Interim President/CEO is permitted to apply for the permanent position. It is
recommended that only one person be designated as Interim President/CEO.
The Interim President/CEO is permitted to exercise the same authority as a permanent
President/CEO as stated by the Chamber bylaws.

V. Internal Leadership Development

The Chamber commits to continuously developing its staff, especially those in senior positions,
for leadership readiness. The President/CEO prioritizes efforts to grow each staff member’s
knowledge, skills and competencies to achieve their desired career goals and prepare them for
advancement opportunities. The President/CEO regularly evaluates staff performance and
considers who may have potential to succeed the role of President/CEO, either on an interim or
permanent basis. The President/CEO provides regular updates on leadership development to
the board of directors. Such evaluations are not a guarantee that a staff member may be
extended an offer to lead the organization in any capacity.
The following are areas of expertise that any potential successor would need direct experience
with or strong knowledge of to be successful in the role of President/CEO.

 Finance
 Governance
 Strategic planning
 Public policy
 Economic development
 Membership development
 Communications and marketing
 Human resources
 Industry and institutional knowledge

In addition to on-the-job experiences, further professional development may be attained through
the Association of Chamber of Commerce Executives (ACCE), the U.S. Chamber of Commerce,
the International Economic Development Council (IEDC) and state chamber associations.