Albert Alt presentation to Great Valley Museum Foundation Board

1. GREAT VALLEY MUSEUM OF
NATURAL HISTORY
2016 ANNUAL RETREAT
JULY 14, 2016
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2. Presenters:
Dr. Albert Alt – MJC Vice President of College and
Administrative Services
Dr. George Boodrookas – MJC Foundation Executive Director
Dorothy Pimentel – YCCD Risk Manager
Arnold Chavez – Director of Great Valley Museum
Anne DeMartini – YCCD Trustee
Gina Leguria, J.D. – YCCD Vice Chancellor of Human
Resources
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July 14, 2016

3. Agenda:
1:00 – 1:15 Welcome
1:15 – 1:45 501c3 and the Board role
1:45 – 2:15 Review of current bylaws
2:15 – 2:30 Refreshment and snack break
2:30 – 3:00 Officers/Directors coverage
3:00 – 3:30 Board operations/policies
3:30 – 4:00 Board meeting conduct
4:00 – 4:30 Conflicts of interest
4:30 – 5:00 Next steps, future considerations
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July 14, 2016

4. 501c3 and the Boards Role:
 What is a 501(c)(3)?
 A non-profit corporation
 Defined by Articles of Incorporation
 Certified by the Secretary of the State
 With appropriately adopted and recorded Bylaws
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July 14, 2016

5. 501c3 and the Boards Role:
 The Board’s purpose:
 Is to govern, not manage
 Set policy, not procedures
 Serve as organizational advocates
 Lend prestige and credibility
 Lend professional expertise and counsel
 Identify and cultivate major donors
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July 14, 2016

6. 501c3 and the Boards Role:
 The basic responsibility of non-profit boards:
 Mission and purpose (understood & shared)
 Effective planning (retreat; executive committee)
 Set and evaluate policies according to statute (501(c)(3))
 Monitor and strengthen programs and services (but not staff’s job)
 Ensure adequate financial resources (the fundraising role!)
 Protect assets and provide financial oversight (investment and spending
policy)
 Build a competent board (job descriptions and commitment letter)
 Ensure legal and ethical integrity (AFP code of ethics and donor bill of
rights)
 Enhance organization’s public standing (advocates and ambassadors)
• Source: Board Source
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July 14, 2016

7. 501c3 and the Boards Role:
 A bit more about ensuring adequate resources…
 The fundraising role
 The Executive Director’s role
 The donor pyramid
 Options for solicitation
 Who will do this work?
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July 14, 2016

8. 501c3 and the Boards Role:
July 14, 2016
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9. 501c3 and the Boards Role:
 What it takes to succeed
 Success is dependent upon degree of involvement of your board
 If your board places a high priority on fundraising you will succeed
 If your board understands that the fundraising budget is an investment, not
an expense, you will succeed
 If 100% of your board members give to the best of their individual abilities
annually, you will succeed
 If your board members are willing to set aside personal time to make visits for
larger gifts, you will succeed
 If your board is willing to develop a strategic master plan and is ready to
make it work, you will succeed
• Source: David Barnes, Fundraising Consultant
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July 14, 2016

10. Current Bylaws:
 Why do we have bylaws?
 Identifies the name of the Corporation
 “Great Valley Museum of Natural History”
 To outline the Corporation’s objectives (Nonprofit)
 To set the purpose (to receive monies and make expenditures on behalf of the
Corporation)
 To develop programs and services to suit the objectives and purposes (science
education)
 To comply with 501(c)(3) guidelines
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July 14, 2016

11. Current Bylaws:
 Restrictions:
 Anything not allowed by statue 501(c)(3)
 No propaganda, influence of legislation, political thought, political
campaigning
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July 14, 2016

12. Current Bylaws:
 Powers:
 Solicit and accept gifts, donations, etc.
 To make contributions or loans
 That which is necessary to run the Corporation
 Officers:
 President, Secretary and Chief Financial Officer
 Elected annually (at annual meeting)
 Membership:
 Director members: Those elected to serve (voting)
 Associate members: those dedicated to the purpose (non-voting)
 No less than 12 Directors, no more than 35
 Quorum: Simple majority of authorized number of members (uncertified
bylaws say 1/3 of members!)
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July 14, 2016

13. Current Bylaws:
 Meetings:
 Annual meeting required fourth Wednesday of October
 Elections of members and officers should be at the annual meeting
 Notice of meeting to be sent by Secretary no less than 10 days prior to
meeting
 Notice shall include place and time of meeting and business to be transacted
 Annual Report required!
 Within 120 days of close of year (fiscal year, July 1)
 Assets and liabilities, revenue and expenses
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July 14, 2016

14. Officers/Directors Coverage:
 Introduction to Directors & Officers Insurance
 Why you need D&O Insurance
 Basic fiduciary duties
 Review of current D & O Policy
 Always read your policy
 Review declarations
 Know your limits of liability
 Definitions – know what the different terms mean
 Exclusions – what isn’t covered
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July 14, 2016

15. Board Operations/Policies:
 Set by 1998 agreement between GVMF and YCCD
 Each had own Revenue and Expenditure
 Foundation (02)
 Nature Shop sales (33%)
 Memberships (13%)
 Donations (13%)
 Fundraising events (Gala, WPD, others) (40%)
 “Commitment Budget” from 1998 agreement (78k) based on an estimate of the
amount needed by YCCD to operate the GVM in addition to operations income
 Operations (04)
 Admissions (8%)
 Traveling Teachers (33%)
 Museum/Animal Tours (10%)
 Planetarium Shows (15%)
 “Commitment Budget” (26%)
 Donations and other classes
 Animal care and exhibit maintenance
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July 14, 2016

16. Board Operations/Policies:
 CASE.ORG
 The Council for Advancement and Support of Education is a professional
association serving educational institutions and the advancement
professionals who work on their behalf in alumni relations, communications,
development, marketing and allied areas. CASE helps its members build
stronger relationships with their alumni and donors, raise funds for campus
projects, produce recruitment materials, market their institutions to
prospective students, diversify the profession, and foster public support of
education.
 http://www.case.org/
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July 14, 2016

17. Board Operations/Policies:
 YCCD Policies
 HR policies
 Independent auditor
 Use of Information Systems policy
 Tax Related policies
 Update (1998 agreement)
 Investment policy
 Collections Management policy
 Board Member policy
 New Long-Term Strategic plan
 Gift Acceptance policy
 Fine tune what is currently established
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July 14, 2016

18. Board Operations/Policies:
 Clear Sense of Purpose & Direction
 What, Who, When, Why
 Sustainability and a Stronger Institution
 Future Accreditation
 American Alliance of Museums
 Standards for Museums With Joint Governance require that the museums
clearly identify all the groups that are engaged in governance or provision
of these vital resources, and the responsibilities of each group
 Leverage and Support
 Future Fundraising
 Large corporate donors
 Credibility and Accountability
 Reconnecting with local groups
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July 14, 2016

19. Board Meeting Conduct:
 Parliamentary procedures:
 Safeguard the rights of the members
 All members to reach informed decisions
 Provide for effective, orderly and fair meetings
 Allow for good record keeping and clarity of decisions
 Keep meetings on task and focused on the business of the meeting
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July 14, 2016

20. Board Meeting Conduct:
 Motions:
 To make a motion, some says; “I move we ___.”
 A motion must have a second before discussion ensues
 Some boards have a tendency to discuss business items prior to motions
being made
 Once discussion is complete, the chair conducts the vote
 The chair is responsible for ensuring clear responses, such as “All in favor, say
“aye’ or yes, opposed, say “nay” or “no”
 The chair must declare the outcome: Motion carried or motion failed
 The chair is responsible for ensuring all members have an opportunity to
participate in the discussion
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July 14, 2016

21. Board Meeting Conduct:
 Minutes:
 Are the legal history of the meeting
 Provide a formal record of deliberate proceedings
 Provide a record of reports and decisions made at the meeting
 Provide proof of financial actions
 The secretary is responsible for preparing draft minutes of the proceedings
 The members of the organization are responsible for ensuring accuracy of the
minutes and the approving them as the official record
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July 14, 2016

22. Conflicts of Interest:
 IRS From 1023, conflict arises when:
 A person in a position of authority
 May benefit personally from a decision he/she could make
 Adoption of a conflict of interest policy is not required to keep tax exempt
status but is recommended
 https://www.irs.gov/uac/about-form-1023
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July 14, 2016

23. Conflicts of Interest:
 Sanctions:
 Conflicts that are not managed
 May result in significant penalties
 Penalties are called “intermediate sanctions”
 Can be assessed against the organization and the individual who benefited
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July 14, 2016

24. Conflicts of Interest:
 Interested Person:
 Any director, principal officer or member of a committee with a governing
board
 With delegated power
 Who has a direct or financial interest
 Is an interested person
 May benefit personally from a decision he/she could make
 Adoption of a conflict of interest policy is not required to keep tax exempt
status but is recommended
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July 14, 2016

25. Conflicts of Interest:
 Financial Interest:
 Ownership or investment interest in any entity in which the Organization has
a transaction or arrangement
 Compensation arrangement with the Organization, entity or individual
 Potential ownership or investment interest
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July 14, 2016

26. Conflicts of Interest:
 Your Responsibility:
 When a conflict may exist
 An interested person must disclose the existence of financial interest
 Be given the opportunity to disclose material facts
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July 14, 2016

27. Conflicts of Interest:
 Best Practices:
 Create awareness
 Encourage disclosure of anything that MAY be a conflict
 Create “culture of candor”
 Take time at a board meeting at least yearly to discuss potential conflict
scenarios
 Minutes of meetings should reflect disclosure of conflict or potential conflicts
 Circulate a questionnaire each year to discover whether any board member
has or anticipates a future conflict
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July 14, 2016

28. Conflicts of Interest:
 Policy:
 A policy is recommended
 That requires:
 Those with conflict or potential conflict to disclose the conflict
 Prohibit interested board members from voting on matters where a conflict
exists
 Complete annual IRS From 990
 Addressing whether or not the organization has a conflict policy
 How conflicts or potential conflicts are managed
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July 14, 2016

29. Next Steps and Considerations:
 Next Steps:
 Bylaw committee – priority!
 Future Considerations:
 Strategic Planning/ Board Visioning
 Finance and/or policy committee(s)?
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July 14, 2016

30. Presenters:
Dr. George Boodrookas – MJC Foundation Executive Director
Dorothy Pimentel – YCCD Risk Manager
Arnold Chavez – Director of Great Valley Museum
Anne DeMartini – YCCD Trustee
Gina Leguria, J.D. – YCCD Vice Chancellor of Human
Resources
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July 14, 2016

31. G R E A T V A L L E Y M U S E U M O F N A T U R A L
H I S T O R Y
F I R S T A N N U A L R E T R E A T
J U L Y 1 4 , 2 0 1 6
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