Governance
Board Structure
Justice Access Foundation is governed by a Board of Directors composed of independent volunteer members. The Board bears ultimate fiduciary responsibility for the organization’s operations, financial management, and mission compliance.
The Board is structured as follows:
- Minimum of three (3) and maximum of nine (9) directors
- All directors serve as volunteers without compensation
- Directors are elected by the existing Board in accordance with the Bylaws
- No single donor, funder, or affiliated entity may hold a controlling interest or majority of board seats
- Officers (President, Secretary, Treasurer) are elected from among board members
Volunteer Board Principle
All members of the Board of Directors serve without financial compensation, including salaries, fees, or other benefits. This principle is embedded in JAF’s Bylaws and is enforced as a condition of board membership. Reimbursement for reasonable, documented out-of-pocket expenses incurred in service to the organization may be authorized in accordance with board policy.
Quarterly Meeting Framework
The Board of Directors conducts formal meetings no less than quarterly. At each meeting, the Board reviews:
- Financial statements and cash position
- Program activity reports
- Compliance status (state and federal)
- Conflict of interest disclosures
- Donor concentration and public support ratio
- Strategic priorities and resource allocation
Special meetings may be convened as required for governance matters. All meetings are documented by written minutes maintained in the organizational records.
Conflict of Interest Policy
JAF maintains a formal Conflict of Interest Policy applicable to all directors, officers, and key employees. Key provisions include:
- Annual written disclosure of potential conflicts by all covered persons
- Mandatory recusal from votes or decisions in which a director has a material personal or financial interest
- Prohibition on self-dealing transactions involving directors or related parties without full board approval and disclosure
- Documentation of conflict review in board meeting minutes
- Annual affirmation of compliance with the policy
The Conflict of Interest Policy is reviewed by the Board no less than annually and updated as required by regulatory guidance or organizational circumstances.
Financial Oversight
Financial oversight mechanisms include:
- Treasurer review of all monthly financial statements
- Full board review of financial statements at each quarterly meeting
- Annual financial review or audit, as required by California law and donor requirements
- Maintenance of written financial policies covering check-signing authority, spending limits, and expense documentation requirements
- No commingling of organizational funds with funds of any director, officer, or affiliated entity
- Dedicated nonprofit bank account maintained exclusively in the organization’s legal name
Dissolution Clause
In the event of dissolution, the Board of Directors is required under JAF’s Articles of Incorporation and California law to distribute all remaining organizational assets — after payment of all lawful debts and liabilities — to one or more organizations that are:
- Recognized as 501(c)(3) public charities by the IRS, and
- Operated for purposes consistent with JAF’s charitable mission
No assets may be distributed to any director, officer, employee, founder, or private individual upon dissolution. Distribution is subject to approval by the California Attorney General and, where required, the Superior Court.