Nonprofit Board Governance Legal Issues

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Nonprofit Board Governance Legal Issues

  1. 1. Building BRIDGES to More Effective Board Governance Project BRIDGES Board Retreat September 19, 2011 Ken Liu Gammon & Grange, P.C.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 1
  2. 2. 7 BRIDGES to a Better Board Topics 1. Board Basics 2. Risk management 3. Informed Boardsmanship 4. Duties of care and loyalty 5. Governing interested party transactions 6. Evaluation of legal compliance 7. Staff-Board roles and relationshipsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 2
  3. 3. 1.1 Board Basics: What is A Director?  The individual director:  Acting alone has no powers, unless expressly authorized by the Board  Exerts his or her power by voice & vote when the entire Board is duly convened  Shares in all the powers and responsibilities of the Board  The Board has a collegial governance powerProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 3
  4. 4. 1.2 Board Basics: Who are the Directors’ Constituencies?  A director is accountable to:  Constituents/Members: Those whom the organization serves  Donors: Those who support the organization  The general public (essence of being public charity)  The law: State and federal governments  The entity’s Articles, Bylaws, Policies, Budget, etc.  The Board of Directors -- each other  The Lord (Matthew 12:36 (ESV) I tell you, on the day of judgment people will give account for every careless word they speak . . .)Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 4
  5. 5. 1.3 Board Basics: What are the Directors’ Purposes?  A director serves the purposes of the organization and ensures organization’s activities are serving those purposes  Where are these purposes found?  Articles of Incorporation  Bylaws  Mission Statement  The Bible  All activities should be consistent with purposesProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 5
  6. 6. 1.4 Board Basics: BRIDGES’ Purposes Statement (in Articles & Bylaws) Articles and Bylaws purpose statement: The Corporation seeks:  to develop a network of churches and faith-based organizations to combat social and spiritual problems in local communities,  facilitate programs and support services that strengthen the capacity of churches and faith-based organizations to combat these problems, and  provide resources, education, and training to churches and faith-based organizations to help them strengthen and expand their capacity to relieve poverty, serve the needy in their communities, and provide Biblical solutions to the heart issues underlying the social and spiritual problems the Corporation seeks to combat.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 6
  7. 7. 1.5 Board Basics: Primary Sources of a Director’s Legal Duties  Articles of Incorporation  Bylaws  D.C. Nonprofit Corporation Law  Federal tax exempt law / IRS regulations  “Common Law” duties  Duty of care  Duty of loyaltyProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 7
  8. 8. 2. Risk Management QuizProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 8
  9. 9. Risk Management Quiz 1. Is it permissible for a nonprofit corporation (like Project BRIDGES) to make a loan to an officer or director on terms that favor the nonprofit (e.g., agreement provides that nonprofit is to receive greater than fair market value interest)?  YES, under federal law and IRS regulations; but  BUT NO, under D.C. law. Any and all loans to a nonprofit’s directors and officers are prohibitedProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 9
  10. 10. Risk Management Quiz 2. Are nonprofit boards required to adopt a budget process?  No, but it is strong recommended! No law requires a budget, but the budget is one of the most important tools of financial accountability whereby Board fulfills fiduciary responsibility. Best practices would require a complete budget process.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 10
  11. 11. Risk Management Quiz 3. Is it advisable for a large nonprofit Board to carry on most of its work through a small executive committee that determines compensation issues and approves related-party transactions?  NO: Executive committee can handle routine matters between Board meetings; but should not take over Board’s authority for big ticket decisions: e.g., approving large contracts, new program areas, affiliations, sale of significant assets, related-party transactions, etc.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 11
  12. 12. Risk Management Quiz 4. May a nonprofit Board choose not to have term limits in its bylaws?  YES: But it is generally advisable to limit director terms to help keep directors accountable, and Board vibrant and responsive to constituencies. Best practice NGOs have term limits.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 12
  13. 13. Risk Management Quiz 6. Should a Board member personally review employee performance appraisals and instruct employees on job performance?  NO, unless the director also has a hat as an officer, or is specifically authorized to do so, say in a smaller entity. This is not only micromanaging, it could be usurpation of the CEO’s authority. Directors are not operating officers of the nonprofit, and generally have no authority to act for the entity between Board meetings.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 13
  14. 14. Risk Management Quiz 7. Does D.C. law grant immunity from liability to directors of nonprofit organizations?  YES, BUT LIMITED: D.C. law grants civil (not criminal) immunity, unless the director’s act leading to the injury:  is willful misconduct,  results in improper personal benefit,  exceeds the scope of his authority, or  if the nonprofit doesn’t meet certain expense and insurance testsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 14
  15. 15. Risk Management Quiz 8. If a director or officer of a nonprofit organization publicly endorses a political candidate because of the candidates stand on moral issues (e.g., faith based initiatives, human rights, etc.), could the organization lose its tax-exempt status for impermissible political activities?  YES: Political campaign activity is absolutely prohibited.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 15
  16. 16. Risk Management Quiz 9. Can a 501(c)(3) nonprofit lose its tax-exempt status for lobbying activities?  NO: IF the lobbying is “non-substantial.” Definitely less than 5%; maybe less than 20% or higher IF done with volunteers.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 16
  17. 17. Risk Management Quiz 10. If BRIDGES does not fund any Muslim projects or groups, must it worry about compliance with the Anti-Terrorist Funding Provisions of the USA Patriot Act?  YES: Patriot Act: criminal liability for providing material support or funds, for use in terrorist act  USAID grant recipient must certify it has taken all reasonable steps to ensure it does not and will not knowingly provide material support or resources to any entity that commits or supports terrorist acts  Combined Federal Campaign participants must certify that they do not knowingly support any persons or organizations on the terrorism lists of the U.S., U.N., or European UnionProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 17
  18. 18. 3. Informed BoardsmanshipProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 18
  19. 19. Informed Boardsmanship 1. Are Board members familiar with the organizations mission, purposes, objectives, policies, statement of faith, programs, and activities?  Clearly Articulate Your Mission & Values and  Communicate your organization’s activities to the broader communityProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 19
  20. 20. Informed Boardsmanship 2. Are Board members committed to the organizations mission, purposes, objectives, policies, statement of faith, programs, and activities? Are they qualified to implement its goals?  Take steps to encourage full participation by all Board members  Recruit Board members who:  Embrace and are passionate about, the mission and purposes  Are qualified to implement goals  Reflect the diversity of your organizational culture: race, gender, professions, experience/background, skillsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 20
  21. 21. Informed Boardsmanship 3. Are Board members adequately informed about the Boards responsibilities and liabilities?  Before new people join board, need to adequately prepare them for expectations, legal responsibilities and liabilities.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 21
  22. 22. Informed Boardsmanship 4. Does the Board regularly evaluate the use of its resources to ensure they are effectively used to further the organizations goals?  One of the Board’s biggest responsibilities is ensuring the organization’s money, staff and volunteers, intellectual property, and other resources are properly used.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 22
  23. 23. Informed Boardsmanship 5. In recognition of its public trust, is the Board accountable to the community for the organizations success in carrying out its mission and meeting its ethical and legal obligations?  Community = donors, beneficiaries, constituents, and government authorities  Annual audit; publicly available?  Board should be familiar with Form 990  Consider ECFA Membership (www.ecfa.org)  Watch the watchdog groups, such as:  www.charitynavigator.org  www.bbb.org/us/charityProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 23
  24. 24. Informed Boardsmanship 6. Does the Board conduct periodic opportunities for training, education, and upgrading of needed skills for its members?  A properly trained and managed Board is one of the most effective safeguards against legal liability.  Nonprofit Board members need to be instructed as to their fiduciary duties to the corporation, the unique requirements of a nonprofit organization, and restrictions on transactions due to the limitations on private benefit and inurement, unrelated business activity, legislative and political activity, etc.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 24
  25. 25. Informed Boardsmanship  Keep abreast of latest legal developments affecting nonprofit organizations  Sample resources for Board training  ECFA: www.ecfa.org  Christian Leadership Alliance www.christianleadershipalliance.org  BoardSource: www.boardsource.org  Independent Sector: www.independentsector.org  Gammon & Grange: www.gg-law.com  Sign-up for G&G Law Alerts™Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 25
  26. 26. Informed Boardsmanship 7. Does the Board run effective and efficient meetings that address the needs of the organization?  Provide timely and effective reports in advance of Board meetings  Board meetings must be used for furthering the goals of the organization, not specific interests of individual Directors  Divide Boards work between individual Directors, committees, and entire BoardProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 26
  27. 27. Informed Boardsmanship  Require absent Directors to review minutes of any Board meeting missed, and to register their dissent when in disagreement with any Board action  Annually assess Boards effectiveness, providing for procedural changes, training, and educationProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 27
  28. 28. Informed Boardsmanship 8. Has the Board developed purposeful policies & procedures?  Develop efficient procedures, but don’t let them supersede strategic thought and action  Develop risk management policies and strategies in consultation with legal counsel  Implement accounting and fiduciary guidelines  Implement conflicts of interest policyProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 28
  29. 29. Informed Boardsmanship 9. Does the Board have an effective budget process?  Coordination of budget with organizations purposes, mission, and strategic plan  Line-item breakout of all significant categories of expenses and income  Review monthly financial statements, including budget projections, comparisons, and line-item variancesProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 29
  30. 30. Informed Boardsmanship  Review detailed breakout of new activities or projects  Follow policy of red flagging any line item that is more than 5 percent (5%) above budget, and prohibit such expenditures without special Board approval  Insist on annual auditProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 30
  31. 31. 4. Duties of Care & LoyaltyProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 31
  32. 32. 4. Duties of Care & Loyalty Two fundamental duties of a Nonprofit Director:  Duty of Care  Duty of LoyaltyProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 32
  33. 33.  Director is a fiduciary – Director must at all times act for the benefit of the organization, in its best interests and to further its exempt purposes  "A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interest of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.”  Model Business Corporation Act (MBCA), 35.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 33
  34. 34. 4.1 Duty of Care Duty of care A Director should: (1) be reasonably informed; and (2) exercise independent judgment; (3) to participate in corporate decisions; (4) in good faith; (5) with the care of an ordinarily prudent person in similar circumstances.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 34
  35. 35. 4.1 Duty of Care Regularly attend all meetings of the Board  Directors can only act as a group (the Board)  Board benefits from individual and collegial insights and group discussion  D.C. law and BRIDGES’ Bylaws (8.5) permit participation by electronic means, so long as everyone can hear and participate  D.C. law and BRIDGES’ Bylaws (8.6) also permit Board action by unanimous written consent, without a live Board meetingProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 35
  36. 36. 4.1 Duty of Care Each Director is obligated to:  Obtain all information needed to participate in informed way with regard to every matter requiring Board action  May rely upon information received from the following sources if the director reasonably believes the source to be reliable and competent  Officers and employees of the corporation  Professionals and experts – lawyers, accountants, etc.  Committees of the Board  BRIDGES’ members and their pastors  Review and understand all documents submitted to Board  Request additional information whenever necessaryProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 36
  37. 37. 4.1 Duty of Care Each Director is obligated to:  Exercise independent judgment on all corporate decisions – no rubber stamps  Director can be liable even if he remains silent in the face of improper Board action  To avoid liability, Director must actively dissent on the record  Responsibly exercise delegation  Board manages the corporation, but does NOT manage day-to-day operations  Board sets policies  Day-to-day operation is function of management (officers, employees, agents)Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 37
  38. 38. 4.1 Duty of Care  Responsibly exercise DELEGATION.  Board can delegate its duties to committees of the Board  Can delegate actual Board authority IF committee composed only of current Board members.  “The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it or him by law.”  DC Code §29-301.22Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 38
  39. 39. 4.2 Duty of Loyalty  Duty of Loyalty requires that BRIDGES’ directors at all times act in BRIDGES’ best interests and not for their own personal interests  Three aspects to the Duty of Loyalty:  Corporate Opportunity  Confidentiality  Conflicts of InterestProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 39
  40. 40. 4.2 Duty of Loyalty “Corporate Opportunity” - when a director knows that he or she can participate in a transaction that would plausibly fall within BRIDGES’ present or future activities  What should the director do?  Affirmatively present the opportunity to Board,  BEFORE participating in the transaction,  and let the Board determine that it wishes to abstain from the opportunity (i.e., ROFR)  Always document this fully (e.g., in the minutes of the Board meeting)  showing the conflicted Director was recused from final discussion and voting.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 40
  41. 41. 4.2 Duty of Loyalty  Director should treat as confidential all BRIDGES- related matters unless  There has been general public disclosure; or  The information is a matter of public record or common knowledge  Directors are not ex officio spokesmen for BRIDGES  Disclosure of matters risks waiving applicable privileges (e.g. attorney-client privilege)Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 41
  42. 42. 5. Governing Interested Party TransactionsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 42
  43. 43. 5. Governing Interested Party Transactions  Conflicts of interest arise whenever a Director (or senior manager with decision-making influence) has a real or apparent personal interest in a proposed organizational transaction  Conflicts of interest transactions must be properly handled to avoid self-dealing  Self-dealing arises whenever the personal interest or the interest of a family member, friend, or other organization in which a Director is involved takes precedence over BRIDGES’ best interestsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 43
  44. 44. 5. Governing Interested Party Transactions  To avoid prohibited conflicts of interest, the Board should adopt and consistently follow a conflicts of interest policy  A good conflicts of interest policy takes into account restrictions on private benefit / private inurement, and IRS regulations on “Intermediate Sanctions” for excess benefit transactionsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 44
  45. 45. 5. Governing Interested Party Transactions  Private benefit:  benefit to private person or entity,  unrelated to exempt purposes, and  not resulting in substantially equivalent benefit to organization  Private inurement:  private benefit  to an insider (an individual who has significant influence over the organization) or to a person or entity closely related to an insider  receives benefits greater than she or he provides in returnProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 45
  46. 46. 5. Governing Interested Party Transactions  “Intermediate Sanctions”  the IRS can impose a penalty “excise tax”  on an “excess benefit transaction”  Involving a “disqualified person”  Sanctions can apply to both:  The disqualified person, and  The managers (including directors) who approve the “excess benefit transaction”Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 46
  47. 47. 5. Governing Interested Party Transactions Questions to ask to avoid conflict of interest:  Was there full disclosure to the rest of the Board?  Was there unbiased decision-making by the Board?  Was the transaction fair to the organization overall?  Even though the transaction involves an apparent conflict of interest, when all the facts are known, is there a demonstrable absence of self-dealing?  Was personal appropriation of all corporate opportunities avoided?  Was any interested director properly insulated from final discussion and voting?Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 47
  48. 48. 5. Governing Interested Party Transactions  IRS recognizes rebuttable presumption that transaction is reasonable if:  approved by governing body composed entirely of persons without conflict of interest (recuse interested directors from final discussion and voting);  Board relies on appropriate comparability data for determining reasonable compensation or other FMV of benefit received or provided  basis for approval, and comparability data, were contemporaneously documented by BoardProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 48
  49. 49. 6. Evaluation of Compliance and Risk ManagementProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 49
  50. 50. Sarbanes Oxley (SOX) 1. Have a written document retention and periodic destruction policy 2. Develop and adopt whistle-blower policy. 3.Establish a conflict of interest policy 4.Independent and competent audit committee (or at least an annual audit) 5.CEO and CFO should sign off on all financial statements including Form 990 6.Disclose financial statements (Form 990)Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 50
  51. 51. 6. Evaluation of Compliance and Risk Management Charitable Solicitation  In most states, nonprofits must register to solicit charitable contributions  Religious organizations are exempt from D.C. registration requirements, but such exemption must be claimed and affirmatively granted through the Dep’t of Consumer and Regulatory Affairs  Religious organizations are also exempt from Maryland registration requirements, but must submit evidence of entitlement to the exemption to the Maryland Secretary of StateProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 51
  52. 52. 6. Evaluation of Compliance and Risk Management No substantial lobbying is allowed  “Lobbying”: advocacy of passage or defeat of particular legislation  Insubstantial lobbying is acceptableProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 52
  53. 53. 6. Evaluation of Compliance and Risk Management No political campaign activity allowed  “Political campaign activity”: advocacy of election or defeat of a candidate for public office  This is an ABSOLUTE prohibition  Can lose exempt status for violationProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 53
  54. 54. 6. Evaluation of Compliance and Risk Management Intellectual Property  Conduct searches of names before adopting  Consider federal trademark registration of key names, logos  Do not allow 3rd parties to use names, logos, w/o license  Have contracts to own IP in works created by independent contractors  Include clause protecting proprietary information in all contractsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 54
  55. 55. 6. Evaluation of Compliance and Risk Management Financial audits  Establish audit committee to engage outside auditor  Use RFP process every 3 to 5 years  After audit is completed, conduct comprehensive exit interview with auditor(s)Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 55
  56. 56. 6. Evaluation of Compliance and Risk Management Legal Audits The Gammon & Grange Legal Audit Questionnaire™ ("LAQ") enables a nonprofit organization to take a significant, self- directed step in assessing its legal health. Diagnoses the organization’s legal strengths and weaknesses and developing a plan for improving legal compliance and risk management  An ounce of legal checkup is worth a pound of litigation “cure”.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 56
  57. 57. 7. Staff/Board Roles and RelationshipsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 57
  58. 58. Staff/Board Roles and Relationships  Project BRIDGES’ structure:  Governed by Board of Directors  Managed by officers  Founder & Co-Founder: vision-casting, representing BRIDGES to its constituencies and communities  Board Chair: presides over meetings of Board  President: manages BRIDGES’ day-to-day activities  Secretary: keeps Board meeting minutes, corporate books & records  Treasurer: oversees all financial activity  Supported by members (mostly churches; members have no governing voice or vote)Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 58
  59. 59. Staff/Board Roles and Relationships Boundaries:  Board: decides the ENDS (i.e., goals and objectives)  Exec. Dir. and Staff: decide the MEANS Board should provide clear parameters on the means  the E.D. and staff may use to achieve the Boards ends  Within those policy parameters, give the E.D. the discretion to use his creativity and professional skills to achieve the Board’s ends  Board chair and Executive Director share leadership of the organization – Chair in setting longer term goals, E.D. in running operationsProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 59
  60. 60. Staff/Board Roles and Relationships Know When to Delegate  Create an Executive Committee & determine in advance (bylaws, etc.) what the EC can decide between board meetings.  Develop effective committees  Which committees are necessary or helpful?  Who can serve?  Who should chair?  Who appoints or elects members?  What is the committee’s role?  Who staffs the committee?  Create an advisory group with ensured term limits for volunteersProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 60
  61. 61. Staff/Board Roles and Relationships Evaluation of Board Member Performance  Engage in annual self-evaluation through key questions submitted by Board anonymously  Engage in periodic peer evaluation: Board members evaluating Board members, or Board development committee  Engage in accountability by inviting staff members to assess whether Board members are in touch with the reality of nonprofit’s challenges  Submit to professional evaluation and advice of board development committeeProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 61
  62. 62. Staff/Board Roles and Relationships Evaluation of Board Member Performance  Board members performance issues to evaluate:  Attendance  Preparation  Constructiveness of contributions  Loyalty  Record as donor  Fundraising assistance  Representation before publicProject Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 62
  63. 63. Leadership  “Leadership is not about titles, positions or flowcharts. It is about one life influencing another.” ― John C. Maxwell  “the Son of Man did not come to be served, but to serve . . .” - Matthew 20:28Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 63
  64. 64. Kenneth Liu Gammon & Grange, P.C. 8280 Greensboro Dr., 7th F McLean, VA 22102 703-761-5000 kel@gg-law.com www.gg-law.com © 2011 Gammon & Grange, P.C. The content in this presentation is provided for general informational purposes only and does not constitute legal advice. This presentation may be freely distributed in full without modification.Project Bridges Board Presentation • © Gammon & Grange, P.C. 2011 www.gg-law.com 703-761-5000 • Sept. 19, 2011 • Slide 64

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