Oversight of the Association

The Purpose of the CCE Board

The Extension Board is in many ways similar to the board of a more traditional 501c3 nonprofit organization. The board is made up of elected volunteers with the broad responsibility of setting the direction of the organization, providing oversight to finance and program and along with extension administration, hiring and supervising the Executive Director, or other accepted form of administrative leadership. The CCE Constitution and NYS County Law 224 call for Board members to be elected volunteers who reside in the County or Counties in the case of a multi-county association. Board members are accountable for the implementation of policies and practices in a transparent and competent manner, allowing the association to achieve its educational mission and provides maximum benefit to the communities it serves.

CL 224 and the Cornell Connection

One of the most important obligations of a board member in CCE is to ensure that the organization operates within the scope of its educational mission and follows the approved form and function for association operations as defined by Cornell University. New York State County law 224 defines the unique structure of Cornell Cooperative Extension, allowing for the establishment of Extension associations as subordinate governmental agencies, governed locally by citizens of the county or counties and operating in a form and fashion and adhering to programming standards that are approved by Cornell University. This means that county associations exist for the purpose of extending the research‐based knowledge generated by Cornell’s Colleges of Agriculture and Life Sciences and Human Ecology, yet they are not, strictly speaking, a part of the university, though their form and administration must be approved by it. This connection and oversight role is led on campus by the Director of Cornell Cooperative Extension and Extension Administration. The most direct link to Extension Administration for board members is through the State Extension Specialist (SES).

The Legal Standards: Care, Loyalty and Obedience

The enactment of the federal Sarbanes-Oxley Act of 2002 has increased the scrutiny applied to any organization receiving government funds, increasing the accountability of board members to ensure that careful oversight and transparency is in place. For the most part, board responsibilities can be attributed to the three areas of Care, Loyalty and Obedience. The questions below are designed to help you understand your role and oversight responsibilities within these three areas. These questions are also a helpful guide to the Executive Director in reviewing the performance of the board of directors and providing support to the Board President.

Legal Standard of Care
  • Are board members receiving financial statements and other materials well in advance of the board meetings?
  • Is an agenda prepared and followed for each board meeting?
  • Are minutes kept for each meeting?
  • Do board members come to the meetings prepared to discuss the issues on the agenda?
  • Is there a specific decision making process that allows actions to move forward, such as a proposed length of time for discussion followed by a vote?
  • If a topic needs to be deferred for a vote at a later date, are specific action steps outlined (such as gathering specific information) that will allow the board to make a decision and move forward at the next meeting?
Legal Standard of Loyalty
  • Are board members required to complete a conflict of interest declaration on an annual basis?
  • Does the board have specific protocols to handle conflicts of interest as they occur?
  • Are board members fully briefed (usually at an orientation session) at least once a year about their fiduciary obligations and the overall financial standing of the organization?
  • Are board members required to sign a code of ethics and held accountable for conducting themselves in accordance with the code?
Legal Standard of Obedience
  • Are board members briefed on the mission of CCE and how that mission is impacted by board actions?
  • Are board members aware that their fiduciary duties require them to act in the best interest of the organization and to remain vigilant about potential conflicts of interest and the importance of remaining objective as decisions are made?
  • Do board members understand the connection between the quality of their governance and the ability of the organization to effectively carry out its purpose?

Additional Oversight Resources: