The Board’s Fiduciary Role Presenter Insert Name Insert Organization

The Board’s Fiduciary Role

PresenterInsert Name

Insert Organization

Introductions

Your Name Your Role on the Board What You Personally Bring to the Board Your Organization’s Mission Statement

Success

When your organization is at its very best, what does success look like?

How does your board contribute to this success?

Understanding Nonprofit Structure

State Corporation

Federally Tax Exempt

What Makes It A Nonprofit?

No Owners / Stock

No Personal Inurement

Volunteer Directed

NOT: Make No Money!

Benefits of Being a Nonprofit

Exempt from corporate income taxes on related business

Sales tax on Purchases Property Tax Individual Deductions for Charitable

Giving

Why Nonprofits Need Boards (The IRS’s View)

Tax Exemption

Publicly Financed Funds

Checks & Balances

What Shapes The Board

External Environment

Board Composition

Life Stage

Take ResponsibilityBe Accountable

• Personal• Legal• Political• Fiscal• Resource• Performance

Commitment and passion for organization

Put organizations interest ahead of your own

Avoid Conflicts of Interest Be informed Support decisions Confidentiality Show Up!!!!! Demonstrate Standard of Care

Board Excellence Handbook pages 18-20



Comply with both state and federal law

Penalties for not filing 990 Payroll Sales taxes Excess benefit transactions Compliance with charitable

giving law within the states you fundraise (Disclose It!)

Openness – 990/1023/Determination Letter




Advocate for the organization Can engage in lobbying Be non-partisan (a must)

No endorsement of candidates or parties

No purchasing tickets on behalf of the organization

No special favors to candidates

Board Excellence Handbook page 25



Know financial status and plan for the future

Understand and approve the budget

At least quarterly review of financials (budgeted vs. actuals)

Understand where it comes from, where it goes, what’s left, and how was it used Percentages program, admin,

fundraising Know what’s on the 990-review

before its submitted




Evaluate Programs Identify necessary resources Create resource development

plan Clearly identify staff vs. board

responsibilities Each member gives/gets

every year (full participation of board)




Understand roles and responsibilities

Set Goals Assess Performance

Regularly Full Board Individual


Take Action

Mission/Vision Approve Budget Enact Policy Recruit/Orient

New Board Members

Executive Oversight

Review / Revise Engage in Strategic

Planning Review Program-Mission

Alignment Insure Program

Evaluation is Effective & Efficient


Take Action


New Board Members

Executive Oversight

Reflective Realistic Accurate Commission audits when

budget > $500k


Take Action


New Board Members

Executive Oversight

Facilitates Decision Making Conflict of Interest Personnel Advocacy (how do you

determine positions) Fundraising Gift Acceptance Purchasing Investment Nominating

Take Action

Mission/ Vision Approve Budget Enact Policy Recruit/Orient

New Board Members

Executive Oversight

Be an organizational magnet

Job Descriptions Term Limits Committed to mission Possess skills needed to

accomplish the mission Volunteer board

members Diversity


Board Development

Analyze Composition Reflect Constituency / Clients Draw in Expertise

Job Descriptions

Board Member Orientation

Handbook

Board Excellence Handbook page 44-47

Take Action


New Board Members

Executive Oversight

Hire Supervise Evaluate Support Set appropriate

compensation Terminate


Executive/Board Relationships

Responsibility of the Full Board Executive Director reports to Board as a Whole Clear Expectations – in writing when possible

Strategic Plan Budget Annual Plan Performance Targets

TOOLS – ROUTINE Regular Executive Director Reports Executive Director Evaluation Financial Audit Evaluation of Programs

Golden Rule for Board Members

No single board member can compel resources of the organization outside the board room unless authorized by the board. An executive director’s time and other staff time are resources of the organization.

Board Operations & Performance

Governing Committees Meetings

Staff vs. Board Communication

Channels Feedback Mechanisms

Board Excellence Handbook page 48-52



Chaired by Board Member

Deliberative bodies of the board

Draw in external expertise

Committees recommend, Board approves




Agenda Call to Order Approve Minutes Approve Consent Agenda Reports Presentations Topics of Discussion New Business

Minutes (Official record of corporate business) Who’s there Chair Agenda Highlights Decisions Conflicts of Interest

Who’s Responsible?

Primary responsibilities exercise

YOUR ORGANIZATION is Here to Help!

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Documents

The Board’s Fiduciary Role Presenter Insert Name Insert Organization