Board Governance



Governance Handbook

  1. Introduction

Congratulations and welcome to the CODA International Board of Directors. We thank you for your commitment to the strength of our organization.

This Handbook is a useful tool for all new Board Directors to be informed about Board business, tasks and duties. It will serve as a reference point for all Directors throughout their terms in office. The information is to equip you with knowledge to effectively carry out your roles and responsibilities on the Board. We ask that you read this Handbook before our Annual Face-to-Face Board Meeting. While we can never prepare you for the thrills and adventure of Board life, we hope to provide you with the background needed to ease your transition onto the Board. (Edited June 2020).

This Handbook is a living document and will be regularly revised and updated by the Board throughout your tenure. Please feel free to provide comments for additions to the Handbook to ensure that all Directors are informed about their responsibilities on the Board. This Handbook is a Board Document, and is intended for only Directors to have access to.

  1. Mission Statement 

CODA celebrates the unique heritage and multicultural identities of adult hearing individuals with deaf parent(s).

Adopted: 30th Annual CODA International Inc. Conference, Reading, UK, July, 2015.

  1. Statement of Purpose

CODA (Children of Deaf Adults, Inc.) strives to achieve this mission via conferences,  retreats, publications, scholarships, resource development and fundraising to enrich the experience of Codas.

Adopted: 30th Annual CODA International Inc. Conference, Reading, UK, July, 2015.

  1. Vision Statement 

Connecting Codas around the world.

Adopted: 30th Annual CODA International Inc. Conference, Reading, UK, July, 2015.

  1. Expectations 

As a Member of the Board of Directors of CODA International, you are expected to perform duties as outlined in the various roles and responsibilities. The position you hold on this Board is not one of status but rather a functioning role to ensure the growth of the organization. Each individual member on this Board is expected to work, contribute, and participate in the overall discussions and decisions for the benefit of CODA International and its participating members..

It is expected that you will:

  1.  Participate in all Board Meetings at pre-determined dates and times.
  2.  Participate in the Annual Face-to-Face Board meeting at the Annual Conference.
  3.  Provide full representation for your Region and its Members.
  4.  Be the voice of the Membership.
  5.  Be objective in your representation, striving to cooperate with all Board members for the best interests of CODA International.
  6.  Be a liaison to Committees according to individual interests, skills and abilities.
  7.  Participate in daily/weekly e-mail discussions throughout the year.
  8.  Be willing to commit the time necessary to effectively represent CODA International and complete Board responsibilities.
  9.  Be responsible for regularly reviewing documents placed in Google Drive. (Edited June 2020). 
  10. Be willing to serve as an Executive Officer in the role of President, Vice President, Secretary or Treasurer after your first year on the Board.
  11. Present a positive and neutral image of CODA International and the Board in activities in which a Director will participate.
  1. Governance

Governance is concerned with the systems and processes that ensure the overall direction, effectiveness, supervision and accountability of an organization. The Board of Directors is given the ultimate responsibility for the governance of CODA International.

Governance is also concerned with the way the Board works with volunteers, members and other stakeholders to ensure that CODA International is effective and properly run and meets the needs for which it was established.

A sound governance framework is composed of the mechanisms, processes and institutions, through which the organization and the membership can articulate their interests, exercise their legal rights, meet their obligations and mediate their differences.

  1. Definitions 

Budget: An itemized summary of estimated or intended expenditures for a given period along with proposals for financing those.

Committee: A formal working group within CODA International. The Board is responsible for approving the establishment of all Committees. A Committee is small enough to ensure that informal discussion is possible.

Financial Reports: An explanatory report providing financial statistics operations and status. Officers Appointed by the Board of Directors are responsible for the daily operations of the organization. CODA International has the following officer titles: President, Vice President, Secretary and Treasurer.

Policy: A guiding principle designed to influence decisions and actions. Typically, a policy designates a required process or procedure within CODA International. They are the rules of practice and procedure, which supplement our By Laws.

Strategic Planning: The process of determining CODA International’s long term goals and then identifying the best approach for achieving those goals.

  1. Governing Documents

CODA International is committed to the highest standards of integrity, fairness and ethical conduct, including full compliance with all relevant legal requirements. As a Director of this Board, you are responsible for familiarizing yourself with the following documents:

  • State of California Corporations Code

We are an Incorporated Non-Profit organization under the Corporations Code in the State of California.

This document can be accessed at: This is crucial reading for Board Directors in addressing and understanding our responsibilities under the IRS.

  • IRS Information

As a Non-Profit organization, we have responsibilities under the IRS. This document is available in the CODA International Google Drive. (Edited June 2020). 

For more information, go to the Registrar of Charitable Trusts in California at This is a public website and you can do a search of Children of Deaf Adults. Here you will see different types of information about the organization.

  • By Laws

An updated version of the By Laws is available in the Google Drive. Any amendments to the By Laws should be communicated with the Bookkeeper and Accountant for tax purposes. (Edited June 2020).

  • Policy and Procedures Manual

An updated version of the Policy and Procedures Manual is available in the Google Drive. Any amendments to the PPM should be communicated with the Bookkeeper and Accountant for tax purposes. (Edited June 2020).

It is imperative that you read and understand all the documents before the next Board meeting. Please direct any queries you may have to the Governance Committee or the President for further clarification.

9. Roles and Responsibilities

The roles and responsibilities of Board Directors are outlined in the Policy and Procedures Manual. Please refer to this Manual to gain further understanding of what your roles and responsibilities are as a Director on this Board.


  1. Provide overall leadership to the organization.
  2. In collaboration with the Board:
    1. Ensure that the organization’s Mission, Vision and Statement of Purpose are being followed
    2. Ensure that the organization develops direction to accomplish it’s Mission, Vision and Statement of Purpose.
    3. Ensure that the organization operates in an ethically, transparent and socially responsible fashion
    4. Monitor and manage the Strategic Plan of the organization.
    5. Assign administrative and operational duties to individual Board Directors as discussed and agreed with the Board
    6. Manage the succession of the position of President
  3. Understanding and adhering to Robert’s Rules of Order.
  4. Chair Board, Annual and Special General Meetings following Roberts Rules of Order; if not available to Chair meetings, assign this responsibility to another Director
  5. Provide a Report to the Annual General Meeting on the current status of the organization
  6. Carry out administrative and operational duties as assigned in discussion with the Board
  7. Manage the business of the Board
  8. Manage the recruitment, induction and training of Directors
  9. Promote the harmony of Board deliberations
  10. Promote the organization in the community as opportunities arise
  11. Ensure the performance of all legal requirements are featured in the Policy and Procedures Manual and are duly documented and reported to the Board.
  12. Ensure, with the Treasurer, the organizations financial control procedures are adequate and risk management strategies are in place
  13. Liaise with Board committees as required
  14. Perform other duties as deemed necessary

Vice President

  1. Provide support directly to the President as required
  2. Collaborate with the President for succession planning for the Presidency position
  3. Assist with monitoring and managing the strategic plan of the organization
  4. Chair and serve as a member of the Governance Committee
  5. Handle correspondence received by the organization
  6. Assist the President with the recruitment, induction and training of new Board Directors
  7. Provide an introduction to new Committee Members, in partnership with the Board Liaison
  8. Serve on Board committees as required
  9. Promote the organization in the community as opportunities arise
  10. Perform other duties as assigned


  1. Arrange meeting times, prepare and distribute agendas and other items to be presented at meetings.
  2. Official correspondence as directed by the Board President.
  3. Maintain official copy of Policy and Procedures Manual and Conference Manual. While other committees are responsible for updates and distribution, the secretary will have the official copy in case of discrepancy.
  4. Provide for the recording of minutes of all Board of Directors meetings and the general business meeting at the annual conference.
  5. Draft and distribute meeting minutes within one week following a board meeting/conference call. Edit minutes again (if necessary). (Edited June 2020).
  6. Distribute final draft to Board of Directors for approval at the next board meeting/conference call. Once approved, the Secretary will submit approved minutes to be posted within 14 days to the CODA International website. (Edited June 2020).
  7. Maintain Google Drive based storage of all organization related documents. (Edited June 2020).
  8. Updates Policy and Procedure Manual
  9. Oversee and monitor votes, decisions and action items made during each Board meeting, Annual General Meeting and Special General Meeting
  10. Assist in monitoring and managing the strategic plan of the organization
  11. Serve on Board committees as required
  12. Promote the organization in the community as opportunities arise
  13. Oversight of Logo usage
  14. Perform other duties as assigned


  1. Ensure the Board maintains the degree of financial literacy necessary to conduct the business of the organization
  2. Advise the Board on matters of finances in terms of the organization
  3. Liaise with the Fiscal Committees
  4. Ensure appropriate financial policies and procedures are in place and fully documented to ensure safeguards against fraud.
  5. Assist in monitoring and managing the strategic plan of the organization
  6. Report to the Board, at each meeting, the financial situation of the organization and on variances from the approved budget
  7. Provide a Report to the Annual General Meeting on the financial status of the organization
  8. Oversee and work with the Bookkeeper to ensure all of the financial documents of the organization are properly maintained
  9. Ensure the organization’s financial records are adequate, protected, backed-up and accessible
  10. Manage the organization’s banking along with the Bookkeeper
  11. Ensure all recurring payments are maintained
  12. Working with the Bookkeeper, collect and receive all money due to the organization and make all payments authorized by the organization.
  13. Prepare and oversee the Annual Organizational Budget.
  14. Oversee and manage the Annual Conference Budgets along with Board Liaisons
  15. Ensure the organization’s compliance with all applicable tax arrangements
  16. Promote the organization in the community as opportunities arise
  17. Serve on Board committees as required
  18. Perform other duties as assigned

Board Director

  1. Be familiar with the expected roles and responsibilities as a Director
  2. Be familiar with all Governance Documents related to the organization
  3. Consider, debate, and vote on issues in the best interests of the members and the organization
  4. Comply with all rules, policies and standing orders of the organization.
  5. Review and approve the organization’s strategic plan, and its implementation
  6. Attend all meetings, or if absolutely unavoidable, notify the President or Secretary in advance for absence
  7. Read all information circulated and consider all issues prior to the Board meetings
  8. Serve on Board Committees as required and as assigned by the President
  9. At all times remain fiscally responsible for the organization’s funds
  10. Promote the organization in the community as opportunities arise
  11. Actively seek any potential fundraising and/or grant opportunities
  12. Avoid any improper use of their position, or information acquired for financial or personal gain for themselves or others, to the detriment of the organization.
  13. Inform the Board immediately if there is any direct or indirect conflict of interest in any contract with the organization and abstain from voting on that issue
  14. Conduct all Board business in a civil manner.
  15. Actively participate in CODA events organized
  16. Encourage and initiate CODA events and activities
  17. Represent CODA International at major events
  18. Communicate with relevant stakeholders
  19. Represent the Membership on the Board
  20. Keep Members updated on CODA events, retreats or gatherings
  21. Be a source of information for CODA International
  22. Perform all other duties as assigned
  1. Board Meetings

Board meetings are held a minimum of six (6) times a year. Dates and times are decided on via a Doodle Poll system to find the most suitable dates for all Directors. The following outlines information you will need to effectively participate in these meetings. (Edited June 2020).

  • Conference Call Agendas

In order to most efficiently use our time during conference calls, the following procedures should be followed:

  • All contacts, information gathering and report preparation will occur before the conference call so the time can be used to update.
  • Agenda items are to be sent to the Secretary one (1) week prior to the call. (Edited June 2020).
  • A draft agenda will be distributed to the Board one (1) week before the call.
  • Be prepared to address any Action Items you are involved with during the meeting
  • Limit discussion of any item to 15 minutes, then table. Unless allotted  extra time by an Executive Board member. (Edited June 2020).
  • Robert’s Rules of Order

Our Board meetings adhere to Robert’s Rules of Order. It is necessary that you familiarize yourself with these Rules so you can effectively participate in the meetings.

For more information on Robert’s Rules of Order, go to:

  • Conference Calls

All Conference Calls are held via Zoom unless otherwise noted. The Secretary will initiate the Zoom call. (Edited June 2020).

If a Conference Call is needed to be done using a teleconference line, CODA International will bear the costs of the teleconference facilities. The Secretary will initiate the Conference Call. You will be required to dial into the teleconference facilities depending on where you reside.

Zoom Meeting has a Dial by your location feature 

  • +1 669 900 6833 US (San Jose) 
  • +1 346 248 7799 US (Houston) 
  • +1 253 215 8782 US (Tacoma) 
  • +1 301 715 8592 US (Germantown) 
  • +1 312 626 6799 US (Chicago) 
  • +1 646 876 9923 US (New York) 

Each Zoom meeting has a “find you local number” link to dial in for that specific meeting.  (Edited June 2020).

  • Previous Meeting Minutes

You are expected to familiarize yourself with the contents of the minutes before the next Board meeting.

At the end of each Board meeting, the Secretary will email the meeting minutes, within one (1) week to your official CODA International email address. If you cannot locate your copy of the meeting minutes, minutes can be found in Google Drive by going to Board  Minutes then follow the corresponding year and date. (Edited June 2020).

  • Meeting Schedule

At the Annual Face-to-Face meeting, a meeting schedule will be created. If you are not able to attend a Board meeting, you must inform the President and CC the Secretary ASAP.

  1. Communication

CODA International utilizes Google Mail to facilitate communication between Directors. The CODA International Google Drive holds all activity reports, financial reports, and any documentation relating to the organization. (Edited June 2020).

Upon being elected to the Board, at the Face-to-Face meeting, you will be given an official CODA International email address and password. If you need assistance, please contact the Secretary for assistance. (Edited June 2020).

The Board of Directors also utilizes the group message chat feature in Whatsapp for Board communications.  (Edited June 2020).

  1. Strategic Plan

The 2020 Strategic Plan was presented to members at the 30th Annual CODA International Inc. Conference, Reading UK.

The By Laws, Policy and Procedures, and Board Handbook have been revised and updated. These documents are important to provide a strong foundation for the organization.

Appendix 1 : 2020 Strategic Plan

  1.   Financial Management 

            13.1 Year to date financial report

Please refer to Google Drive for Financial Reports. (Edited June 2020).

            13.2  Bank Account Information

CODA International has bank accounts with Bank of America. Our accounts are managed with three signatories: Bookkeeper, President, and Treasurer.  Unless the Board votes on another member to be the signatory. The President, Treasurer and Bookkeeper will be the only positions that have access to a Debit Card for the organization unless prior approval is sought from the whole Board of Directors.

             13.3  Physical Address, Bookkeeper & Accountant

CODA International’s physical address is 41041 Trimboli Way #1788

Fremont CA USA 94538-4832. (Edited June 2020).

Jitasa Inc. at 1750 W.Front Street, Ste 200 Boise, Idaho 83702. Jitasa is currently the Bookkeeper/Accountant of the organization. You can contact the Treasurer at or the President at (Edited June 2020).

Our Legal Representation is Hurwit & Associates in Massachusetts. (Edited June 2020).

Direct correspondence should occur through the Treasurer and/or President.

                13.4 General Board Member Reimbursements

Board Members may have expenses incurred while doing work for CODA International. Any reimbursements require the prior approval of the President and Treasurer.

                13.5 Annual Conference Board Member Reimbursements

Board Members are reimbursed for:

  • HALF of their travel expense to and from the Annual Conference
  • Three (3) nights accommodations at the Conference Hotel
  • Registration waived for the Annual Conference

                  13.6  Region Accounts

The seven (7) regions of CODA International have accounts housed within the operating budget. These line items are not a part of the general operating budget and the funds belong 100% to the regions.

Region Representatives have total control of these funds and may contact the bookkeeper to release these funds to pay for regional activities.

  1. Committees 

You will be asked to be a Board Liaison and/or Chairperson for a Committee as determined by the President and/or Board decision. If you have skills and experience in a particular  area, it is important that you make this information known to the President and the rest of the Board.

The current list of committees can be found in Google Drive. The Committee List includes the current Board Liaison and Chairperson of each. (Edited June 2020).

  1. Support

Taking on the position of a Director on this Board is a huge responsibility. It is important that you take the initiative to reach out if you require support to effectively carry out your responsibilities. Your Board “buddy” is available to you for this reason. Any Director on this Board is also available for support.

  1. Amendments of the Handbook

The Vice President is responsible for amending the contents of this Handbook.

Version 1: Liza Clews. Drafted: June 2010. Approved: July 2010, Fremont, USA. 

Version 2: S Chappell & R. Dragoo. Drafted: April 2016. Approved:

Version 3: Cedar Jones. Update information/edits June 2020.  Approved August 2020. 

  1. Appendices 

Appendix 1 : 2020 Strategic Plan

Board Communication/Transparency: Enhancing and increasing the quality and frequency  of the CODA Board’s communication with the membership; soliciting membership input in decisions.

Coda Connect/Identity/Value: The value of the CODA International organization/conferences in helping Codas to discover and/or develop their Coda identity, build connections and community with other codas.

Mentoring: Need for mentoring within the organization in multiple aspects, including: Codas to Kodas, new CODA members, Coda/CODA veteran leaders to new/emerging Coda/CODA leaders.

Fundraising/Scholarship Program: Enhancing and/or diversifying the fundraising and scholarship programs; fundraising and sponsoring of koda-related activities and Coda/koda research.

Conference Program/Experience: Enhancing and/or diversifying the annual conference program and/or activities to ensure they are relevant and innovative, with balance of traditional and new.

Generations: Importance of recruiting, engaging and retaining members at various ages; creating programming and services that address multi-generational needs.

Self-development/Enrichment: The value of the CODA International organization/conferences in helping codas to engage in personal development and enrichment as individuals.

Archiving/History/Research: Enhancing, expanding, and/or formalizing CODA International’s efforts to document and archive the history of the organization, the history and stories of codas, and to support Coda/koda-related research.

Social Media/Online: Enhancing and/or formalizing the organization and Board members’ use of website, as well as live streaming and popular social media platforms to broadcast events, communicate with members, and support Outreach/PR/Recruitment efforts.

Board/Lead Effectiveness: The need for leadership development and training for Board members and potential organizational leaders.

Staffing: The need for official paid staffing for organizational operations.

Volunteerism: Recognition and acknowledgement that an organization run by volunteers can be very challenging; the need to retain more volunteers to assist Board with operational tasks.

Operational Effectiveness: Improving the effectiveness and efficiencies of CODA International’s business and administrative operations in areas such as: members access to information; Board’s communication with members; documented business plans, processes and protocols; organizational and membership assessments, and so forth.

Deaf Organization Partnerships: Forging and maintaining collaborative relationships and/or partnerships with Deaf organizations, such as: World Federation of the Deaf (WFD), National Association of the Deaf (NAD), Deaf parent/KODA organizations, and so forth.

KODA to CODA: Enhancing, expanding, and/or clarifying CODA International’s role in KODA-related work, such as: supporting and collaborating with KODA  organizations/camps; engaging/mentoring/”onboarding” kodas into CODA; collaborating with Deaf organizations on education for Deaf parents and professionals, etc.

Chapter/Regional/Local Support: Developing and enhancing CODA International’s regional and chapter infrastructure by providing greater support to sub-groups (e.g., guidance/leadership, financial) and fostering stronger engagement of sub-groups with CODA in fundraising, recruitment, and so forth.

Membership Benefits: Enhancing and articulating the “benefits” of being a member of CODA- International; providing “on-boarding education” to new members and conference/retreat newcomers.

Beyond Conference: Expanding the current “sole focus” of CODA from annual conferences to include other programs, services, etc. for members and the Deaf/Coda community.

CODA Arts: Promote and support Coda artists as a vehicle for PR, recruitment and  outreach.

Language Use: Need to recognize and be responsive to the language diversity and backgrounds of Coda members. For example, not all members are: fluent in Signed Languages, in the interpreting profession, or find the use of Deaf voice amusing.

Education to professionals: Developing and disseminating information/providing training to professionals who work with Deaf/koda families (e.g., teachers, school administrators, health care professionals, social workers, MH professionals, etc.)

Inclusion of Non-codas: Provide/sponsor open events that include family members, such as: Deaf parents, Deaf siblings, spouses, etc.

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CODA International is a private organization maintained and governed by CODA International members. Codas being persons who have one or more parent with a demonstrable and verifiable hearing loss. Non-Codas interested in becoming Supporting Members are encouraged and highly welcomed. Persons joining as a voting member or registering for CODA International conference or specified events, found to be non-Coda will automatically have their status changed to Supporting Member and any dues or fees paid to CODA will be forfeited. The privacy and security of all registered members is a top priority for the purpose of admittance, denials, and revocations.

CODA International is not responsible for non-affiliated social media accounts which may not be a direct representation or share the beliefs of CODA International.