.04 Governance.

A. Legal Status. The licensee shall be incorporated under applicable law and maintain documents which identify its incorporation and administrative structure and staffing, including lines of authority.

B. Governance. The corporation shall have by-laws which describe the Boardís legal responsibility for and authority over the policies, finances, and all related activities for implementing the program in accordance with Human Services Article, §8-806. The Board shall:

(1) Ensure that the corporation does not discriminate on the basis of:

(a) Race;

(bi) Color;

(c) National origin;

(d) Religion;

(e) Creed;

(f) Age;

(g) Sex;

(h) Sexual orientation;

(i) Marital status;

(j) Ancestry; or

(k) Physical or mental disability;

(2) Screen and select the organizationís chief administrator in accordance with corporate policy;

(3) Define in writing the role of the chief administrator;

(4) Require the chief administrator, or appropriate designee authorized to act in the chief administrator's absence, to be accessible at all times to the agency staff and representatives of the Administration;

(5) Conduct an annual written evaluation of the chief administrator;

(6) Ensure that the program is housed, maintained, staffed, equipped, and funded to operate the programs effectively and solvently;

(7) Consult with the Administration and receive its approval before making a substantive change to the service program plan described in the current license application;

(8) Notify the Administration of any change of:

(a) The chief administrator within 48 hours; and

(b) Address or phone number of the program office at least 14 days before the change;

(9) At least every 2 years, in consultation with the chief administrator, formulate, review, and revise as necessary the programís written materials concerning:

(a) Current program and service policy, including short-term and long-term goals;

(b) Personnel practices and job descriptions;

(c) Fiscal management policy;

(d) The program evaluation report; and

(10) Be responsible for:

(a) The fiscal soundness of the program operation and undertake the review and approval of the:

(i) Programís annual budget;

(ii) Periodic accounting report; and

(iii) Annual audit or audit review completed by an independent certified public accountant; and

(b) Maintaining the licenseeís continual compliance with the:

(i) Provisions of the corporation's charter;

(ii) Terms of all leases, contracts, or legal agreements to which the licensee is a party; and

(iii) Relevant federal, State, and local laws and regulations governing the operation of the licensee.

C. Advisory Board.

(1) If a licensee is an out-of-State corporation, it shall have an advisory board consisting of at least 3 Maryland residents, at least one of whom shall be a member of the board of directors.

(2) The advisory board shall:

(a) Meet at least quarterly;

(b) Provide input to the licensee regarding the operation of the program and compliance with these regulations;

(c) Assist the licensee with its relations with the surrounding community;

(d) Meet the requirements of §D(2) and (3) of this regulation; and

(e) Perform such other duties as the licensee shall request.

D. Composition and Organization of the Board.

(1) The Board shall:

(a) Be structured with a president or chair elected from the Board membership who presides at meetings to enable the Board to discharge its responsibilities;

(b) Adopt bylaws for its operation;

(c) Maintain written minutes of and records of attendance at all its meetings;

(d) Ensure that a quorum of its members meet at least quarterly;

(e) Include at least five members:

(i) At least one of whom is a Maryland resident;

(ii) At least one of whom shall have demonstrated experience in or knowledge of the human services field; and

(iii) At least one of whom shall have demonstrated knowledge in the field of accounting, business, or financial management;

(f) Maintain a list of its membership with each member's:

(i) Phone number;

(ii) Address; and

(iii) Term of membership; and

(g) Have a plan for periodic change of the Board's composition.

(2) An individual who has been convicted of, or who has entered a plea of guilty or nolo contendere to, a charge of child abuse or neglect or contributing to the delinquency of a minor may not be or become a member of the Board or of an advisory board of the corporation or program.

(3) An employee of the corporation or program or an immediate family member of an employee of the corporation or the program may not be a voting member of the Board.

(4) An individual who is compensated for providing goods or services to the corporation or program may not be a member of the Board.

(5) No member of the Board may be a staff person employed by:

(a) The Governorís Office for Children;

(b) A licensing agency;

(c) Local departments of social services;

(d) A placement agency;

(e) The State Department of Education; or

(f) Any governmental organization which regulates or purchases from the program.

(6) Each member of the Board shall complete a training course on the duties and responsibilities of Board members that is offered by the State or approved by the Office within 3 months of appointment to the Board.

E. Chief Financial Officer.

(1) The Board shall have a chief financial officer for the corporation.

(2) The chief financial officer shall provide a report at least quarterly to the Board on the financial condition of the corporation.