SlideShare a Scribd company logo
1 of 27
Non-profit Governance
What It Is and What Is Expected
Erin McClarty
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?
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.
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?
Who Is Interested?
 Donors
 Watchdog Agencies
 State and Federal Government
 Heavy powers
 Reciprocity
 Grant-makers
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?
Why Does It Matter?
 Nonprofits are a business, governance is a major issue
with businesses
 Perception
 Becoming the Gold Standard
 Compliance
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?
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.
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?
What Is Expected?
 Organization
 Mission Statement
 Implementation and Review
 Transparency and honest engagement in solicitiations
What Is Expected?
 Board
 Disinterested board
 Create ethics and compliance culture
 Fiduciary Duties
 Oversight of financial health, programming meets mission
and governance updated
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
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
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]
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?
What Does It Look Like?
 Policies
 Processes
 Documents
 Structures
 Culture
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
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.
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.
Documents
 Minutes
Structures
 Board
 Governing Board
 Size
 Composition
 Terms
 Officers (Ex officio & Emeritus)
 Performance
 Committees
 Honorary and Advisory Boards
Structures
 Practice tips:
 Create terms but allow members to reapply.
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?
Who Is Looking Out For It?
Takeaways
 Can’t template
 Balance with the organization’s resources
Resources

More Related Content

What's hot

Instruments for improvement of Accountability and Governance in NGOs
Instruments for improvement of Accountability and Governance in NGOsInstruments for improvement of Accountability and Governance in NGOs
Instruments for improvement of Accountability and Governance in NGOsHumaneasy Consulting
 
Managing a NonProfit Board of Directors
Managing a NonProfit Board of DirectorsManaging a NonProfit Board of Directors
Managing a NonProfit Board of DirectorsMichael Burcham
 
Board of Directors Best Practices
Board of Directors Best PracticesBoard of Directors Best Practices
Board of Directors Best PracticesRachel Weber
 
Practical Issues of NGO Governance - Ivan YIU's Presentation in HKICS
Practical Issues of NGO Governance - Ivan YIU's Presentation in HKICS   Practical Issues of NGO Governance - Ivan YIU's Presentation in HKICS
Practical Issues of NGO Governance - Ivan YIU's Presentation in HKICS IVANYIU3
 
Essential Board Governance
Essential Board GovernanceEssential Board Governance
Essential Board GovernanceDonnaChilds
 
Nonprofit Board of Directors Best Practices
Nonprofit Board of Directors Best Practices Nonprofit Board of Directors Best Practices
Nonprofit Board of Directors Best Practices Grace Dunlap
 
Stakeholder Engagement: A Good Governance Guide
Stakeholder Engagement: A Good Governance GuideStakeholder Engagement: A Good Governance Guide
Stakeholder Engagement: A Good Governance GuideTurlough Guerin GAICD FGIA
 
Policy governance reviewed
Policy governance reviewedPolicy governance reviewed
Policy governance reviewedSuzanne Benoit
 
The role of a board of directors
The role of a board of directorsThe role of a board of directors
The role of a board of directorsSonja Onthank
 
Chp 4 ob-leadership and power
Chp 4 ob-leadership and powerChp 4 ob-leadership and power
Chp 4 ob-leadership and powerAmit D Thakkar
 
A New Look At Executive And Trustee Leadership
A New Look At Executive And Trustee LeadershipA New Look At Executive And Trustee Leadership
A New Look At Executive And Trustee Leadershipmichaeleguillot
 
NAATP - Social Media Ethics & Boundaries
NAATP - Social Media Ethics & BoundariesNAATP - Social Media Ethics & Boundaries
NAATP - Social Media Ethics & BoundariesAlpha 180
 
Good NGO Governance
Good NGO GovernanceGood NGO Governance
Good NGO GovernanceFnf Manila
 

What's hot (20)

Instruments for improvement of Accountability and Governance in NGOs
Instruments for improvement of Accountability and Governance in NGOsInstruments for improvement of Accountability and Governance in NGOs
Instruments for improvement of Accountability and Governance in NGOs
 
Managing a NonProfit Board of Directors
Managing a NonProfit Board of DirectorsManaging a NonProfit Board of Directors
Managing a NonProfit Board of Directors
 
Board of Directors Best Practices
Board of Directors Best PracticesBoard of Directors Best Practices
Board of Directors Best Practices
 
Practical Issues of NGO Governance - Ivan YIU's Presentation in HKICS
Practical Issues of NGO Governance - Ivan YIU's Presentation in HKICS   Practical Issues of NGO Governance - Ivan YIU's Presentation in HKICS
Practical Issues of NGO Governance - Ivan YIU's Presentation in HKICS
 
Essential Board Governance
Essential Board GovernanceEssential Board Governance
Essential Board Governance
 
Nonprofit Board of Directors Best Practices
Nonprofit Board of Directors Best Practices Nonprofit Board of Directors Best Practices
Nonprofit Board of Directors Best Practices
 
Governance
GovernanceGovernance
Governance
 
Stakeholder Engagement: A Good Governance Guide
Stakeholder Engagement: A Good Governance GuideStakeholder Engagement: A Good Governance Guide
Stakeholder Engagement: A Good Governance Guide
 
Policy governance reviewed
Policy governance reviewedPolicy governance reviewed
Policy governance reviewed
 
Governance and-operations
Governance and-operationsGovernance and-operations
Governance and-operations
 
Nonprofit administration
Nonprofit administrationNonprofit administration
Nonprofit administration
 
The role of a board of directors
The role of a board of directorsThe role of a board of directors
The role of a board of directors
 
Policy Governance Sl
Policy Governance SlPolicy Governance Sl
Policy Governance Sl
 
Governance Of Microfinance Institutions
Governance Of Microfinance InstitutionsGovernance Of Microfinance Institutions
Governance Of Microfinance Institutions
 
Chp 4 ob-leadership and power
Chp 4 ob-leadership and powerChp 4 ob-leadership and power
Chp 4 ob-leadership and power
 
Policy governance
Policy governancePolicy governance
Policy governance
 
A New Look At Executive And Trustee Leadership
A New Look At Executive And Trustee LeadershipA New Look At Executive And Trustee Leadership
A New Look At Executive And Trustee Leadership
 
NAATP - Social Media Ethics & Boundaries
NAATP - Social Media Ethics & BoundariesNAATP - Social Media Ethics & Boundaries
NAATP - Social Media Ethics & Boundaries
 
Haas alumni dynamic nonprofit boards apr30 2011
Haas alumni dynamic nonprofit boards apr30 2011Haas alumni dynamic nonprofit boards apr30 2011
Haas alumni dynamic nonprofit boards apr30 2011
 
Good NGO Governance
Good NGO GovernanceGood NGO Governance
Good NGO Governance
 

Viewers also liked

Board Training for Nonprofits
Board Training for NonprofitsBoard Training for Nonprofits
Board Training for NonprofitsATLChris
 
Strategic Planning in Uncertain Times
Strategic Planning in Uncertain TimesStrategic Planning in Uncertain Times
Strategic Planning in Uncertain TimesATLChris
 
Compliance And Governance For Not For Profit Board Members
Compliance And Governance For Not For Profit Board MembersCompliance And Governance For Not For Profit Board Members
Compliance And Governance For Not For Profit Board Membersj3adams
 
Research and Planning
Research and PlanningResearch and Planning
Research and Planningguestae5007f
 
General presentation of the LiquidPub project
General presentation of the LiquidPub projectGeneral presentation of the LiquidPub project
General presentation of the LiquidPub projectAliaksandr Birukou
 
2010 Smalll Business Presentation for HAUL
2010 Smalll Business Presentation for HAUL2010 Smalll Business Presentation for HAUL
2010 Smalll Business Presentation for HAULErin McClarty
 
Appcelerator Titanium App Development
Appcelerator Titanium App DevelopmentAppcelerator Titanium App Development
Appcelerator Titanium App DevelopmentAnubavam
 
Multimedia in the_classroom
Multimedia in the_classroomMultimedia in the_classroom
Multimedia in the_classroomTracy Shaw
 
Departmental Seminar: Innovation
Departmental Seminar: InnovationDepartmental Seminar: Innovation
Departmental Seminar: InnovationIan White
 
Medieval Heresies
Medieval HeresiesMedieval Heresies
Medieval Heresiesgueste9d34f
 
Building Online Learning Environments
Building Online Learning EnvironmentsBuilding Online Learning Environments
Building Online Learning EnvironmentsTracy Shaw
 
Right Direction Services Offered 28 Feb 10
Right Direction Services Offered 28 Feb 10Right Direction Services Offered 28 Feb 10
Right Direction Services Offered 28 Feb 10Constandinou
 
Fotografia Panaderiay Pasteleria
Fotografia Panaderiay PasteleriaFotografia Panaderiay Pasteleria
Fotografia Panaderiay PasteleriaTaliana2009
 
College chapter 1 3
College chapter 1 3College chapter 1 3
College chapter 1 3gmaidekamido
 
Kotu2009 juha kreus kriisiviestintä 91009
Kotu2009 juha kreus kriisiviestintä 91009Kotu2009 juha kreus kriisiviestintä 91009
Kotu2009 juha kreus kriisiviestintä 91009Juha Kreus
 
LiquidPub: Services at Service of Science
LiquidPub: Services at Service of ScienceLiquidPub: Services at Service of Science
LiquidPub: Services at Service of ScienceAliaksandr Birukou
 

Viewers also liked (20)

Board Training for Nonprofits
Board Training for NonprofitsBoard Training for Nonprofits
Board Training for Nonprofits
 
Strategic Planning in Uncertain Times
Strategic Planning in Uncertain TimesStrategic Planning in Uncertain Times
Strategic Planning in Uncertain Times
 
Compliance And Governance For Not For Profit Board Members
Compliance And Governance For Not For Profit Board MembersCompliance And Governance For Not For Profit Board Members
Compliance And Governance For Not For Profit Board Members
 
Overview
OverviewOverview
Overview
 
Research and Planning
Research and PlanningResearch and Planning
Research and Planning
 
Chapter 2 3
Chapter 2 3Chapter 2 3
Chapter 2 3
 
12
1212
12
 
General presentation of the LiquidPub project
General presentation of the LiquidPub projectGeneral presentation of the LiquidPub project
General presentation of the LiquidPub project
 
2010 Smalll Business Presentation for HAUL
2010 Smalll Business Presentation for HAUL2010 Smalll Business Presentation for HAUL
2010 Smalll Business Presentation for HAUL
 
Appcelerator Titanium App Development
Appcelerator Titanium App DevelopmentAppcelerator Titanium App Development
Appcelerator Titanium App Development
 
Multimedia in the_classroom
Multimedia in the_classroomMultimedia in the_classroom
Multimedia in the_classroom
 
Departmental Seminar: Innovation
Departmental Seminar: InnovationDepartmental Seminar: Innovation
Departmental Seminar: Innovation
 
Medieval Heresies
Medieval HeresiesMedieval Heresies
Medieval Heresies
 
Building Online Learning Environments
Building Online Learning EnvironmentsBuilding Online Learning Environments
Building Online Learning Environments
 
Day 2
Day 2Day 2
Day 2
 
Right Direction Services Offered 28 Feb 10
Right Direction Services Offered 28 Feb 10Right Direction Services Offered 28 Feb 10
Right Direction Services Offered 28 Feb 10
 
Fotografia Panaderiay Pasteleria
Fotografia Panaderiay PasteleriaFotografia Panaderiay Pasteleria
Fotografia Panaderiay Pasteleria
 
College chapter 1 3
College chapter 1 3College chapter 1 3
College chapter 1 3
 
Kotu2009 juha kreus kriisiviestintä 91009
Kotu2009 juha kreus kriisiviestintä 91009Kotu2009 juha kreus kriisiviestintä 91009
Kotu2009 juha kreus kriisiviestintä 91009
 
LiquidPub: Services at Service of Science
LiquidPub: Services at Service of ScienceLiquidPub: Services at Service of Science
LiquidPub: Services at Service of Science
 

Similar to Nonprofit Governance

NYMACC 2011 Roles and Responsibilities for Your Arts Organization Board
NYMACC 2011 Roles and Responsibilities for Your Arts Organization BoardNYMACC 2011 Roles and Responsibilities for Your Arts Organization Board
NYMACC 2011 Roles and Responsibilities for Your Arts Organization BoardAndrew Marietta
 
Cerini & Associates | Compliance Information And Risk
Cerini & Associates | Compliance Information And RiskCerini & Associates | Compliance Information And Risk
Cerini & Associates | Compliance Information And RiskConrad
 
Advanced Board Development
Advanced Board DevelopmentAdvanced Board Development
Advanced Board DevelopmentFacetoFace
 
Business Ethics and Corporate Governance
Business Ethics and Corporate GovernanceBusiness Ethics and Corporate Governance
Business Ethics and Corporate GovernanceJyothiGuntur
 
Welcome to our board member
Welcome to our board memberWelcome to our board member
Welcome to our board membergirlsrising
 
presentation_corporate_governance_1487095227_104358.pptx
presentation_corporate_governance_1487095227_104358.pptxpresentation_corporate_governance_1487095227_104358.pptx
presentation_corporate_governance_1487095227_104358.pptxkhushichauhan461468
 
Fiduciary Responsibility for Board Members
Fiduciary Responsibility for Board MembersFiduciary Responsibility for Board Members
Fiduciary Responsibility for Board MembersMSCSA
 
Navigating the Future
Navigating the FutureNavigating the Future
Navigating the FutureOnBoard
 
Code-of-Conduct-Sample-Presentation.pptx
Code-of-Conduct-Sample-Presentation.pptxCode-of-Conduct-Sample-Presentation.pptx
Code-of-Conduct-Sample-Presentation.pptxShafiqulIslam721528
 
Legal Responsibilities of Board Members
Legal Responsibilities of Board MembersLegal Responsibilities of Board Members
Legal Responsibilities of Board MembersBill Taylor
 
Part 1 Policy Formulation for CDA R11ptx
Part 1 Policy Formulation for CDA R11ptxPart 1 Policy Formulation for CDA R11ptx
Part 1 Policy Formulation for CDA R11ptxjo bitonio
 
Ethics And Sarbanes Oxley 2009 Gary Wheeler
Ethics And Sarbanes Oxley 2009 Gary WheelerEthics And Sarbanes Oxley 2009 Gary Wheeler
Ethics And Sarbanes Oxley 2009 Gary Wheelerguest8ebe546
 
The Significance of Effective Corporate Governance for Businesses in Papua Ne...
The Significance of Effective Corporate Governance for Businesses in Papua Ne...The Significance of Effective Corporate Governance for Businesses in Papua Ne...
The Significance of Effective Corporate Governance for Businesses in Papua Ne...Stanley Valliath Thomas
 
Start-Ups Growth and Governance Management System
Start-Ups Growth and Governance Management SystemStart-Ups Growth and Governance Management System
Start-Ups Growth and Governance Management SystemVishnuvarthanan Moorthy
 
New Rules in 2011 for Financial Literacy and For Fiduciary Liability
New Rules in 2011 for Financial Literacy and For Fiduciary LiabilityNew Rules in 2011 for Financial Literacy and For Fiduciary Liability
New Rules in 2011 for Financial Literacy and For Fiduciary LiabilityKaufman & Canoles
 
Running head business governance in an industry1 business gov
Running head business governance in an industry1 business govRunning head business governance in an industry1 business gov
Running head business governance in an industry1 business govDIPESH30
 
Directors duties presentation
Directors duties presentationDirectors duties presentation
Directors duties presentationMaytree
 

Similar to Nonprofit Governance (20)

NYMACC 2011 Roles and Responsibilities for Your Arts Organization Board
NYMACC 2011 Roles and Responsibilities for Your Arts Organization BoardNYMACC 2011 Roles and Responsibilities for Your Arts Organization Board
NYMACC 2011 Roles and Responsibilities for Your Arts Organization Board
 
Cerini & Associates | Compliance Information And Risk
Cerini & Associates | Compliance Information And RiskCerini & Associates | Compliance Information And Risk
Cerini & Associates | Compliance Information And Risk
 
Advanced Board Development
Advanced Board DevelopmentAdvanced Board Development
Advanced Board Development
 
Business Ethics and Corporate Governance
Business Ethics and Corporate GovernanceBusiness Ethics and Corporate Governance
Business Ethics and Corporate Governance
 
Welcome to our board member
Welcome to our board memberWelcome to our board member
Welcome to our board member
 
presentation_corporate_governance_1487095227_104358.pptx
presentation_corporate_governance_1487095227_104358.pptxpresentation_corporate_governance_1487095227_104358.pptx
presentation_corporate_governance_1487095227_104358.pptx
 
Nycon dec gov training
Nycon dec gov trainingNycon dec gov training
Nycon dec gov training
 
Fiduciary Responsibility for Board Members
Fiduciary Responsibility for Board MembersFiduciary Responsibility for Board Members
Fiduciary Responsibility for Board Members
 
Navigating the Future
Navigating the FutureNavigating the Future
Navigating the Future
 
Code-of-Conduct-Sample-Presentation.pptx
Code-of-Conduct-Sample-Presentation.pptxCode-of-Conduct-Sample-Presentation.pptx
Code-of-Conduct-Sample-Presentation.pptx
 
Legal Responsibilities of Board Members
Legal Responsibilities of Board MembersLegal Responsibilities of Board Members
Legal Responsibilities of Board Members
 
Icab lectures chapter 12, Business and Finance, ICAB
Icab lectures chapter 12, Business and Finance, ICABIcab lectures chapter 12, Business and Finance, ICAB
Icab lectures chapter 12, Business and Finance, ICAB
 
Part 1 Policy Formulation for CDA R11ptx
Part 1 Policy Formulation for CDA R11ptxPart 1 Policy Formulation for CDA R11ptx
Part 1 Policy Formulation for CDA R11ptx
 
Ethics And Sarbanes Oxley 2009 Gary Wheeler
Ethics And Sarbanes Oxley 2009 Gary WheelerEthics And Sarbanes Oxley 2009 Gary Wheeler
Ethics And Sarbanes Oxley 2009 Gary Wheeler
 
The Significance of Effective Corporate Governance for Businesses in Papua Ne...
The Significance of Effective Corporate Governance for Businesses in Papua Ne...The Significance of Effective Corporate Governance for Businesses in Papua Ne...
The Significance of Effective Corporate Governance for Businesses in Papua Ne...
 
Start-Ups Growth and Governance Management System
Start-Ups Growth and Governance Management SystemStart-Ups Growth and Governance Management System
Start-Ups Growth and Governance Management System
 
New Rules in 2011 for Financial Literacy and For Fiduciary Liability
New Rules in 2011 for Financial Literacy and For Fiduciary LiabilityNew Rules in 2011 for Financial Literacy and For Fiduciary Liability
New Rules in 2011 for Financial Literacy and For Fiduciary Liability
 
Running head business governance in an industry1 business gov
Running head business governance in an industry1 business govRunning head business governance in an industry1 business gov
Running head business governance in an industry1 business gov
 
Directors duties presentation
Directors duties presentationDirectors duties presentation
Directors duties presentation
 
Business Ethics
Business EthicsBusiness Ethics
Business Ethics
 

More from Erin McClarty

How To Do Meaningful Work And Leave A Legacy
How To Do Meaningful Work And Leave A LegacyHow To Do Meaningful Work And Leave A Legacy
How To Do Meaningful Work And Leave A LegacyErin McClarty
 
Hacking Good: Social Entrepreneurialism in Everyday Business
Hacking Good: Social Entrepreneurialism in Everyday BusinessHacking Good: Social Entrepreneurialism in Everyday Business
Hacking Good: Social Entrepreneurialism in Everyday BusinessErin McClarty
 
Doing Good With (Through) Business
Doing Good With (Through) BusinessDoing Good With (Through) Business
Doing Good With (Through) BusinessErin McClarty
 
Startup Series #1: What To Do During Formation
Startup Series #1: What To Do During FormationStartup Series #1: What To Do During Formation
Startup Series #1: What To Do During FormationErin McClarty
 
Five Contracts Every Non-profit Should Know About
Five Contracts Every Non-profit Should Know AboutFive Contracts Every Non-profit Should Know About
Five Contracts Every Non-profit Should Know AboutErin McClarty
 
2011 Small Business Presentation for HAUL
2011 Small Business Presentation for HAUL2011 Small Business Presentation for HAUL
2011 Small Business Presentation for HAULErin McClarty
 
10 Things A Non-profit Should Include In Its Contracts
10 Things A Non-profit Should Include In Its Contracts10 Things A Non-profit Should Include In Its Contracts
10 Things A Non-profit Should Include In Its ContractsErin McClarty
 
Economic presentation
Economic presentationEconomic presentation
Economic presentationErin McClarty
 

More from Erin McClarty (8)

How To Do Meaningful Work And Leave A Legacy
How To Do Meaningful Work And Leave A LegacyHow To Do Meaningful Work And Leave A Legacy
How To Do Meaningful Work And Leave A Legacy
 
Hacking Good: Social Entrepreneurialism in Everyday Business
Hacking Good: Social Entrepreneurialism in Everyday BusinessHacking Good: Social Entrepreneurialism in Everyday Business
Hacking Good: Social Entrepreneurialism in Everyday Business
 
Doing Good With (Through) Business
Doing Good With (Through) BusinessDoing Good With (Through) Business
Doing Good With (Through) Business
 
Startup Series #1: What To Do During Formation
Startup Series #1: What To Do During FormationStartup Series #1: What To Do During Formation
Startup Series #1: What To Do During Formation
 
Five Contracts Every Non-profit Should Know About
Five Contracts Every Non-profit Should Know AboutFive Contracts Every Non-profit Should Know About
Five Contracts Every Non-profit Should Know About
 
2011 Small Business Presentation for HAUL
2011 Small Business Presentation for HAUL2011 Small Business Presentation for HAUL
2011 Small Business Presentation for HAUL
 
10 Things A Non-profit Should Include In Its Contracts
10 Things A Non-profit Should Include In Its Contracts10 Things A Non-profit Should Include In Its Contracts
10 Things A Non-profit Should Include In Its Contracts
 
Economic presentation
Economic presentationEconomic presentation
Economic presentation
 

Recently uploaded

办理约克大学毕业证成绩单|购买加拿大文凭证书
办理约克大学毕业证成绩单|购买加拿大文凭证书办理约克大学毕业证成绩单|购买加拿大文凭证书
办理约克大学毕业证成绩单|购买加拿大文凭证书zdzoqco
 
Digital Transformation of the Heritage Sector and its Practical Implications
Digital Transformation of the Heritage Sector and its Practical ImplicationsDigital Transformation of the Heritage Sector and its Practical Implications
Digital Transformation of the Heritage Sector and its Practical ImplicationsBeat Estermann
 
2023 Ecological Profile of Ilocos Norte.pdf
2023 Ecological Profile of Ilocos Norte.pdf2023 Ecological Profile of Ilocos Norte.pdf
2023 Ecological Profile of Ilocos Norte.pdfilocosnortegovph
 
NO1 Certified Best vashikaran specialist in UK USA UAE London Dubai Canada Am...
NO1 Certified Best vashikaran specialist in UK USA UAE London Dubai Canada Am...NO1 Certified Best vashikaran specialist in UK USA UAE London Dubai Canada Am...
NO1 Certified Best vashikaran specialist in UK USA UAE London Dubai Canada Am...Amil Baba Dawood bangali
 
PEO AVRIL POUR LA COMMUNE D'ORGERUS INFO
PEO AVRIL POUR LA COMMUNE D'ORGERUS INFOPEO AVRIL POUR LA COMMUNE D'ORGERUS INFO
PEO AVRIL POUR LA COMMUNE D'ORGERUS INFOMAIRIEORGERUS
 
Canadian Immigration Tracker - Key Slides - February 2024.pdf
Canadian Immigration Tracker - Key Slides - February 2024.pdfCanadian Immigration Tracker - Key Slides - February 2024.pdf
Canadian Immigration Tracker - Key Slides - February 2024.pdfAndrew Griffith
 
Professional Conduct and ethics lecture.pptx
Professional Conduct and ethics lecture.pptxProfessional Conduct and ethics lecture.pptx
Professional Conduct and ethics lecture.pptxjennysansano2
 
Angels_EDProgrammes & Services 2024.pptx
Angels_EDProgrammes & Services 2024.pptxAngels_EDProgrammes & Services 2024.pptx
Angels_EDProgrammes & Services 2024.pptxLizelle Coombs
 
2024: The FAR, Federal Acquisition Regulations - Part 24
2024: The FAR, Federal Acquisition Regulations - Part 242024: The FAR, Federal Acquisition Regulations - Part 24
2024: The FAR, Federal Acquisition Regulations - Part 24JSchaus & Associates
 
Press Freedom in Europe - Time to turn the tide.
Press Freedom in Europe - Time to turn the tide.Press Freedom in Europe - Time to turn the tide.
Press Freedom in Europe - Time to turn the tide.Christina Parmionova
 
Uk-NO1 Black magic Specialist Expert in Uk Usa Uae London Canada England Amer...
Uk-NO1 Black magic Specialist Expert in Uk Usa Uae London Canada England Amer...Uk-NO1 Black magic Specialist Expert in Uk Usa Uae London Canada England Amer...
Uk-NO1 Black magic Specialist Expert in Uk Usa Uae London Canada England Amer...Amil baba
 
UN DESA: Finance for Development 2024 Report
UN DESA: Finance for Development 2024 ReportUN DESA: Finance for Development 2024 Report
UN DESA: Finance for Development 2024 ReportEnergy for One World
 
Youth shaping sustainable and innovative solution - Reinforcing the 2030 agen...
Youth shaping sustainable and innovative solution - Reinforcing the 2030 agen...Youth shaping sustainable and innovative solution - Reinforcing the 2030 agen...
Youth shaping sustainable and innovative solution - Reinforcing the 2030 agen...Christina Parmionova
 
High-Level Thematic Event on Tourism - SUSTAINABILITY WEEK 2024- United Natio...
High-Level Thematic Event on Tourism - SUSTAINABILITY WEEK 2024- United Natio...High-Level Thematic Event on Tourism - SUSTAINABILITY WEEK 2024- United Natio...
High-Level Thematic Event on Tourism - SUSTAINABILITY WEEK 2024- United Natio...Christina Parmionova
 
Republic Act 11032 (Ease of Doing Business and Efficient Government Service D...
Republic Act 11032 (Ease of Doing Business and Efficient Government Service D...Republic Act 11032 (Ease of Doing Business and Efficient Government Service D...
Republic Act 11032 (Ease of Doing Business and Efficient Government Service D...MartMantilla1
 
2024: The FAR, Federal Acquisition Regulations - Part 25
2024: The FAR, Federal Acquisition Regulations - Part 252024: The FAR, Federal Acquisition Regulations - Part 25
2024: The FAR, Federal Acquisition Regulations - Part 25JSchaus & Associates
 
If there is a Hell on Earth, it is the Lives of Children in Gaza.pdf
If there is a Hell on Earth, it is the Lives of Children in Gaza.pdfIf there is a Hell on Earth, it is the Lives of Children in Gaza.pdf
If there is a Hell on Earth, it is the Lives of Children in Gaza.pdfKatrina Sriranpong
 
澳洲UTS学位证,悉尼科技大学毕业证书1:1制作
澳洲UTS学位证,悉尼科技大学毕业证书1:1制作澳洲UTS学位证,悉尼科技大学毕业证书1:1制作
澳洲UTS学位证,悉尼科技大学毕业证书1:1制作aecnsnzk
 
GOVERNMENT OF NCT OF DELHI DIRECTORATE OF EDUCATION
GOVERNMENT OF NCT OF DELHI DIRECTORATE OF EDUCATIONGOVERNMENT OF NCT OF DELHI DIRECTORATE OF EDUCATION
GOVERNMENT OF NCT OF DELHI DIRECTORATE OF EDUCATIONShivamShukla147857
 
2024: The FAR, Federal Acquisition Regulations - Part 23
2024: The FAR, Federal Acquisition Regulations - Part 232024: The FAR, Federal Acquisition Regulations - Part 23
2024: The FAR, Federal Acquisition Regulations - Part 23JSchaus & Associates
 

Recently uploaded (20)

办理约克大学毕业证成绩单|购买加拿大文凭证书
办理约克大学毕业证成绩单|购买加拿大文凭证书办理约克大学毕业证成绩单|购买加拿大文凭证书
办理约克大学毕业证成绩单|购买加拿大文凭证书
 
Digital Transformation of the Heritage Sector and its Practical Implications
Digital Transformation of the Heritage Sector and its Practical ImplicationsDigital Transformation of the Heritage Sector and its Practical Implications
Digital Transformation of the Heritage Sector and its Practical Implications
 
2023 Ecological Profile of Ilocos Norte.pdf
2023 Ecological Profile of Ilocos Norte.pdf2023 Ecological Profile of Ilocos Norte.pdf
2023 Ecological Profile of Ilocos Norte.pdf
 
NO1 Certified Best vashikaran specialist in UK USA UAE London Dubai Canada Am...
NO1 Certified Best vashikaran specialist in UK USA UAE London Dubai Canada Am...NO1 Certified Best vashikaran specialist in UK USA UAE London Dubai Canada Am...
NO1 Certified Best vashikaran specialist in UK USA UAE London Dubai Canada Am...
 
PEO AVRIL POUR LA COMMUNE D'ORGERUS INFO
PEO AVRIL POUR LA COMMUNE D'ORGERUS INFOPEO AVRIL POUR LA COMMUNE D'ORGERUS INFO
PEO AVRIL POUR LA COMMUNE D'ORGERUS INFO
 
Canadian Immigration Tracker - Key Slides - February 2024.pdf
Canadian Immigration Tracker - Key Slides - February 2024.pdfCanadian Immigration Tracker - Key Slides - February 2024.pdf
Canadian Immigration Tracker - Key Slides - February 2024.pdf
 
Professional Conduct and ethics lecture.pptx
Professional Conduct and ethics lecture.pptxProfessional Conduct and ethics lecture.pptx
Professional Conduct and ethics lecture.pptx
 
Angels_EDProgrammes & Services 2024.pptx
Angels_EDProgrammes & Services 2024.pptxAngels_EDProgrammes & Services 2024.pptx
Angels_EDProgrammes & Services 2024.pptx
 
2024: The FAR, Federal Acquisition Regulations - Part 24
2024: The FAR, Federal Acquisition Regulations - Part 242024: The FAR, Federal Acquisition Regulations - Part 24
2024: The FAR, Federal Acquisition Regulations - Part 24
 
Press Freedom in Europe - Time to turn the tide.
Press Freedom in Europe - Time to turn the tide.Press Freedom in Europe - Time to turn the tide.
Press Freedom in Europe - Time to turn the tide.
 
Uk-NO1 Black magic Specialist Expert in Uk Usa Uae London Canada England Amer...
Uk-NO1 Black magic Specialist Expert in Uk Usa Uae London Canada England Amer...Uk-NO1 Black magic Specialist Expert in Uk Usa Uae London Canada England Amer...
Uk-NO1 Black magic Specialist Expert in Uk Usa Uae London Canada England Amer...
 
UN DESA: Finance for Development 2024 Report
UN DESA: Finance for Development 2024 ReportUN DESA: Finance for Development 2024 Report
UN DESA: Finance for Development 2024 Report
 
Youth shaping sustainable and innovative solution - Reinforcing the 2030 agen...
Youth shaping sustainable and innovative solution - Reinforcing the 2030 agen...Youth shaping sustainable and innovative solution - Reinforcing the 2030 agen...
Youth shaping sustainable and innovative solution - Reinforcing the 2030 agen...
 
High-Level Thematic Event on Tourism - SUSTAINABILITY WEEK 2024- United Natio...
High-Level Thematic Event on Tourism - SUSTAINABILITY WEEK 2024- United Natio...High-Level Thematic Event on Tourism - SUSTAINABILITY WEEK 2024- United Natio...
High-Level Thematic Event on Tourism - SUSTAINABILITY WEEK 2024- United Natio...
 
Republic Act 11032 (Ease of Doing Business and Efficient Government Service D...
Republic Act 11032 (Ease of Doing Business and Efficient Government Service D...Republic Act 11032 (Ease of Doing Business and Efficient Government Service D...
Republic Act 11032 (Ease of Doing Business and Efficient Government Service D...
 
2024: The FAR, Federal Acquisition Regulations - Part 25
2024: The FAR, Federal Acquisition Regulations - Part 252024: The FAR, Federal Acquisition Regulations - Part 25
2024: The FAR, Federal Acquisition Regulations - Part 25
 
If there is a Hell on Earth, it is the Lives of Children in Gaza.pdf
If there is a Hell on Earth, it is the Lives of Children in Gaza.pdfIf there is a Hell on Earth, it is the Lives of Children in Gaza.pdf
If there is a Hell on Earth, it is the Lives of Children in Gaza.pdf
 
澳洲UTS学位证,悉尼科技大学毕业证书1:1制作
澳洲UTS学位证,悉尼科技大学毕业证书1:1制作澳洲UTS学位证,悉尼科技大学毕业证书1:1制作
澳洲UTS学位证,悉尼科技大学毕业证书1:1制作
 
GOVERNMENT OF NCT OF DELHI DIRECTORATE OF EDUCATION
GOVERNMENT OF NCT OF DELHI DIRECTORATE OF EDUCATIONGOVERNMENT OF NCT OF DELHI DIRECTORATE OF EDUCATION
GOVERNMENT OF NCT OF DELHI DIRECTORATE OF EDUCATION
 
2024: The FAR, Federal Acquisition Regulations - Part 23
2024: The FAR, Federal Acquisition Regulations - Part 232024: The FAR, Federal Acquisition Regulations - Part 23
2024: The FAR, Federal Acquisition Regulations - Part 23
 

Nonprofit Governance

  • 1. Non-profit Governance What It Is and What Is Expected Erin McClarty
  • 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. 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. 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. Who Is Interested?  Donors  Watchdog Agencies  State and Federal Government  Heavy powers  Reciprocity  Grant-makers
  • 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. Why Does It Matter?  Nonprofits are a business, governance is a major issue with businesses  Perception  Becoming the Gold Standard  Compliance
  • 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. 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. 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. What Is Expected?  Organization  Mission Statement  Implementation and Review  Transparency and honest engagement in solicitiations
  • 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. 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. 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. 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. 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. What Does It Look Like?  Policies  Processes  Documents  Structures  Culture
  • 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. 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. 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.
  • 22. Structures  Board  Governing Board  Size  Composition  Terms  Officers (Ex officio & Emeritus)  Performance  Committees  Honorary and Advisory Boards
  • 23. Structures  Practice tips:  Create terms but allow members to reapply.
  • 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. Who Is Looking Out For It?
  • 26. Takeaways  Can’t template  Balance with the organization’s resources