Board Constitution & Director Expectations Charter

I. Purpose of This Charter

This Charter defines the governing culture, operating expectations, and fiduciary responsibilities of the PROVENIQ Foundation Board of Directors. The bylaws establish the Board’s formal legal structure. This Charter establishes the Board’s working constitution.

II. Governance Identity

PROVENIQ Foundation is a mission-governed, founder-led, board-supervised nonprofit institution. The Founder & CEO leads execution. The Board of Directors governs, oversees, and protects the organization. The Board Chair leads the Board, not the staff. The Board does not operate the organization directly. The CEO does not supervise the Board. This separation is intentional and fundamental.

III. Mission Protection Principle

Every Director shall understand that PROVENIQ Foundation exists to build and sustain systems, programs, and public-interest infrastructure that improve animal welfare, protect companion animals, and support the people and institutions that care for them. Directors must act in ways that strengthen mission integrity, preserve public trust, support lawful and ethical operation, and protect the long-term future of the organization. Directors shall not use Board service to pursue personal agendas, social status, control of staff, or private benefit.

IV. Founding Structure and Continuity

The Board recognizes Terry Holliday as the Founder of PROVENIQ Foundation and the principal architect of its mission, vision, and institutional design. The Board further recognizes that founder continuity is a matter of strategic importance to the organization. The Founder shall serve as Chief Executive Officer, subject to Board oversight. The Founder shall hold a designated Board seat for a minimum of five (5) years or as long as the Founder actively serves as CEO, whichever is longer. The Board shall not treat founder leadership as incidental or interchangeable absent extraordinary cause or lawful governance process. This principle does not eliminate Board oversight. It does require the Board to respect the centrality of founder leadership to the organization’s continuity and identity.

V. Core Board Duties

Duty of Care A Director must act with the care an ordinarily prudent person would exercise in a like position. This includes reading materials before meetings, asking thoughtful questions, understanding budgets and risks, attending meetings consistently, and making informed decisions.

Duty of Loyalty A Director must act in the best interests of PROVENIQ Foundation and not in the interest of personal gain, outside loyalties, or competing agendas.

Duty of Obedience A Director must ensure the organization follows its mission, its bylaws, applicable law, and ethical governance standards.

VI. What the Board Does

The Board’s primary responsibilities include safeguarding mission and public trust, hiring, supporting, evaluating, and when necessary removing the CEO under lawful process, approving strategy at the governance level, overseeing financial stewardship, approving major budgets and commitments, reviewing enterprise risk, ensuring legal and regulatory compliance, approving CEO compensation using proper process, selecting and developing strong Directors, and preserving institutional continuity.

VII. What the Board Does Not Do

Directors shall not direct staff individually, interfere in day-to-day operations, promise organizational action without approval, represent personal views as official positions unless authorized, attempt to supervise departments directly, use Board status to gain preferential treatment, contracts, or influence, or bypass the CEO in dealing with staff except for whistleblower, legal, or designated governance channels. No Director has individual authority except as specifically authorized by the Board.

VIII. Board—CEO Relationship

The CEO is accountable to the full Board, led by the Board Chair in governance matters. The Board agrees to evaluate the CEO through defined process, to support the CEO with clarity, to avoid micromanagement, to raise concerns through proper channels, and to distinguish strategy oversight from operational interference. The CEO agrees to provide accurate and timely information, to act within board-approved policies and budgets, to report material risks and strategic needs, and to respect the Board’s governance role.

IX. Board Culture Standards

Each Director agrees to help create a Board culture marked by seriousness of purpose, respect, candor, preparedness, discretion, humility, accountability, and loyalty to mission over ego. The following behaviors are inconsistent with service on the PROVENIQ Board: chronic unpreparedness, faction-building, personal attacks, domination of meetings, private side-governance, misuse of confidential information, and undermining the CEO outside formal process.

X. Attendance and Participation

Directors are expected to attend all regular Board meetings unless excused, attend relevant committee meetings, review materials in advance, participate constructively, and respond in a timely manner to governance matters. Missing three regular Board meetings in a rolling 12-month period without good cause may trigger Governance Committee review.

XI. Confidentiality

Directors shall keep confidential all nonpublic information learned through Board service, including personnel matters, financial information not yet public, legal matters, strategic negotiations, and sensitive partnership or donor information. This duty survives departure from the Board.

XII. Conflict of Interest and Independence

Each Director must disclose any actual, potential, or perceived conflict of interest. Directors with conflicts shall disclose promptly, refrain from undue influence, and recuse from discussion or voting where required. A majority of the Board shall remain independent at all times. See the full Conflict of Interest Policy (Document 3 of this packet) for detailed procedures.

XIII. Financial Stewardship

Every Director shares responsibility for fiduciary stewardship. Directors are expected to understand at a governance level the annual budget, major funding sources, cash flow, reserves and liabilities, restricted vs. unrestricted funds, and major financial risks.

XIV. Fundraising Expectations

Every Director is expected to support the financial health of the organization through some meaningful combination of personal giving, opening doors to funders or sponsors, participating in stewardship, assisting with introductions, and advocating credibly for the organization. The exact expectation may vary by role.

XV. Founder Protection and Stability

The Board recognizes that sudden instability in founder-led organizations can damage mission continuity, fundraising credibility, staff trust, and public confidence. Concerns about the Founder/CEO shall be raised through defined governance channels. Removal without cause requires the bylaw-defined supermajority. No campaign, faction, or informal effort to circumvent formal governance process shall be tolerated. The Founder’s central role shall be considered in succession and continuity planning.

XVI. Removal for Culture Violations

In addition to bylaw removal provisions, the Board may consider removal of a Director for persistent conduct inconsistent with this Charter, including repeated absenteeism, confidentiality breaches, conflict-of-interest violations, disruptive conduct, attempts to direct staff outside authority, or repeated failure to meet minimum duties. Any such review should be handled through the Governance & Nominating Committee.

XVII. Annual Board Self-Assessment

The Board shall conduct an annual self-assessment covering meeting effectiveness, role clarity, committee effectiveness, board composition gaps, fundraising participation, governance culture, support of the CEO, and strategic oversight quality.

XVIII. Director Onboarding

Before voting rights become active, each new Director shall complete onboarding including review of bylaws, this Charter, and the Conflict of Interest Policy, overview of mission, programs, and finances, meeting with Board Chair and CEO, and acknowledgment of fiduciary duties.

XIX. Annual Acknowledgment

Each Director shall sign an initial acknowledgment upon joining the Board and an annual renewal confirming continued understanding and compliance. A Director who fails to sign the annual acknowledgment within 60 days of the renewal date shall be deemed to have resigned from the Board, unless the Governance Committee grants an extension for good cause.

XX. Charter Amendments

This Charter may be amended by two-thirds vote of Directors then in office, with advance written notice. Charter amendments must be documented in Board minutes and distributed to all Directors within 30 days.