Successfully reported this slideshow.
We use your LinkedIn profile and activity data to personalize ads and to show you more relevant ads. You can change your ad preferences anytime.

Nonprofit Governance

492 views

Published on

A presentation I did not too long ago on nonprofit governance.

  • Be the first to comment

  • Be the first to like this

Nonprofit Governance

  1. 1. Non-profit Governance What It Is and What Is Expected Erin McClarty
  2. 2. Roadmap What is it?  Who is interested?  Why does it matter?  Who is responsible for it?  What is expected?  What does it look like or encompass?  Who is looking out for it?
  3. 3. What Is It?  Used really broadly  Concepts, practices, procedures, expectations, traditions.  How authority, oversight and responsibility for decisions and operational acts are allocated  Practical Tips:  Governance cannot be a template.  Organizations must consider their story, origins, decision – making, responsibilities, allocation and influences.
  4. 4. Roadmap  What is it? Who is interested?  Why does it matter?  Who is responsible for it?  What is expected?  What does it look like or encompass?  Who is looking out for it?
  5. 5. Who Is Interested?  Donors  Watchdog Agencies  State and Federal Government  Heavy powers  Reciprocity  Grant-makers
  6. 6. Roadmap  What is it?  Who is interested? Why does it matter?  Who is responsible for it?  What is expected?  What does it look like or encompass?  Who is looking out for it?
  7. 7. Why Does It Matter?  Nonprofits are a business, governance is a major issue with businesses  Perception  Becoming the Gold Standard  Compliance
  8. 8. Roadmap  What is it?  Who is interested?  Why does it matter? Who is responsible for it?  What is expected?  What does it look like or encompass?  Who is looking out for it?
  9. 9. Who Is Responsible For It?  Executive Director  Staff  Board  Interesting enough, most watchdog groups and the IRS attribute the most responsibility for governance to the Board.
  10. 10. Roadmap  What is it?  Who is interested?  Why does it matter?  Who is responsible for it? What is expected?  What does it look like or encompass?  Who is looking out for it?
  11. 11. What Is Expected?  Organization  Mission Statement  Implementation and Review  Transparency and honest engagement in solicitiations
  12. 12. What Is Expected?  Board  Disinterested board  Create ethics and compliance culture  Fiduciary Duties  Oversight of financial health, programming meets mission and governance updated
  13. 13. What Is Expected?  If not followed Board members can face personal responsibility in form of:  Fines and imprisonment where the board fails to keep accurate books and records for three years and provide for inspection (Class B Misdemeanor)  Organization’s debts, liabilities and obligations unless a third party is misled into believing they are personally responsible.  Organization’s losses where a board member has not acted in good faith, ordinary care and in the best interests of the org. [Tex. Bus. Orgs. Code Se. 22.221]  Value of debt, obligations and liabilities not paid due to assets improperly distributed by board members
  14. 14. What Is Expected?  Organization can suffer where basic expectations are met  Felony by a high managerial agent or felonious conduct could result in termination of the org. [Tex. Bus. Orgs. Code Sec. 11.301]  As well as other Board Members  Darocy v. Abiltrup address when someone aids another in breaching their fiduciary duty  Aiding another Board Member that is breaching their duty can result in loosing protection under Sect. 22.221 of the Business Org. Code
  15. 15. What Is Expected?  Practice tips:  The best way to protect board members against liability is….  Preparation  Ask questions and dissent when necessary  Utilize expertise  Defenses  Reliance on professional advice [Tex. Bus. Orgs. Code Sec. 22.226 and 22.228]  Texas Charitable Immunity law [CPRC Sec. 84.001]  Indemnities [Tex. Bus. Orgs Code Sec. 8.101]
  16. 16. Roadmap  What is it?  Who is interested?  Why does it matter?  Who is responsible for it?  What is expected? What does it look like or encompass?  Who is looking out for it?
  17. 17. What Does It Look Like?  Policies  Processes  Documents  Structures  Culture
  18. 18. Policies  More familiar policies  Conflicts of Interest  Whistle-blower  Document Retention and Destruction  Less familiar  Investment  Fundraising/Gift Acceptance  Joint Venture  Expense Reimbursement  Board/Donor Confidentiality
  19. 19. Processes  Executive and Board Reviews  Compensation  Using comparability data  Board Meetings  Executive Sessions  Financial Reporting  Budgets and Audits  Spending controls  Regulatory report  Some states require updates or reports to be filed.
  20. 20. Documents  Formation documents  Sets the basic organization structure; covers the basics like name, purpose, members  Written mission statement  Bylaws  Rules of operation; more specific and detailed than the formation documents. Covers basics others like meetings, officers and committees.  Must avoid inconsistency between the two.
  21. 21. Documents  Minutes
  22. 22. Structures  Board  Governing Board  Size  Composition  Terms  Officers (Ex officio & Emeritus)  Performance  Committees  Honorary and Advisory Boards
  23. 23. Structures  Practice tips:  Create terms but allow members to reapply.
  24. 24. Roadmap  What is it?  Who is interested?  Why does it matter?  Who is responsible for it?  What is expected?  What does it look like or encompass? Who is looking out for it?
  25. 25. Who Is Looking Out For It?
  26. 26. Takeaways  Can’t template  Balance with the organization’s resources
  27. 27. Resources

×