FAQ

A United Board – FAQs

When WorkSource Montgomery was officially separated from the County government and began operating as a non-profit organization in 2016, it was set up to be governed by two separate boards: 1) the Workforce Development Board (WDB) and 2) the WorkSource Montgomery, Inc. Board (WSM).

  1. The WDB was considered the “policy” board and fulfilled the organization’s obligations under the federal Workforce Innovation and Opportunity Act (WIOA) and the Maryland State Governor’s Workforce Development Board Policy (GWDB). WDB members were appointed by the County Executive and approved by the County Council.
  2. The WSM Board was considered the “operations” board, structured as a 501(c)(3) not-for-profit corporation. It operated completely independent of the County government and its board members were elected by the board.

To improve efficiency, a Joint Governance Committee (JGC) comprised of members of both the WDB and WSM boards, was formed in late 2017 to assess the possibility of uniting the two boards.

As a result of its work, the committee recommended:

  1. Uniting the two boards – the Workforce Development Board, with County-appointed directors, and the WorkSource Montgomery Board, a 501(c)(3) with directors elected by the board.
  2. That the unified WSM Board include a combination of members appointed by the County Executive and others elected by the board.
  3. That the Chair of the WSM Board be an appointed director from the business community.
  4. That the WSM Board Executive Committee includes both appointed and elected directors.

Both boards approved the recommendations during a joint meeting in June 2018, clearing the way for creation of the new, united WorkSource Montgomery Board.

Under the new structure, the Board Director posts are filled with a combination of members appointed by the County Executive and those who are elected by the board itself. Per the requirements of WIOA, 14-19 members must be appointed from a variety of stakeholder areas and a majority of those appointees must come from the business community.

Directors serve a three-year term, with a limit of two full terms. If a director fills a vacancy within the span of a term, he or she may still complete two following, full terms. Terms will generally run on a fiscal year basis (July through June).

Officers include a Chair, Vice Chair, Treasurer, and Secretary. They generally serve one-year terms with a limit of two consecutive terms. The treasurer, however, can serve a two-year term, with a three-term limit.

The CEO serves as a non-voting ex officio member of both the Board and the Executive Committee.

Directors do not receive compensation for their service on the WSM Board. They can, however, receive reimbursement for approved expenses, such as official WSM-related travel.

Except as specifically provided in the by-laws, all decisions are made by the full board at a properly called meeting in which a quorum is present. When a decision is required pursuant to WIOA or GWDB Policy, the full Board will vote and the Board Secretary will ensure that a majority of Appointed Directors have approved or rejected the proposal.

A quorum shall be defined as a majority of Directors present when a properly convened meeting is called to order.

The Governance Committee is responsible for recruiting for all positions ensuring compliance with WIOA regulations. The Governance Committee refers candidates for Appointed Director positions to the County Executive for approval. Candidates for Elected Director positions are submitted to the Elected Directors at a properly called Board meeting and voted on by Elected Directors.

The removal of any director requires a majority vote of the full Board. Appointed Directors may be removed by the County Executive or with full Board approval.

The Board Development Committee (part of the Governance Committee) is responsible for recruiting Directors. WIOA defines the roles for Appointed Directors and Elected Directors fill the gaps in the Board’s overall makeup. The Development Committee is charged with seeking candidates that add value to the Board through their abilities in desired areas, such as a particular industry connection, or by possessing specific skills that are in need.

WIOA requires that the Board has a Chair (as well as other officers) elected by the Directors and Appointed by the County Executive. The Chair must be a business representative. Other officers can be either Appointed or Elected Directors. The Vice Chair is generally in line for the Chair position, but that is not mandated. If an Elected Director becomes Vice Chair, the Board Development Committee should submit that name to the County Executive for appointment. If, and only if, the Vice Chair is appointed by the County Executive, can he or she become the Chair.

The WSM Board has four standing committees:

  1. the Executive Committee
  2. the Finance Committee
  3. the Governance Committee (which includes Board Development and Human Resources)
  4. the Quality Assurance and Operations Committee (which includes Programs and Youth).

The WSM Board Chair serves as the Executive Committee Chair. The Vice Chair serves as Chair of the Quality Assurance and Operations Committee. The Treasurer serves as the Chair of the Finance Committee. All other members and officers of the committees are appointed by the Executive Committee.

The Executive Committee has seven voting members (plus the CEO as a non-voting member). It includes:

  1. The Chair
  2. The Vice Chair
  3. The Treasurer
  4. The Secretary
  5. The Immediate Past Chair
  6. The Chair of the Governance Committee
  7. Another member selected by the Board, to ensure an odd number of voting members

The Executive Committee may exercise the powers of the Board when the Board of Directors is not in session and will meet when it deems necessary. The Executive Committee may not take any of the following actions without the approval of the Board:

  1. Approve any action delegated to the Appointed Directors or required to be approved by the Appointed Directors
  2. Fill any vacancy on the Board
  3. Fix the compensation of the Directors and officers
  4. Hire, fire or materially change the terms of employment of the Chief Executive Officer
  5. Amend the Bylaws or the Articles of Incorporation
  6. Amend any resolution of the Board
  7. Create any standing committee
  8. Approve any self-dealing transaction; or
  9. Take any other action for which the Board has restricted the authority of the Executive Committee.
  1. The WSM Executive Committee appoints all committee members.
  2. The majority of members of any committee must be WSM Directors.
  3. The WSM Executive Committee may appoint non-Directors to standing committees as non-voting members.
  4. Each committee has a chair appointed by the Executive Committee.
  5. Each standing committee should schedule at least four meetings per year.
  6. Each committee should maintain minutes of each meeting and the approved minutes should be filed with the Board Secretary.
  7. Each committee chair is responsible for developing annual objectives and reporting to the full board at least once per year (at the Annual Meeting).
  8. The CEO and/or designee may attend all committee meetings in an ex officio, non-voting capacity.

The WSM Annual Meeting is to be held each year in June, to coincide with the end of the fiscal year.

All WSM Board meeting are open to the public, dates of Board meetings will be posted on the website. However, the Board has the ability to vote to meet in closed session to discuss confidential information, such as staff compensation and performance.

As noted, the Annual Meeting should be held each year in June. A schedule of regular meetings for the full year should be set at the beginning of the fiscal year. Special meetings may be called by the Chair, Vice Chair or by at least 25% of the Directors. Regular Board Meetings, including the Annual Meeting, require a 30-day notice. Special Board Meetings require a 10-day notice.

Directors may participate in meetings by phone and WSM will ensure that a conference line or other means of communication is established for each meeting. Directors may send delegates, but they are not eligible to vote; nor will they count towards establishing a quorum.

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