Founding Board Policy Manual

          Ubuntu Channel Alliance

                          Founding Board Policy Manual

 Document Area                                 Board Governance and Organizational Policies

 Approved Date                                   9/11/2026

 Approved By                                  Shane Betrix, Ramon Smith, Dale Knowles

 Effective Date                                    9/11/2026

 Current Version                                     1.0


This manual supplements the Articles of Incorporation and Bylaws. If a conflict exists, applicable law, the
Articles, and the Bylaws control. These policies are intended to provide practical guidance during the
Corporation’s startup stage and may be expanded as the organization grows.





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TABLE OF CONTENTS

1. Governance Philosophy
2. Board Roles and Responsibilities
3. Board Member Expectations
4. Code of Ethics
5. Conflict of Interest
6. Executive Director Relationship
7. Financial Management
8. Procurement and Purchasing
9. Expense Reimbursement
10. Gift Acceptance
11. Fundraising
12. Volunteer Management
13. Human Resources
14. Scholarship Program
15. Curriculum and Program Standards
16. Technology and Cybersecurity
17. AI Acceptable Use
18. Data Privacy
19. Record Retention
20. Whistleblower Protection
21. Risk Management
22. Communications
23. Equal Opportunity and Inclusion
24. International Programs
25. Crisis Management
26. Annual Board Self-Assessment
27. Technology Advisory Council





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1. Governance Philosophy

The Board governs and management executes. The Board focuses on mission, strategy, oversight, financial
stewardship, risk, and leadership accountability. Management and authorized volunteers handle daily
operations.
During the startup stage, directors may perform operational work when authorized by the Board. A director
performing operational duties must distinguish those duties from the director’s governing role.

2. Board Roles and Responsibilities

The Board is responsible for mission stewardship, long-term strategy, financial oversight, risk management,
legal compliance, fundraising leadership, community engagement, and hiring and evaluating the Executive
Director when that position is established.
The Board does not directly supervise staff other than the Executive Director unless the Board has approved a
temporary startup arrangement.

3. Board Member Expectations

Each director is expected to attend at least 75 percent of meetings, prepare before meetings, support
reasonable fundraising and outreach efforts, maintain confidentiality, disclose conflicts, advocate for the
mission, and complete appropriate governance orientation.
The Board Chair shall address repeated failure to meet these expectations. Any removal of a director must
follow the Bylaws.

4. Code of Ethics

Directors, officers, employees, and volunteers shall act honestly, comply with applicable law and
organizational policy, protect donor and learner trust, use resources responsibly, maintain appropriate
confidentiality, treat people respectfully, and avoid using organizational assets or opportunities for personal
gain.
Suspected misconduct should be reported promptly. Retaliation against a person who raises a concern in good
faith is prohibited.

5. Conflict of Interest

Directors, officers, and key employees shall complete an annual conflict disclosure and promptly disclose new
conflicts. Conflicts may include financial interests, family relationships, employment relationships, vendor
relationships, or decisions involving grants, scholarships, or related organizations.
A person with a conflict shall disclose it, leave the discussion when requested, and abstain from voting.
Disinterested directors shall determine whether the transaction is fair, reasonable, and in the Corporation’s
best interests. The disclosure and decision shall be recorded in the minutes.

6. Executive Director Relationship

The Executive Director, when hired, leads daily operations, supervises staff, prepares budgets, implements
Board strategy, oversees programs, and reports organizational performance.
The Board shall establish annual priorities and review performance at least annually. Compensation shall be
approved by disinterested directors using appropriate comparable information and documented in the minutes.
The Chair serves as the primary governance contact for the Executive Director but may not independently
override decisions of the full Board.

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7. Financial Management

The Corporation shall adopt an annual operating budget and receive financial reports at least quarterly. Bank
accounts and authorized signers require Board approval.
Payments above $5,000 require approval from two authorized individuals. This requirement applies to checks,
electronic payments, contracts, and other financial commitments.
Board approval is required for new debt, real estate transactions, investments, and unbudgeted capital
purchases above $25,000.
Bank reconciliations shall be completed regularly by a person who is not the sole approver of the related
payments whenever staffing permits. Restricted funds shall be tracked and used only for their approved
purpose.
The Corporation shall obtain an audit, review, or other financial examination when required by law, required by a
funder, or directed by the Board.

8. Procurement and Purchasing

Purchases must be reasonable, mission-related, properly approved, and free from undisclosed conflicts. The
following guidelines apply unless a grant or contract requires stricter rules:
•  Under $5,000: authorized management discretion within the approved budget.
•   $5,000 to $25,000: obtain multiple quotes when practical and document the selection.
•  Over $25,000: use a formal competitive process or document why a sole-source or alternative process is
    appropriate.
•  Purchases may not be divided to avoid approval thresholds. Emergency, renewal, specialized, or sole-
   source purchases require written justification.

9. Expense Reimbursement

The Corporation reimburses reasonable and necessary business expenses supported by receipts or other
appropriate documentation. Expense reports should normally be submitted within 30 days.
Travel should use coach airfare, reasonably priced lodging, and moderate meals. Mileage may be reimbursed at
the rate approved by the Board or the applicable federal rate.
The Chair or Treasurer approves Executive Director expenses. An officer who did not incur the expense approves
director expenses. Alcohol is not reimbursable unless approved in advance for an authorized donor or
stakeholder event.

10. Gift Acceptance

The Corporation may accept routine gifts of cash, publicly traded securities, technology equipment, software
licenses, corporate support, and program or scholarship funding that are consistent with its mission.
Management may accept ordinary restricted gifts that support approved programs. Board approval is required
for real estate, endowments, planned gifts, cryptocurrency, naming rights, unusual restrictions, or gifts that
create significant cost, risk, or long-term obligations.
The Corporation may decline any gift that is unlawful, inconsistent with its mission, excessively burdensome, or
likely to damage its reputation. Donors are responsible for obtaining their own tax and legal advice and for
valuing noncash gifts.





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11. Fundraising

Fundraising communications must be truthful, respectful, and consistent with donor intent. Restricted
contributions shall be used only for the stated purpose, and donor information shall be protected.
The Board shall monitor dependence on any single donor, sponsor, or funding source and work toward
reasonable funding diversification as the organization grows.
Fundraising activities shall comply with applicable charitable solicitation, tax, sponsorship, raffle, and reporting
requirements.

12. Volunteer Management

Volunteers shall receive appropriate orientation, a code of conduct, safety guidance, and cybersecurity
awareness relevant to their duties.
Background checks are required when appropriate to the role, including work with minors, access to sensitive
records or systems, handling money, or driving participants.
Volunteers may not independently bind or publicly represent the Corporation without authorization.

13. Human Resources

The Corporation is committed to equal employment opportunity, fair treatment, reasonable compensation,
annual performance feedback, and appropriate professional development.
Employment practices shall comply with applicable law. Remote or hybrid work may be permitted where
practical and secure.
Detailed personnel procedures may be adopted by management as staff are hired.

14. Scholarship Program

Scholarships shall be awarded using written eligibility and selection criteria based on need, merit, mission
alignment, or other Board-approved factors.
Selection committee members shall disclose conflicts and shall not participate in decisions involving
themselves, relatives, business associates, or other close relationships.
The Corporation shall document selections, protect applicant information, track program outcomes, and pay
scholarship funds in the manner approved for the program.

15. Curriculum and Program Standards

Programs should be practical, accessible, measurable, and aligned with employer and learner needs.
Curriculum shall be reviewed at least annually or when meaningful industry changes occur.
Management may develop and update individual courses within the Board-approved mission and budget.
Industry advisors may provide input on certifications, technologies, professional skills, and workforce trends.
•   Cybersecurity
•  Cloud and infrastructure
•   Artificial intelligence and automation
•  Programming and DevOps
•   Networking
•  Data analytics
•   Leadership and professional skills



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16. Technology and Cybersecurity

The Corporation shall use reasonable safeguards appropriate to its size, resources, and data. Minimum
expectations include multi-factor authentication where supported, secure password management, encryption
for sensitive data, least-privilege access, timely software updates, backups, security awareness, and prompt
removal of access when roles end.
The Corporation shall maintain an incident response process, periodically review access and vendors, and
evaluate cyber insurance as the organization’s risk and resources grow.
Exceptions to security standards must be documented and approved by the person responsible for technology
or by the Board.

17. AI Acceptable Use

Responsible use of artificial intelligence is encouraged when it improves learning, accessibility, efficiency, or
creativity. Human review is required for material AI-assisted work.
Confidential, personal, donor, learner, employee, or proprietary information may not be entered into
unapproved public AI systems. AI output must be checked for accuracy, bias, copyright concerns, and
suitability.
AI shall not make final employment, scholarship, disciplinary, safeguarding, or learner-selection decisions.
Instructors and program leaders retain responsibility for judgment and outcomes.

18. Data Privacy

The Corporation shall collect only information reasonably needed for its programs and operations and shall
protect information relating to learners, applicants, volunteers, employees, donors, and partners.
Access shall be limited to authorized persons. Information shall be shared only for legitimate purposes, with
appropriate service providers, or when required by law.
The Corporation shall maintain reasonable practices for consent, secure storage, retention, deletion, incident
reporting, and cross-border data handling. Additional privacy notices and procedures shall be adopted as
programs require.

19. Record Retention

Records shall be retained in paper or electronic form for the following minimum periods unless law, a grant, or a
legal hold requires longer retention:
•   Articles, Bylaws, Board minutes, major policies, tax-exemption records, and required annual tax filings:
   permanent.
•   Financial records, contracts, grant records, and supporting documentation: seven years, or seven years
    after expiration where applicable.
•   Personnel and applicant records: according to applicable legal requirements and approved procedures.
•  Records related to litigation, audits, investigations, complaints, or government requests may not be
    destroyed until the matter is formally closed.
•  Records that have reached the end of their retention period shall be securely destroyed.

20. Whistleblower Protection

Directors, officers, employees, volunteers, and program participants may report suspected fraud, misuse of
funds, legal violations, unsafe conduct, discrimination, harassment, or other serious misconduct in good faith.


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Reports may be made to the Executive Director, Chair, or another director. A report involving the Executive
Director shall go to the Chair or another disinterested director. A report involving the Chair shall go to another
disinterested director.
Reports shall be reviewed promptly and as confidentially as practical. Retaliation is prohibited. The Board shall
oversee matters involving senior leadership.

21. Risk Management

At least annually, the Board and management shall review significant financial, operational, cybersecurity,
legal, reputational, insurance, international, and safety risks.
The depth of the review and related controls should reflect the organization’s current size and activities.

22. Communications

Only authorized spokespersons may speak on behalf of the Corporation. Public statements, social media, and
fundraising materials must be accurate and consistent with the mission and brand.
The Corporation shall not support or oppose candidates for public office. Directors, employees, and volunteers
expressing personal views must not imply that they speak for the Corporation.
Material crisis communications shall be coordinated by the Executive Director or Board-designated leader.

23. Equal Opportunity and Inclusion

The Corporation shall provide programs and opportunities without unlawful discrimination based on race,
color, sex, gender, religion, disability, economic status, national origin, age, veteran status, or other protected
status.
The Corporation shall seek to reduce barriers, provide reasonable accessibility where required and practical,
and expand opportunity for people historically underserved by the technology sector.

24. International Programs

Programs outside the United States shall respect local communities, build local capacity, and comply with
applicable United States and local laws.
Before committing significant funds or entering a material partnership, the Corporation shall conduct
reasonable due diligence regarding the partner, use of funds, safeguarding, sanctions, anti-bribery
requirements, data handling, local registration, and financial reporting.
International payments and equipment transfers must be documented and approved under the Corporation’s
financial controls.

25. Crisis Management

The Executive Director or Board-designated leader shall coordinate the response to major incidents. The Board
shall be informed promptly of events involving serious safety, financial, legal, cybersecurity, reputational, or
operational risk.
Communications shall be coordinated, appropriate records preserved, and a post-incident review completed
when practical.

26. Annual Board Self-Assessment

At least annually, the Board shall have a practical discussion of its governance effectiveness, financial
oversight, mission impact, fundraising, engagement, strategy, Board composition, leadership relationship, and
training needs.
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The assessment may be informal during the startup stage and may become more structured as the organization
grows.

27. Technology Advisory Council

The Board may establish a non-governing Technology Advisory Council made up of technology, security,
engineering, education, workforce, and human resources leaders.
The Council may review curriculum relevance, identify workforce needs, recommend certifications and
technologies, and support mentorship, internships, partnerships, and sponsorship opportunities.
The Council is advisory only. Its members are not directors, have no fiduciary or voting authority, and may not
bind the Corporation. The Board may approve a separate charter as the Council develops.

POLICY ADMINISTRATION

The Board shall review this manual at least annually during the startup stage. The Board may amend these
policies by resolution. Management may adopt procedures consistent with these policies and may recommend
changes as programs and legal requirements develop.





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BOARD ADOPTION

The Board of Directors adopted this Founding Board Policy Manual on the date written below.



____________________________________    ____________________
Board Chair                Date
Printed Name: ______________________________



____________________________________    ____________________
Secretary                  Date
Printed Name: ______________________________





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