Welcome to our board member

Board & Committee
Member Orientation Manual
©TGRC Board and Committee Orientation Manual
Adopted by Board of Directors – March 3, 2015
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 Accountability
 Transparency
 Integrity

Dear Board Director & Committee Member,
Thank you in advance for your deepened commitment and service to TGRC, our community, and the future of
young women and girls. This New Member Welcome Manual is to help you quickly adjust to being an active Board
Director/Committee Member.
As a new Board Director & Committee Member, you are expected to be aware of some of the current
issues being discussed and acted upon. Board Directors & Committee Members often work on specific projects that
include long-range planning, fundraising, marketing, outreach, events, and volunteer development. While we are
interested in specific skills such as these, it is equally important that Board Director & Committee Member be
enthusiastic, thoughtful, and relate to fellow Board & Committee Members in a respectful and constructive way—
particularly when offering criticism or differing viewpoints. As a new Board Director & Committee Member, try to
speak positively, but not unrealistically of TGRC to members, volunteers, potential donors, lenders, founders,
sponsors, and future Board members. As a representative and ambassador of this organization, you are now part
of its “public face”.
As a new Board Directors & Committee Members who have voting rights, you will be asked to vote at our meetings
on pressing issues facing young women and girls. Don’t worry—if you feel you are not yet adequately informed
about an issue, or need more time to consider, you can always abstain during a vote. The information in this Board
& Committee Member Origination Manual does not supersede TGRC Bylaws, Policies, Articles of Incorporation.
Best regards,
Executive Officers of TGRC
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BOARD DIRECTOR & COMMITTEE MEMBERS MANAUL
“Women are going to form a chain, a greater sisterhood than the world has ever known.” ― Nellie L. McClung
The Girls Rising Collective™ Foundation, Inc., Board and Committee Orientation Manual is an extension of The Girls
Rising Collective™ Foundation, Inc. By-laws that captures the organization’s best practices, policies, and procedures.
We appreciate your willingness to serve. Our Organization fills an important need in our community, and we believe
that you will find serving on the Board a rich and rewarding experience. As a director, you and your fellow board
members are responsible for overseeing the Organization’s operations, while maintaining our commitment to the
Organization’s mission.
This involves establishing our strategic direction, ensuring our compliance with all applicable legal requirements, and
keeping our Organization financially healthy. This manual will help you understand your rights and responsibilities as a
director so that you can effectively carry out these duties. We encourage you to refer to it whenever you have
questions about your Board service.
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Over the past several years, many groups and organizations have placed a great emphasis on nonprofit/not-for-profit
governance. Watchdog groups such as the Better Business Bureau’s, Wise Giving Alliance and Charity Navigator
regularly rate charities based in large part on the organization’s governance structure. The IRS has redesigned the Form 990,
the reporting form that most charities must file with the IRS on an annual basis, asking for information that is much more
detailed about every nonprofit organization’s governance practices and policies. Donors, foundations and the press have also
placed a greater emphasis on nonprofit governance.
We strive to maintain a Board that promotes a culture and structure to meet the new generation of nonprofit/not-for-profit
standards. We see meeting these new standards as the best way to practice our mission and keep our Organization healthy.
Before you begin reviewing this manual, you should remember that you are not alone. When exercising your responsibilities,
you may draw from the expertise of your fellow directors and management. In addition, you may rely on the expertise of
individuals retained by our Organization to assist. These individuals include our legal counsel, independent auditors and
insurance brokers.

Donor Bill of Rights To be informed of the organization's mission, of the way the organization
intends to use donated resources, and of its capacity to use donations
effectively for their intended purposes.
 To be informed of the identity of those serving on the organization's
governing board, and to expect the board to exercise prudent judgment
in its stewardship responsibilities.
 To have access to the organization's most recent financial statements.
 To be assured their gifts will be used for the purposes for which they
were given.
 To receive appropriate acknowledgement and recognition.
 To be assured that information about their donations is handled with
respect and with confidentiality to the extent provided by law.
 To expect that all relationships with individuals representing
organizations of interest to the donor will be professional in nature.
 To be informed whether those seeking donations are volunteers,
employees of the organization or hired solicitors.
 To have the opportunity for their names to be deleted from mailing lists
that an organization may intend to share.
 To feel free to ask questions when making a donation and to receive
prompt, truthful and forthright answers.
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PHILANTHROPY is based on voluntary action for the common good. It is a tradition of giving and sharing that
is primary to the quality of life. To assure that philanthropy merits the respect and trust of the general public,
and that donors and prospective donors can have full confidence in the not-for-profit organizations and causes
they are asked to support, we declare that all donors have these rights:

 Section 1: Getting to know the organization
 About The Organization
 Organizational History
 What Is The Mission, Vision, Values
 Why Was TGRC Formed?
 Strategic Plan/Goals & Objectives
 Overview of Current Programs
 Lists of Members, Partners, etc.
©TGRCBoardandCommitteeOrientationManual
AdoptedbyBoardofDirectors–March3,2015
5
 Section 2: Board Performance
 Board Governance Framework
 Board Structure and Composition
 Boards Directors Roles
 Board of Director (BOD) Expectations
 Board Members' Code of Conduct
 Board Finances Contribution
 Board and CEO Relationship
 Board’s Responsibility in Financial Oversight
 Fiduciary Responsibility of a Member of the Board of Directors
 Board’s Role in Risk Management
 Liability as a Director
 Duty of Care
 Duty of Loyalty
 Duty of Obedience
 Director’s Rights
 Board Compensation
 Board Participation
 Board Evaluation
 Monitoring Executive Performance
 Private Inurement and Private Benefit
 Fundraising
 Political Activity and Lobbying
 Rules Prohibiting Political Activities
WHO ME?
 List of New Committees
 Understanding Committee Roles
 Committee Removal For Failure To Participate
 Committee Appointment Process
 Responsibilities of Being a Committee Member
Board & Committee
Manual Table of Contents

Section 3:
Robert’s Meeting Rules 101
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 Board Meeting Minutes
 Meetings of The Board of Directors
 Board Chair's Role
 Voting Practices
 BOD Attendance Policy
 Board Meeting Schedule Calendar
 Meeting Ground Rules
 The Agenda
 What makes a quorum?
 Emergency Meetings
 Adjournment of Meetings (Part 1)
 Example of Robert’s Rule of Order Chart of Motions & Procedures

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Section 4:
 Staff/Officers Roles
 Organizational Structure/Chart
 Staff Compensation
 Communication to the Board
 Monitoring Executive Performance
 Legal Responsibilities
 Handling Complaints, Media Inquires & Legal Issues
 Annual Calendar of Activities (Attach)
Day –to– Day Business
 Appendices List
 Appendix A - Articles of Incorporation
 Appendix B - Bylaws
 Appendix C - IRS Determination Letter
 Appendix D - Prior year’s annual audit or 990N ecard
 Appendix E - Audit Financial Statement Information
 Appendix F - Current Operating Budget
 Appendix G - Conflict of Interest Policy
 Appendix H - Conflict of Interest Questionnaire
 Appendix I - Code of Ethics
 Appendix J - Whistleblower Policy
 Appendix K - Expense Reimbusement Policy
 Appendix L - Anti-Trust Policy
 Appendix M – Non-Discrimination Statement and Policy
 Appendix N – Document Retention Policy and Procedures
 Appendix O – Gift Acceptance Policy
 Appendix P - Appendix N - Member Contact List
Section 5: Governance Tools

Section 1:
Getting to know the organization
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 About the Organization
 Organizational History
 What is our Mission, Vision, and Values
 Why was TGRCF Formed?
 Overview of Current Programs
 Current Strategic Plan/Goals & Objectives
 List of Members, Partners, etc.

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Favorite Membership Quote
“Every man owes a part of his time and money to the business or industry in
which he is engaged. No man has a right to withhold his support from an
organization that is striving to improve conditions within his sphere.”
Teddy Roosevelt - 1908
Jointly oversee and govern the activities of the organization.
Determines what means are needed to achieve the
organization’s purpose.Executive
Board
A group of people officially delegated to perform a
Function, such as investigating, considering, reporting,
Or acting on a matter.
Committee

What TGRC Sisterhood is about…
The Girls Rising Collective™ Foundation, Inc. (TGRCF) is a recognized 501(c)(3) not-
for-profit membership-based eco-friendly organization, peer to peer mentoring program,
and holistic wellness center; that inspire, equip, educate, empower and mobilize women
and girls to take actions that changes the world, one female at a time; through
educational opportunities, self-awareness, self-sufficiency, philanthropy, positive
sisterhood, mentorship, self-esteem development, holistic wellness coaching,
workshops, and volunteerism.
TGRCF researches, identifies, and leverages networks of communities and
opportunities developed for, with and by women and girls. We find our tribes and build
communities of abundance by connecting locally to build globally. We have reorganized
our foundation in order to execute our global mission of helping women and girls truly
lived INSPIRED, EMPOWERED and RESTORED.
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About The Organization
We believe all girls have the right to be educated,
valued, healthy, safe, respected, empowered, and
equip with the necessary tools for school.

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History
 2001: The idea started by Bridgett Parris when her sister die of aids and leave her two daughter behind.
 2006: Immigration file to adopt the girls.
 2008: Name created “Ebed Melech Shalom International Outreach”
 2009: Create the first “Sister Circle of Strength” in Houston, TX & Aluna Lotus Holistic Health & Wellness
 2010: The Sister Circle of Strength grew from 2 members to 95
 2011: Start the Sister Circle of Strength “Brown Girls Rock” Florida Chapter, it grew from 5 to 163 members.
 2012: Start “International Friends Social Group” now have over 750 members
 2013: Start 3 Sister Circle of Strength Chapters. (Atlanta, New York, Jamaica)
 2014: Finally make the Sister Circle of Strength legal & official “The Girl Rising Collective Foundation, Inc.”
 2014: Girls Rising Collective™ together collectively feed 150 homeless men, women and children.
 2014: Our 1st Annual Health & Wellness Fair, Back 2 School Drive, Workshops, etc.
 2014: Receive our IRS 501 (c)3 approval letter & State Tax exemptions.
 2014: Create our 1Love Volunteer Program, Art Class for women.
 2015: Pending chapters (California, Trinidad & Tobago, Bahamas, Ghana, Israel, Philadelphia, Haiti,
London)
Organizational History

Our Mission. Our Vision. Our Values.
Our Mission:
 To inspire, educate, equip,
empower, and mobilize women and
girls to take action that changes
the world, one female at a time.
Our Vision:
 A global movement that is fueled
by kindness, purposeful allocation
of resources, access to educational
opportunities, facilitation of
community involvement, holistic
wellness living, positive sisterhood,
and females loving their authentic
self.
Our Values:
 People – Our greatest assets: our members, our employees, our
partners, our sponsors, our volunteers, our interns, our staff and our
board members.
 Compassion – For those we serve.
 Excellence - In all we do: organizational performance.
 Belief - We believe every girl should be respected, valued, safe,
healthy, empowered, and equip with the necessary tools for school.
 Kindness – We ensure that as we receive we give back to others.
 Sisterhood – The unification of women everywhere for the
empowerment of today's girls. As a Collective, we chose to leave the
door of opportunity open when we walk through it.
 Purposeful allocation of resources – We regard resources that are
relevant to the empowerment of women and girls everywhere.
 Community involvement – Working collectively to reciprocate by
giving back our knowledge, skills, and success to the community.
 Education that empowers – Teach young women and girls skills that
empowers them to become tomorrow’s leaders and to live enriched
lives.
 Collaboration – recognizes the importance of collaboration with
organizations and communities to make the most impact. We
understand that more can be accomplished if we work together and
have respect for each other.
Adopted by Board of Directors – March 3, 2015 12

Why Was TGRC Formed?
 To share resources, knowledge and expertise.
 To break educational barriers.
 To build better sisterhood bond and collaboration within
the community, and around the world.
 To encourage volunteer service in our community and
aboard that to help women and girls in need.
 To provide girls with “tools for school”, so they are
prepare to learn and succeed in their class room.
 To provide holistic health & wellness coaching for
women and girls in our community and aboard.
 To promote awareness effecting women and girls.
 To promote authentic self-love with unwavering
confidence.
 To hold events that bring the community together in
unity.
 To facilitate workshops that empower women and girls.
 To have a place where women and girls can come and
receive support.
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STRATEGIC PLAN & OBJECTIVES
 Goal #1: Five Year Goals and Objectives:
 Improve communication and promote to our members.
 Provide mentorship opportunity for university, high school,
middle school, and colleges.
 Increase volunteerism & membership participation.
 Open other chapters in other states and the Caribbean.
 Invest in membership & donor management online
databases/information systems to support our goals.
 Launch events and programs to support our mission.
 Explore other ways to support local institutions middle
and high after school & summer programs.
 Launch marketing, branding & membership campaign.
 Goal #2: Capacity Building:
 Develop and implement a plan to increase our capacity to
achieve our mission and deliver value to our members.
 Create a plan to make the best use of our finances and
ensure the future stability of the organization.
 Develop programs to increase volunteer participation and
support by a broader group of members.
 Open other chapter/club in other countries.
 Goal #3: Professional Development &
Membership Services:
 Expand professional development opportunities and
membership services.
 Increase professional development, sharing of best
practices, networking and workshops.
 Capitalize on international partnerships/alliances.
 Address geographical educational barriers.
 Explore possibility of professional designation and/or
enhanced training.
 Research.
 Increase the value of TGRCF membership.
 Goal #4: Marketing:
 Develop and implement a marketing and
communications plan to enhance our position as the
national voice for educational opportunities, benefit of
positive sisterhood, community service, health issues
effecting women and girls.
 Enhance national presence / raise female awareness.
 Develop Government awareness.
 Communicate with members to provide information
updates; promote benefits; encourage members to
embrace.
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Sister Circle of Strength™ (SCOS)
 Global Educational Outreach Program
 Tools For Schools™
 LEAH™ Transformation Program
 Leadership
 Education
 Awareness
 Holistic Health & Wellness
 1 Love Volunteer Program
 Provide Community Service To Nonprofit Organizations
 Aluna Lotus Holistic Health & Wellness Living 360™
Body, Mind, & Spirit
 Yoga: Beginner & Intermediate
 Whole Foods Cooking (Vegan Dishes)
 Healthy Weight (Without the Gym)
 How to use essential oil as part of your daily life.
 Meditation 101, and many more.
 I R.I.S.E. Mentoring™ Program
 Peer To Peer Mentoring
Our formula is very simple;
college/university graduates or college/university female
student, mentor;
high school girls, and high school girls, mentor;
middle school girls.
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These programs are designed to educate the women & girls
in financial literacy, community involvement, media literacy,
self-esteem, holistic health & wellness, self-development,
self-knowledge, and sexual education.
Overview of our current programs  The Situation; Self-esteem
 The Process; Self-development
 The Outcome; Self-knowledge

Global Educational Outreach
Program - Tools For School™
 Tools for schools initiative.
 Actively raising awareness and funds for girls
education.
 Each girl are hand deliver with the tools for
school at our annual Backpack –A-Thon or
after the event.
 We provide them with
• Backpack
• Laptop
• Lunchbox
• 3 P’s - Paper, Pens, and Pencils, etc.
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“The question is not whether we can afford to invest in every child; it
is whether we can afford not to.” - Marian Wright Edelman

LEAH™ = Leadership, Education, Awareness, and Holistic Health.
 Executive Teen Leadership (Age 13-19)
• Understanding Your Gifts
• Goal Setting & Visioning
• Understanding Your Relationships
• Youth, Leadership & Motivational
• Holistic Healthy Choice Living
 Young Adult ( Age 20 -29)
• Young Women Empowerment Workshop
• Leadership Development
• Holistic Health & Wellness Living
• Job Assistance
• Public Engagement & Networking 101
• Running for Office & Navigating Past Failure
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Empowerment workshop and activities that teach life skills to young women and teen
girls to build confidence, develop leadership competencies and feelings of self-worth.

1 Love Volunteer Program -
Unity For Girls and Women Empowerment.
 The GRC also prides itself in getting involved and
supporting local organizations by participating in
charitable events, run/walks, and fundraisers.
Community outreach
• Broward Food Pantry
• Free Arts for Abused Children
• Reading to Children
• Broward Partnership For The Homeless
• Susan G. Komen
• Making Strides Against Breast Cancer
• American Heart Association
• Dress for Success
• Women In Distress
• Relay For Life
• And many more
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TGRC SCOS Curriculum™
 Focus on…
• Academic educational support
• Individualized attention
• A gender-specific life coaching
• Parental involvement
 Girls learn and gain…
• Positive Self-Talk
• Confidence
• Body Image (love of self)
• Goal-Setting
• Support Networks
• Wellness & Awareness (Healthy decision making)
• Leadership
• Critical thinking and much more
We accomplish this by having
engagement activities.
IR.I.S.E. Mentoring Program™

Classes - Workshops
 Literacy Book Club - Words, Tea & Book™
 TGRC Literacy Book Club "Words, Tea & Book" is
intended to bridge our personal and professional
lives, and provide us with a regular opportunity to
read, unwind, and have thought-provoking
conversations as sisters in a nonjudgmental
environment.
 Every four to six weeks we looked forward to
our book club meetings.
 Meetings are held on the first and third Thursday
of each month.
 She is an Artist™
 TGRC offer two type of She is an
Artist™ art classes, during
our summer leadership camp, and for our
monthly adult evening or weekend adult
classes.
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 Aluna Lotus Holistic Health & Wellness Living 360™
Healing Oils, Healing Hands™
 Vegan 101 - Whole Foods Cooking.
 Meditation 101.
 5K Weekend Walk/Run.
 Bellydancing.
 My Moon My Womb.
 Healing herbs and your body.
 Nutritional counseling.
 Organic skincare products.
 Natural spa treatment
 Massage therapy & organic skincare
 Healthy weight & exercise (fitwomen & fitnessmom).
 How to use essential oil as part of your daily life.
 Girl Power Yoga Sundays: Beginner & Intermediate
 Beach Sand Yoga
 Lawn Yoga
 Tai Chi/Qi Gong
 Energy Healing
In this six-week series, our Community Partner Instructor (CPI) will
give members effective yogic tools to handle stress, anger, anxiety,
and other challenges facing teen girls and young women.
Members will have fun, strengthen their bodies and minds, and
develop compassion and self-confidence. Continue

Classes – Workshops (Cont.)
 Financial Empowerment Workshop
 Empowering Your Life As A Woman
 Finding Your Life Purpose and Passion
 Dress For Success
 Styling Natural Hair For Work & Job Interviews
 Business Development Workshop
 (Example: How to Write Your Business Plan, How to Brand Your Business 101,
Marketing Strategically & Social Media 101)
 Professional Networking 101
 Professional Beauty Photoshoot Workshop
 Holistic & Wellness Coaching (how to handle life & work holistically)
 Nutritional Advice (example: How to pack your healthy lunch for work)
Her Self-Development
TGRC aims to empower all women from all walks of life and in order to do so, TGRC offers a variety of
professional and personal development workshops and seminars to fulfill our mission of empowerment.

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Membership in a TGRCF chapter provides people with the opportunity to meet and work
with other individuals in a spirit of fellowship, striving toward the common goal of helping
those in need. Through your mutual concern for others, members can improve both local
and global communities while developing valuable personal and professional skills. New
members are expected to give freely of their time and energy whenever possible, attend
chapter meetings, be available for committee assignments, be knowledgeable about the
aims and objectives of TGRCF and support chapter leaders.
 The benefits of TGRCF clubs membership are numerous, and include:
 Helping those in need
 Making a difference in your community
 Having an impact on those in need worldwide
 Developing leadership skills
 Enhancing communication skills
 Utilizing planning and organization skills
 Working hands-on to meet community needs
 Meeting new people – from your community and abroad
 Opportunities to network
 Opportunities to travel around the world
 Discount events and merchandise
Membership

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 Serve the TGRCF membership as a whole
 Actively seek input from others
 Meet & engage existing members
 Identify & recruit new members
 Identify, mentor & support potential future TGRCF leaders
Relationship to TGRCF Membership
Membership Report for FY 2014
 Miami, Florida
 Houston, TX
 Atlanta, GA
 Kingston, Jamaica
 Brooklyn, NY
We currently have a total of 400 female members within our groups

Community Relationships & Partnership
Relationships
 Broward Partnership For The
Homeless
 American Heart Association
 Broward Pantry
 Women In Distress
 Habitat for Humanity’s
 Broward Food Pantry
 Susan G. Komen
 Dress for Success
 Making Strides Against Breast Cancer
 Relay For Life
 Children’s Home Society of Florida
 And many more.
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 Corporate Volunteer Partnership
 Hands On Broward
 Volunteer Match
 National Mentoring Partnership
 Internship
 Idealist

Section 2:
Board Performance
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 Board Governance Framework
 Board Structure and Composition
 Boards Directors Roles
 Board of Director (BOD) Expectations
 Board Members' Code of Conduct
 Board Finances Contribution
 Board and CEO Relationship
 Board’s Responsibility in Financial Oversight
 Fiduciary Responsibility of a Member of the Board of Directors
 Board’s Role in Risk Management
 Liability as a Director
 Duty of Care
 Duty of Loyalty
 Duty of Obedience
 Director’s Rights
 Board Compensation
 Board Participation
 Board Evaluation
 Monitoring Executive Performance
 Private Inurement and Private Benefit
 Fundraising
 Political Activity and Lobbying
 Rules Prohibiting Political Activities
 WHO ME?
 List of New Committees
 Understanding Committee Roles
 Committee Removal For Failure To Participate
 Committee Appointment Process
 Responsibilities of Being a Committee Member

Audit
Committee
Remuneration
Committee
HR
Committees
Board Committees
Strategy
Board of Directors
• Achievement of strategic objectives and value creation
• Fulfil responsibilities and duties in law and prescribed functions
BoardOperations
Board Chair
Board
Meetings
Reporting &
Disclosure
Internal Controls
& Assurance
Executive
Committee
Internal Audit External Audit
Other Assurance
Providers
Management
Combined Assurance Model
Governance
System and
Controls
Corporate Policies & Procedures
Board Governance Instruments
Monitoring and Evaluation
KeyAreasofResponsibility
CEO & Management
Shareholders/ Members
InformationandCommunication
Board
Secretary
Board Governance Framework

Board Structure and Composition
Balancing executive and non-exec. participation
Ensuring an effective selection process
 Key personal and professional attributes
 Skills aligned to strategy and business
 Also fill board committee requirements, where appropriate
Some general guidelines
 Must have time to devote to responsibilities
 Must exercise judgment in best interests of TGRC
 Must be informed about the business and its markets
 Must avoid interest conflicts between personal and business
 Must treat board information confidentially
 Should act objectively and be receptive to other perspectives
 Should prepare adequately for meetings, regular attendance
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BOARDS DIRECTORS ROLES
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 DIRECTOR OF EVENT & PROGRAMS - plans, organizes,
coordinates and promotes our annual fundraising, and signatures
events etc.
Example: Help plan, promote, and solicit corporate sponsors for an
event.
 DIRECTOR OF YOUTH ENGAGEMENT - retains and recruits committee
volunteers to help with youth engagement.
Example: Collaborates with committee to plan and set goals for youth
engagement.
 DIRECTOR OF MARKETING & COMMUNICATIONS oversees a
consistent and active communication strategy for the purposes of
recruiting, program messaging, fundraising, awareness & branding
Example: Advise staff on strategies and development for Twitter
and Facebook.
 DIRECTOR OF FACILITIES, SYSTEM ENGINEER AND SECURITY
– plans and directs maintenance and security of TGRC
Example: Maintains website, event security,
 DIRECTOR OF FINANCE – Prepares and reviews budgets for
events, programs and fiscal year annual report.
Example: Establishes budget for an upcoming event or program.
Roles and responsibilities of governing board*

Board of Director (BOD) Expectations
 What is expected of you during your appointment
• Embrace TGRC’s mission and vision.
• Base decisions, actions & policies on TGRC Guiding Principles.
• Promote the TGRC priorities, programs & services within the community and aboard.
• Embrace & promote diversity.
• Engage in community outreach efforts.
• Volunteer to lead & serve.
• Participate in fundraising activities
• Participate in upcoming events.
• Respect & encourage each other.
• Protect the sisterhood.
• Encourage health & wellness lifestyle.
• Reserve an open communication with each other.

Board Members' Code of Conduct
 The Board expects of itself and its members ethical and businesslike conduct. Board members must
represent unconflicted loyalty to the interests of the entire organization, superseding any conflicting loyalty
such as that to advocacy or interest groups and membership on other boards or staffs. Board members
must avoid any conflict of interest with respect to their fiduciary responsibility. There must be no
self-dealing or any conduct of private business or personal services between any Board member and the
organization except as procedurally controlled to assure openness, competitive opportunity, and equal
access to "inside" information.
 Board members will make no judgments of the CEO or staff performance except as the performance of the
CEO is assessed against explicit Board policies and agreed upon performance objectives. Each Board
member is expected to complete and sign an Annual Affirmation Statement, which covers, inter alia, Board
conflicts of interest, in accordance with the laws of the State governing not-for-profit organizations, and other
expectations of Board members.
Board Finances Contribution
 Every Board member is expected to be a donor of record in each calendar year. Expenses incurred
to fulfill board activities normally can be an individual tax deduction; however, any Board member
may submit for reimbursement any expenses incurred to attend Board or committee meetings. See
expense policy for more detail.

Board and CEO Relationship (Cont.)
Staff and Board Members work cooperatively through committees in which many of the Directors
will participate. Through the use of the Committee, programs are given the opportunity to express
program needs to the board in order to help the Board understand the needs of the specific
programs. The Executive Director supervises the activities of the programs and all staff follow the
organizational hierarchy.
Delegation to the Chief Executive (CEO). While the Board job is generally confined to
establishing the broadest policies, implementation and subsidiary policy development is delegated
to the CEO. All Board authority delegated to staff is delegated through the CEO, so that all authority
and accountability of staff -- as far as the Board is concerned -- is considered to be the authority
and accountability of the CEO.
The CEO is authorized to establish all further policies, make all decisions, take all actions and
develop all activities as long as they are consonant with any reasonable interpretation of the
Board’s policies in this manual.
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The Board may change its policies during any meeting, thereby shifting the boundary between
Board and CEO domains. Consequently, the Board may change the latitude of choice given to
the CEO, but so long as any particular delegation is in place, the Board and its members will
respect and support the CEO choices. This does not prevent the Board from obtaining
information in the delegated areas.
Except when a person or committee has been authorized by the Board to incur some
amount of staff cost for study of an issue, no Board member, officer or committee has
authority over the CEO. Information may be requested by these individuals or groups,
but if such request -- in the CEO’s judgment -- requires a material amount of staff time
or funds or is disruptive, it may be refused.
Board and CEO Relationship (Cont.)

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Board’s Responsibility in Financial Oversight
 Ensuring proper external controls and audit
 Prepare operating and capital budget
 Duty to maintain proper accounting records
 Establishing, monitoring proper internal control
 Finalize and approve budget
 Ensure that expenditures are within budget
 Approve expenditures outside authorized budget levels
 Provide for the periodic audits and financial reviews
 Develop financial policies and procedures , including policies related to private inurement,
retention of records, conflict of interest, and whistleblower policies
 Approve financial policies and monitor that policies are being followed.
 Ensure that there is adequate segregation of financial duties so that no one person in
involved in all aspects of financial transactions.
 Establish audit committee to receive and review audit
 Skills, knowledge required by directors

Fiduciary Responsibility of a Member of the Board of Directors
 As a director, you have certain legal responsibilities that you must follow. This section is designed to give you some of the
information you need to carry out those responsibilities. However, this material can only provide you with general
information. It cannot answer every situation that may arise and should not be construed as legal advice. Therefore, if the
Board has a specific situation with respect to which it needs guidance, it should consult with The Girls Rising
Collective™ Foundation’s legal counsel to determine what is appropriate for the organization.
 The Tone at the Top: The “tone at the top” refers to the ethical climate created in an organization by its leadership.
Through your leadership on the Board, you can foster a climate whereby the directors, employees, and volunteers act in a
manner that upholds the highest ethical standards of The Girls Rising Collective™ Foundation, Inc., while carrying out
their duties. It is important to create this expectation for yourselves and others. If you and your fellow directors appear
unconcerned with maintaining high standards, this attitude will be observed by the employees and volunteers, and it will
impact their behavior as well.
In addition, as a director, you are expected to comply fully with The Girls Rising Collective™ Foundation, Inc. ’s Code
of Ethics, which includes the Ethics Policy covering gift acceptance (see Appendix H) and the Conflict of Interest Policy
(see Appendix G). You and the other members of the Board are responsible for ensuring that all others comply with these
policies as well. In particular, the Board is responsible for implementing The Girls Rising Collective™ Foundation, Inc.
’s Whistleblower Policy (see Appendix I) and for ensuring that any claims of wrongdoing by a director, officer, employee,
or volunteer are fully and fairly investigated, and that there is no retaliation against anyone bringing a claim in good faith.
In particular, the Board should make clear that, in making decisions, it is doing what it believes is in the best interests of
The Girls Rising Collective™ Foundation, Inc. to help carry out its mission. It is also the Board’s responsibility to
ensure that The Girls Rising Collective™ Foundation, Inc. fully complies with all applicable federal and Florida state
laws and regulations.

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 The board should know about and
evaluate the:
↳ Most significant risks facing the
organization.
↳ Possible effects on shareowners.
↳ Company’s management of a crisis
↳ Importance of stakeholder confidence
in the organization.
↳ Communications with the investment
community.
Board’s Role in Risk Management
 The board should ensure that:
↳ Sufficient time is devoted to discuss risk
strategy.
↳ Appropriate levels of awareness exist
throughout the organization.
↳ Risk-management processes work
effectively.
↳ A clear risk-management policy is published.
↳ Ensure clear and sound relationships with
stakeholders.
↳
 Provide orientation and development opportunities for board.
 Develop and implement sound policies and procedures.
 Be prepared, read and discuss reports and documents.
 Attend meetings and participate fully, ask questions, listen critically, express views,
share, think things through.
 Know or learn about the board’s legal obligations and make sure they are upheld.
 Keep the TGRCF’s mission/purpose in mind (big picture).

Liability as a Director
As a director, you may be subject to a lawsuit if someone alleges that you failed to carry out your
duties appropriately, or you were guilty of discrimination in connection with someone’s employment or
the provision of nonprofit services. To protect yourself from liability, consider these three steps:
 Prevention: Exercise your duties as a director with due care and ensure our Organization acts
in accordance with legal requirements. This is the best way to avoid liability. If you carry out
your duties as a director diligently and with due care, you will be much less likely to encounter
legal problems.
 Indemnification: One way to protect yourself against liability is to seek an indemnification if a claim
is made against you as a director. An indemnification means that the Organization will pay the
attorney’s fees you incur and any legal damages you have to pay in connection with any acts you
commit while serving on the Board. An indemnification may be authorized once the Board has met
to review the matter and vote on whether you acted in accordance with the relevant standard of
conduct. In general, you will be eligible for indemnification as long as you acted in good faith and in
the best interests of the organization. In the event that you successfully defend or dismiss a claim
brought against you as a director, the Organization will be required to indemnify you. Indemnification
provisions are found in the governing documents. You should consult the Organization’s attorney to
determine the extent to which the articles of incorporation and bylaws permits indemnification.

Duty of Care
 Duty of Care: The duty of care requires a director to act in a reasonable and informed manner when
participating in the board’s decisions and its oversight of the corporation’s management. The duty of care
requires a director to be informed and to discharge his or her duties in good faith, with the care that an
ordinarily prudent person in a like position would reasonably believe appropriate under similar
circumstances, and exercise independent judgment when making decisions on behalf of The Girls Rising
Collective™ Foundation, Inc. The Board may delegate day-to-day duties to The Girls Rising Collective™
Foundation’s senior management, subject to the Board’s review and oversight. The Board may delegate
certain Board functions to committees of the Board. The duties that can be delegated to committees of the
Board are limited by law and are typically specified in the organization’s by-laws.
In performing the duties of a director, a director is entitled to rely on information, opinions, reports or statements,
including financial statements and other financial data, in each case prepared or presented by:
(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent
in the matters presented; (2) Counsel, independent accountants or other persons as to matters which the director
believes to be within such person's professional or expert competence; or (3) A committee of the board upon
which the director does not serve, as to matters within its designated authority, which committee the director
believes to merit confidence, so long as, in any such case, the director acts in good faith, after reasonable inquiry
when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance
to be unwarranted. However, you may not delegate your personal responsibilities as a member of the Board to
others. At the end of the day, you and your fellow directors bear the responsibility for determining what is best for
the organization.

Duty of Loyalty
 Duty of Loyalty: The duty of loyalty requires you to act in the interest of The Girls Rising Collective™ Foundation, Inc.,
rather than in your personal interest or of some other person or organization. In particular, the duty of loyalty requires you to
avoid conflicts of interest that are detrimental to the corporation. The IRS recommends that tax-exempt corporations adopt a
written conflict of interest policy to address potential conflicts of interest involving their directors, officers, committees, and other
employees. As a board director, chair, committee, etc., you must disclose to the Board any potential conflict of interest and also
refrain from participating in any decision of the Board in which you have such a conflict.
 In addition, under Florida laws, you cannot borrow money from The Girls Rising Collective™ Foundation, Inc., nor can you
authorize The Girls Rising Collective™ Foundation, Inc., to loan money to any officer or other director of the organization
unless approved by the Attorney General. There are a few limited exceptions to this rule, including for advancement of
expenses, payment of life insurance premiums or a secured loan to help the director or officer finance the purchase of a
principal residence (only if this is necessary to retain the director or officer’s services).
 The Board has adopted a Conflict of Interest Policy that applies to all directors and senior managers of The Girls Rising
Collective™ Foundation, Inc. (see Appendix I). The Girls Rising Collective™ Foundation, Inc. also asks each director to
fill out an annual Conflict of Interest Questionnaire. As a director, you must familiarize yourself with the Conflict of Interest
Policy and ensure that you, your fellow directors and committee comply with it.
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 You cannot take advantage of business opportunities that would be of interest to The Girls Rising Collective™ Foundation,
Inc., without first offering it to the organization. For example, if you see a building for sale at a low price, and you know that
The Girls Rising Collective™ Foundation, Inc., is looking to buy a building to expand, you should not buy the building
without first disclosing to The Girls Rising Collective™ Foundation, Inc., the fact that the building is for sale and allowing
The Girls Rising Collective™ Foundation, Inc., an opportunity to bid on the property.

Duty of Obedience
 Duty of Obedience: As a director, you also must act in a
manner that is consistent with the provisions of the Articles of
Incorporation, by-laws, and tax-exempt status of The Girls
Rising Collective™ Foundation, Inc. You should be familiar
with the mission of The Girls Rising Collective™
Foundation, Inc., and act in a manner consistent with such
mission. In addition, you must comply with all federal, state
and local laws as they apply to the organization.
 Confidentiality: You should not disclose information about
The Girls Rising Collective™ Foundation’s activities unless
the Board decides to make the information public, or unless
the information is a matter of public record.
 Attendance: As a director, it is important that
you demonstrate your commitment to the
organization by regularly attending Board
meetings and meetings of the committees of
which you are a member.
This will allow you to stay informed of The
Girls Rising Collective™ Foundation’s
activities and, in turn, the organization will
benefit from the skills you bring to the Board.
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There are ways you can attend meetings without being physically present. For example [if not prohibited by
the by-laws] you can participate via conference call, provided you can hear all the other participants in the
meeting and they can hear you. However, being a member of the Board of Directors is a personal
responsibility. You cannot delegate this responsibility to others.
Therefore, you cannot give someone else the authority to attend a Board meeting or vote on your behalf.
You cannot vote by proxy.

Director’s Rights
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Director’s Rights: As a director, you have certain legal rights. These rights are designed to assist you in
carrying out your fiduciary duties as a member of the Board. For example, it is important that you stay
informed about The Girls Rising Collective™ Foundation’s business affairs. Consequently, as a director,
you have a right to have reasonable contact with the organization’s senior managers to discuss the
organization’s business affairs. You also have the right to inspect the books and records of the organization
and to request additional information from management.
At the same time, you should remember that while the Board retains the ultimate responsibility for the
operations of The Girls Rising Collective™ Foundation, Inc., the senior managers or officers are
responsible for the day-to-day management of the organization. Your duty as a director is to ensure that
they exercise their management responsibilities in a manner that best serves the organization. It is not in
the organization’s best interests if the Board attempts to review and approve day-to-day management
decisions, or substitutes its judgment for that of the senior managers. Therefore, when you request
information from management, it is important that you are reasonable in the frequency and scope of your
requests. You want to take care that your requests are suited to what you need to perform your duties as
a director, and not the day-to-day management of the organization.
Another important way to stay informed about the organization’s activities is to review the Board and
committee minutes. The Board should be provided with the minutes of the meetings in a timely manner.
The Board secretary should prepare the minutes of any Board meeting promptly after the meeting, but at
least in time to be approved before the next Board meeting. If, for some reason, you do not receive the
minutes of a Board or committee meeting, you have the right to ask for a copy of the minutes.
Continue

Director’s Rights Continue – Cont.
It is also important that directors attend Board and committee meetings. Therefore, you should be given advance notice of
each meeting so that you can prepare for the meeting and plan to attend. The amount of advance notice for each type of
meeting is specified in the by-laws. If you do not receive the proper amount of advance notice, you can still attend the
meeting and participate. There may be situations where the fact that you did not receive proper advance notice of a meeting
may be detrimental to the organization.
In such case, you have the right to object to the fact that you did not receive proper notice of the meeting. However, you
must protest improper notice before or at the commencement of the meeting. If you participate in the substance of the
meeting, you will be considered to have waived your right to make an objection.
Finally, the organization encourages open and informed debate among the Board directors, which helps ensure that the best
possible decisions are made. If you disagree with any action the Board proposes to take, you have the right to vote against
the action. All votes taken at a meeting are required to be recorded in the minutes for that meeting. To the extent there are
any objections or abstentions, the minutes must record how each director voted. This is important if you believe that the
actions of the Board are not only unwise, but improper. In such case, if you object to the actions and have your objection
recorded in the minutes, you may escape liability if the action is later challenged.

Board Compensation: As a director , you will not be compensated for your services.
Moreover, you cannot claim a deduction for the value of your donated services to the
Organization. You may be reimbursed for any reasonable out-of-pocket expenses you incur on
behalf of the Organization, in accordance with our expense reimbursement policy.
 The Organization will not, however, reimburse a member of the Board of Directors for the
cost of his or her spouse’s or other dependent’s travel to Organization events.
 If you elect not to be reimbursed for your out-of-pocket expenses, you may be able to
deduct them as a charitable contribution to the Organization.
 In addition to your Board service, from time to time it may be in the best interests of the
Organization for you to provide some other goods or services to the Organization, such as
legal or accounting work.
 If you provide goods or services to the Organization in addition to serving on the Board or as
Committee, the Organization is allowed to pay you for your goods or services, provided that:
Board Compensation
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In the event that you are paid more than fair market value for any goods or services you
provide, or the Organization fails to properly document or report the transaction, the
transaction may be considered an “excess benefit transaction.” Under the Internal Revenue
Code, you may be subject to penalties if you receive an excess benefit.
Therefore, before you enter into any financial transaction with the Organization, you should
consult our legal counsel to ensure that all proper procedures are followed.
Board Compensation – Cont.
 The Board approves the transaction in accordance with the Conflict of Interest Policy before
you provide the goods or services;
 You receive only fair market value for your goods or services; and
 The Organization properly documents and reports the transaction.

Board Participation: In addition to the preceding tasks, each member of the Board should
show his or her personal financial support for the organization. Many directors contribute to
their organizations in ways other than financial, such as having an understanding of the
community in need or having prior nonprofit experience. Directors also offer specialized skills
such as human resources or financial expertise. The organization cannot succeed without
those contributions.
Board Participation
However, we cannot expect others to financially support The Girls Rising Collective™
foundation, Inc., if the Board does not. Your personal participation is essential to a successful
fundraising campaign. The Girls Rising Collective™ foundation, Inc., does not expect its
directors to donate a minimum dollar amount to the organization. However, The Girls Rising
Collective™ foundation, Inc., does ask you to contribute to the organization’s annual
fundraising campaign. The Girls Rising Collective™ foundation’s goal is to have 100
percent participation by the Board.
In addition, you should help management identify and evaluate prospective donors, including
individuals, corporations, and foundations. As a director, you should also assist in cultivating
prospective donors by stimulating interest in The Girls Rising Collective™ foundation, Inc.,
and its work.

The final task the Board must undertake is to periodically evaluate its own performance. Self-evaluation can be
hard. Therefore, the Board should at least use a performance checklist to assist the members. Some of the
criteria are objective and easy to evaluate such as attendance at meetings. Other criteria are more subjective.
However, it is important for the Board to meet annually to discuss how it can improve its performance. The
Board should determine what skills the Board may be lacking, and whether it can recruit a new member with
those skills. For example, is there a member of the Board with a background in finance, human resources, or
the law?
Moreover, each director must be engaged in the work of the Board. If the directors are not fully engaged in the
Board’s work, the Board should discuss what steps it should take to re-engage its members. Without a fully
engaged Board, there is a likelihood that the work will fall on a few individuals. This will not only result in many
tasks not being done, but will also put members of the Board who are most engaged at risk of becoming burned
out.
If efforts to re-engage a director do not work, the Board should be willing to ask the director with poor
performance to resign from the Board, or to leave the Board at the end of his or her term. While evaluating the
performance of individual members can be hard, it is important to remember that the Board’s first duty is to
serve the best interests of TGRCF and not those of other members of the Board.
Building a strong Board makes the Board’s workload more manageable and improves the performance of each
member of the Board of Directors.
Board Evaluation

46
Monitoring executive performance is synonymous with monitoring organizational performance
against Board policies on goals/outcomes. Any evaluation of CEO performance, formal or
informal, should be derived from these monitoring data. The purpose of monitoring is simply to
determine the degree to which Board policies are being fulfilled. Information that does not do
this shall not be considered monitoring.
Monitoring will be as automatic as possible, using a minimum of Board time so that meetings
can be used to create the future rather than to review the past. A given policy may be monitored
in one or more of three ways:
Monitoring Executive Performance
A given policy may be monitored in one or more of three ways:
 A. Internal Report: Compliance information prepared by the Executive Director for the Board.
 B. External Report: Compliance information prepared by a disinterested, external auditor,
inspector, or consultant who is selected by and reports directly to the Board. Such reports must
assess executive performance only against policies of the Board, not those of the external party
unless the Board has previously indicated that party’s opinion to be the standard.
 C. Direct Board Inspection: Compliance information prepared by a Board member, a committee,
or the Board as a whole. This is a Board inspection of documents, activities, or circumstances
directed by the Board that allows a “prudent person” test of policy compliance.

Private Inurement and Private Benefit Cont.
 This is called the private inurement rule. As a director, you must ensure that insiders do not receive
favorable treatment at the expense of The Girls Rising Collective™ Foundation, otherwise The Girls
Rising Collective™ Foundation would be at risk of losing its tax-exempt status. Some examples include
paying more than fair market value for goods or services provided by an insider, or creating a job for
someone just because they are related to an insider. Private inurement may be found in the compensation
of managers. The Board should ensure that the total compensation is reasonable.
47
 By insiders, the Internal Revenue Code generally refers to anyone with powers, responsibilities or interests
that puts the person in a position to exercise substantial influence over the affairs of The Girls Rising
Collective™ Foundation. Typical “insiders” would include the following individuals:
 The Internal Revenue Code gives tax-free status to charitable organizations because they provide
important benefits to the general public. However, the Internal Revenue Code also provides that a tax-
exempt organization must be operated for the benefit of the public and not for the benefit of “insiders”–
individuals who have significant influence over the organization.

Private Inurement and Private Benefit
• TGRC’s founders;
• Officers;
• Members of the Board of Directors;
• Chief paid staff member; and
• Their relatives such as a spouse, parent, siblings and their spouses,
children and their spouses, and great grandparents, grandparents,
grandchildren, and great grandchildren and their spouses.
48

The Board has a responsibility to attract resources to sustain the organization’s programs and fulfill its mission. The Board
must select and support senior management, put the budget in place, and oversee and evaluate the organization’s fundraising
and financial performance. Even though the Board is ultimately responsible for The Girls Rising Collective™ Foundation’s
fundraising strategy, the fundraising activities will not succeed without a close partnership with management. There has to be a
close collaboration between the Board and management, as well as clearly defined goals for management to execute.
Therefore, it is key for the Board to specify the responsibilities of both management and the Board in the fundraising effort. At
the same time, it is important to remember that implementing the fundraising plan is a responsibility shared by the Board and
should not be left only to management.
Fundraising Cont.
 Fundraising Practices:
The Board practices and that its fundraising efforts are cost-effective. It is the Board’s responsibility to ensure that
The Girls Rising Collective™ Foundation’s fundraising programs reflect well on the organization and its mission.
Therefore, the Board must exercise the following responsibilities:
Board should ensure that The Girls Rising Collective™ Foundation, Inc., follows ethical fundraising
 Designated Donations: Frequently, a donor will make a contribution to The Girls Rising Collective™ Foundation, Inc.,
and place restrictions on how such funds may be used. For example, the donor may want to fund a specific initiative or
activity. Also, as an organization, The Girls Rising Collective™ Foundation, Inc., may solicit funds with the promise that
the donations will be used for a particular purpose. These are called restricted or designated funds. As a member of the
Board, it is your responsibility to ensure these funds are used for the purpose the donor specified, and not for other
expenses such as overhead or other program activities. You should ask that any financial reports you receive specify
whether the income is restricted or unrestricted, so that you can ensure that the donor’s wishes are being carried out.
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 Gift Acceptance Policy: From time to time, The Girls Rising Collective™ Foundation, Inc., may be offered donations
that would compromise the organization’s ethics, financial circumstances, program focus, or other interests. For example,
the source of the funds may be one that is inconsistent with the mission The Girls Rising Collective™ Foundation, Inc.,
is trying to serve. Therefore, it is important that the Board has clear standards and procedures for determining when it will
not accept a donation. These standards and procedures must be discussed in advance and not after a questionable gift is
being offered; otherwise, financial and time pressures on the organization may cause the Board and management to make
a wrong decision about whether to accept the gift.
 Fundraising Techniques:
The Girls Rising Collective™ Foundation’s most valuable asset is its good name. One way the organization may forfeit
its good name is if it engages in inappropriate fundraising practices. In the past few years, newspapers have published
several stories of otherwise legitimate charities that have employed questionable fundraising methods. Therefore, it is
important that the Board ensure there is appropriate training and supervision of the people soliciting funds on The Girls
Rising Collective™ Foundation’s behalf, that they understand their responsibilities and do not employ techniques that
are coercive, intimidating, or intended to harass potential donors.
 Compensation for Fundraisers:
Compensation for fundraising activities should reflect the skill, effort, and time expended by the individual or firm on behalf
of The Girls Rising Collective™ Foundation, Inc. Basing compensation on a percentage of the money raised can
encourage fundraisers to put their own interests ahead of those of The Girls Rising Collective™ Foundation, Inc., or
the donor, and may lead to inappropriate techniques that jeopardize The Girls Rising Collective™ Foundation’s values
and reputation as well as the donor’s trust in the organization. Many professional fundraising associations prohibit their
members from accepting payment for fundraising activities based on a percentage of the amount of charitable income
raised or expected to be raised. For these reasons, The Girls Rising Collective™ Foundation, Inc., should not
compensate internal or external fundraisers based on a commission or a percentage of the amount raised.
Fundraising cont.

51
Charitable Solicitation Laws:
Most states, including Florida, and many localities,
including the City of Fort Lauderdale, regulate the
solicitation of contributions by charitable organizations. To
solicit funds in Florida a nonprofit generally must register
with the Attorney General and Florida Department of
Agriculture and Consumer Services. Unless it qualifies for
an exemption, The Girls Rising Collective™
Foundation, Inc., is required to register in Florida and with
each state where it solicits funds from individuals,
foundations, or businesses located in that state. The Board
is responsible for ensuring that The Girls Rising
Collective™ Foundation, Inc., complies with various
charitable solicitation laws.
Privacy Policy:
The Girls Rising Collective™ Foundation, Inc., respects
the privacy of individual donors and, except where
disclosure is required by law, does not sell or otherwise
make available the names and contact information of its
donors without providing them an opportunity at least once
a year to opt out of the use of their names.
Substantiation and Disclosure Rules for the
Receipt of Contributions:
The Girls Rising Collective™ Foundation, Inc.,
should provide a written acknowledgement to donors
of $250 or more (in cash or non-cash contributions) to
support donors claims for charitable contribution
deductions. The acknowledgement serves to
substantiate a donor’s claim for a charitable
deduction. The acknowledgement should be sent no
later than January 31 of the year following the
donation.
The acknowledgment should state The Girls Rising
Collective™ Foundation’s name, the amount of any
cash contribution, a description of any non-cash
contribution, and a statement that no goods or
services were provided by The Girls Rising
Collective™ Foundation, if that was the case.
Fundraising cont.

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1) Other exceptions may be applicable. The IRS may impose a penalty on The Girls Rising
Collective™ Foundation, Inc., if it fails to provide the written disclosure for applicable quid
pro quo contributions. You must ensure that The Girls Rising Collective™ Foundation
follows the substantiation and disclosure rules with respect to the receipt of contributions.
2) Example of a written acknowledgement: “Thank you for your cash contribution of $350 that
The Girls Rising Collective™ Foundation, Inc., received on May 6, 2009. In exchange for
your contribution, we gave you a cookbook with an estimated fair market value of $50. The
amount of your contribution that is deductible for federal income tax purposes is limited to
$300.”
Moreover, The Girls Rising Collective™ Foundation, Inc., is required to provide a written disclosure to a
donor who receives goods or services in exchange for a payment in excess of $75. These donations are
referred to as “quid pro quo” contributions. The required disclosure statement must inform a donor that the
amount of contribution that is deductable for federal tax purposes is limited to the excess of money (and the fair
market value of property other than money) contributed by the donor over the value of goods or services
provided by The Girls Rising Collective™ Foundation, Inc., and provide a donor a good-faith estimate of the
fair market value of such goods or services provided by The Girls Rising Collective™ Foundation, Inc. No
disclosure is required for goods or services given to a donor that meet the “token exception,” which generally
includes goods costing The Girls Rising Collective™ Foundation, Inc., $9.60 or less (i.e., mugs, calendars,
or posters bearing The Girls Rising Collective™ Foundation’s name).
Fundraising cont.

53
Political Activity and Lobbying
As a tax-exempt entity, The Girls Rising Collective Foundation, Inc., may engage in limited lobbying activities. For this
purpose, The Girls Rising Collective Foundation, Inc., will be regarded as lobbying if it attempts to influence
legislation. Attempting to influence legislation includes contacting or urging the public to contact members or employees
of a legislative body for the purpose of supporting or opposing legislation, or advocating for the adoption or rejection of
legislation. Legislation includes actions by Congress, state legislatures, or any other elected body, such as the local city
council or school committee, with respect to acts, bills, or resolutions. It applies to such actions as confirming an
individual for office, such as a judge or cabinet member. It also applies to ballot initiatives or similar procedures to be
voted upon by the public.
The definition of legislation does not include actions taken by the courts or government agencies. As noted above, there
are limits on the amount of lobbying in which The Girls Rising Collective Foundation, Inc., may engage. The Internal
Revenue Code provides that a nonprofit that is exempt under Section 501(c)(3) cannot expend a “substantial” part of its
activities in lobbying. If The Girls Rising Collective Foundation, Inc., engages in what is considered excessive
lobbying, the organization may be subject to an excise tax and may risk its tax-exempt status.
At what point a nonprofit’s lobbying is considered “substantial” depends on all the facts and circumstances and is not
always clear-cut. Therefore, Congress enacted Section 501(h) of the Internal Revenue Code. By filing an election with
the IRS, a nonprofit is allowed to engage in lobbying activities—up to certain dollar limits—without being subject to an
excise tax and without losing its tax-exempt status. The limits are based on the size of the organization’s annual
revenue. Churches and private foundations are not eligible to make the election.
As a director, you should ensure that The Girls Rising Collective Foundation, Inc., complies with the rules against
excessive lobbying. In addition, certain lobbying activities may require the organization to register as a lobbyist with
various federal and local government authorities. The Girls Rising Collective Foundation, Inc., wishes to engage in
any lobbying activity, the Board should work with legal counsel and senior management to ensure that procedures are
put in place to comply with these regulations and the IRS limitations on lobbying activities.

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Rules Prohibiting Political Activities
Under the Internal Revenue Code, nonprofit organizations are strictly prohibited from intervening on behalf of, or in opposition to,
candidates for local, state, or national office. If The Girls Rising Collective Foundation, Inc., violates this rule, it could be
subject to an excise tax on the amount expended on the campaign activity and loss of its tax-exempt status. This does not mean
that, just because you are a director of The Girls Rising Collective Foundation, Inc., you cannot be involved in political activity
as a private individual.
However, you may not use The Girls Rising Collective Foundation’s property or other assets, including The Girls Rising
Collective Foundation’s name, on behalf of or against any candidate for office. You should also make clear that any political
statements you make, such as an endorsement of a candidate, are made in your personal capacity and not in your capacity
as a director of, and the statements should not be made at an event sponsored or hosted by The Girls Rising Collective
Foundation, Inc., or in any of its publications. If you are in any doubt as to whether your activities might be considered
improper political activities on behalf of The Girls Rising Collective Foundation, you should consult with the Board and
legal counsel before engaging in those activities.
Summing Up: While all these responsibilities may seem like a lot to keep straight, you can broadly
summarize your fiduciary duties using the following questions:
 Do you put the organization’s interests before your own?
 Do you ensure that others do as well?
 Do you regularly attend Board and committee meetings?
 Do you read the information provided to you as a director or otherwise stay informed?
 Do you exercise your independent business judgment as best as you can?
 Do you do your best to make sure that TGRCF follows the law, including the special rules applicable to nonprofits?
 Do you seek the advice of TGRCF legal counsel and independent accountants to assist you in your work?
If you follow these steps, you will go a long way towards faithfully carrying out your fiduciary duties as a director and
help establish the proper ethical tone for the organization.

55
WHO ME?
“Board members act as trustees of the organization’s assets and must exercise due diligence
to oversee that the organization is well managed and its financial situation is sound”
(BoardSource)
Who can sue a Board Member ?
Employees, other Directors, Vendors, Donors, IRS, State Attorney
Generals…. Pretty Much Anyone!

56
List of New Committees
Under the terms of the bylaws, the Board of Directors is authorized to create committees.
Attached is the list of committees and their position. The committees are authorized to carry out the
functions of the Board with respect to certain matters. These matters are specified in the bylaws.
As long as a committee is acting within the scope of its authority, as set out in the bylaws:
 It is authorized to act as if it were the Board, with the same authority to act on behalf of The Girls
Rising Collective™ Foundation, Inc., as the Board has.
 The non-committee members of the Board are entitled to rely upon the expertise of the committee
and, absent special circumstances, cannot be held responsible for the committee’s actions.
 Newly Elected Committees
 Social Media Marketing committee
 Finance & Event committee, Michelle Moore
 Youth Engagement committee, Constansa Alexander
 Educational committee, Donnielle Jobson
 Social Media Markting committee, Tracey-Ann Hardware
 Human Resources committee, Michelle Phip

 Roles of Committee
 SOCIAL MEDIA MARKETING COMMITTEE
 Update TGRC’s social networking sites (Facebook, Twitter,
LinkedIn, Instagram, Thumbnails, blog etc.,) daily, or when
necessary, to reach a broad audience of potential members,
current members, and the general public.
 Post news, event reminders and success stories.
 Ensure consistent messaging across all social media sites
 Monitor the website and update, including content, calendar
items, video clips, and other relevant content.
 YOUTH ENGAGEMENT COMMITTEE
 Works with Events and Programs to coordinate events
for the Youth groups
 Develops and implements educational training
programs
 HUMAN RESOURCE ADVISORY COMMITTEE
 Creates human resources policies
 Completes background and reference check for all
applicants
57
FINANCE & EVENT COMMITTEE
 Reviews budgets initially prepared by staff.
 Example: Reports financial irregularities,
concerns when it comes to finances.
EDUCATIONAL COMMITTEE
 Design, implement, and evaluate individualized course of
instruction for girls 13 -17.
 Design a ten week gender-based curriculum for after
schools IR.I.S.E. Mentoring™ Program on (Self-Esteem,
Financial Literacy, Community Involvement, Media Literacy,
Sex Education 101, Leadership, Self-Awareness, Holistic
Wellness Living)
 Confers with federal, state, and local school officials to
develop curricula and establish guidelines for educational
programs.

58
Understanding Committee Roles
• Committees typically exist to do more detailed work on behalf of the Board.
• As a result, Boards control terms of reference/mandate, who gets appointed and work
plan.
• Most committees have no decision power – must recommend to the Board.
• BUT Board should not re-do the work of committees.
• While typically made up of Board members, outside members can be brought in.
If the matter is not cleared up to his/her satisfaction, he/she should write to the President
and to his/her chair. The President will take whatever action seems appropriate. Committee
members should forward any committee material of importance to the chair at the end of the
committee assignment. Specific duties for each member are assigned by the committee
chair who also informs members regarding meetings.
When a committee is established, its function is clearly defined and stated by the Board of
Directors of their Chair. If a committee member is dissatisfied with the work of the committee
or the chair, he/she should express his/her dissatisfaction to the Chair.

Benefits of Effective Board Committees
59
 Assist the board in its decision making
• Brings together non-executives and management
• Allows detailed discussion on management matters
• But, filters out operational issues that remain with management
• And, focuses on strategic decisions required of the board
 Supports board responsibilities in key areas
• Audit, internal controls and risk
• Events and programs
• Executive compensation and management appointments
• Governance issues and corporate policies
• Nomination and selection of non-executive directors
• Others, e.g. health, safety, environment, etc.
 Defined terms of reference and limitations
 Generally, no executive powers

 Be prepared! Agenda and background materials are sent prior to the meeting
or conference call. Read through all of the agenda materials. If there is anything you need more
in-depth information, contact the Chair or staff liaison well in advance of the meeting. This
provides sufficient time so the information you need can be gathered, questions can be answered,
and/or staff can have background information available at the meeting/conference call. The
Academy relies on its committees to thoroughly review and make suggested edits and ultimately
approve many items, including Academy policies, public messages, etc. Therefore, careful review
and consideration of all motions by all committee members is of the utmost importance.
Responding to emails requesting information, regarding your availability for a date and time for
the meeting/conference call, requests for feedback or voting on a motion is important. In order
for an action items to be approved, a quorum (at least 51% of voting members) must be present
at a meeting/ conference call. Not having a quorum slows down the work of the group. At any
time during your appointment term should your personal or professional commitments change
and you have difficulty fulfilling your committee appointment, please notify your committee chair
and discuss your options. Unless excused by the Chair, a member who has missed more than
50% of their committee’s meetings over a two-year period will be asked to step down from the
committee.
Responsibilities of Being a Committee Member
Continue

61
Whenever possible, arrange to join the meeting/conference call approximately five minutes
prior to the beginning of the session. A quorum must be established and the business of
the meeting can begin promptly – respectful of everyone’s busy schedules.
Summation Reports must be approved by the committee. When necessary, summation reports
will be sent as an email ballot. Carefully review the summation report from the recent committee
meeting/conference call. Even if you were unable to attend, please review and vote to approve
the summation report as written or request additional information.
As you come across issues in your daily activities that apply to your committee (or any other
TGRCF committee), write them down. Suggestions/questions may be sent to the Chair or staff
liaison as they arise.
It is important for issues or suggestions to be in line with the mission of that committee.
Suggestions suited for another committee, will be forwarded to the appropriate committee for
review.
Responsibilities of Being a Committee Member (Cont.)
On-line Conflict of Interest Disclosures Statements must be completed or update annually.
Continue

62
Date to follow
 April 1: On-line application officially is available at www.thegirlsrising.com
 May 20: Official deadline for appointment applications; Web page closes
 May 30: Appointments made by President
 June 15: Board approves appointments
 June 20: Applicants notified
 July 23: New incoming committee members are invited to attend meeting
as guest observer; term begins at close of Annual Meeting.
The on-line application for committee appointments is located on the TGRCF Website.
Information will be announced through our social media and through email Member Alerts. A
member may be nominated by committee chairs, another member or be self-nominated.
However, to be considered all nominees must complete the on-line application to be
considered. The President makes appointment selections in October. Then, at the fall
meeting of the Board of Directors appointments are presented for approval. Individuals who
have applied are notified of the outcome of the process.
Committee Appointment Process (Cont.)
Continue

63
 COMMITTEE YEAR: Begins the day after the close of the Annual Meeting and continues
until the close of the Annual Meeting the following year. Chairs, with the exception of the
budget/finance committee, serve a two-year position, with possible reappointment. Most
committee member serve two-year, with possible reappointment.
 DUTIES AND RESPONSIBILITIES:
The function of the committee is explained in the letter of appointment. The chair is responsible for:
1. directing and carrying out regular and special assignments of the committee;
2. keeping committee members informed about the work of their committee;
3. replying promptly to all inquiries on problems in their field of work;
4. arranging meetings at Regular Meetings and Annual Meeting;
5. making semi-annual reports to the President and Board of Directors on the progress of work assigned
the committee;
6. sending copies of all correspondence to the President for information; and
7. knowing and following the policies and procedures in this Manual.
8. Stay in regular contact with their committee member.
The committee chair is responsible for leading the committee. The achievement of the group during any
year and the success of projects undertaken are due in large part to the chair’s leadership. Initiation and
completion of expanded or related projects indicate significant committee progress.
The chair accepts responsibility for making recommendations regarding the removal of committee
members who are not fulfilling their obligations. The chair should also be prepared to make
recommendations on reappointments of contributing committee members.

64
At any time during your appointment term should your personal or professional
commitments change and you are having difficulty fulfilling your committee
appointment, please notify your committee chair and discuss your options.
Unless excused by the Chair, a member who has missed more than 50% of your
committee’s meetings over a two-year period will be asked to step down from the
committee.
The procedure for removal of a member of an organizational unit for failure to participate is
as follows:
• A member of a council, committee or task force who misses more than 50% of that group’s
meetings over a two-year period will be removed, unless the chair excuses the absence(s).
• The member is contacted by the chair to ascertain the nature of their
absences and inquire if the member would like to be removed from the
committee, usually due to over commitment in both their personal and
professional life at that given time.
• A letter from the President will request the member confirm their desire to
be replaced.
Committee Removal For Failure To Participate

65
What benefits can a board member expect to receive?
Satisfaction
Opportunity
Development
Sisterhood Experience
Increased
Understanding

Section 3:
Robert’s Meeting Rules 101
66
 Board Meeting Minutes
 Meetings of The Board of Directors
 Board Chair's Role
 Voting Practices
 BOD Attendance Policy
 Board Meeting Schedule Calendar
 The Agenda
 What makes a quorum?
 Emergency Meetings
 Example of Robert’s Rule of Order Chart of Motions & Procedures

MEETINGS OF THE BOARD OF DIRECTORS
67
 The President and Chair of the Board has the authority to call additional meetings, as
required, and to cancel any meeting by reason of lack of business. Other meetings of
the Board of Directors shall be called upon the request of any three Board members,
given in writing to the President and Chair of the Board. The request shall contain the
proposed agenda for such a meeting. In the event of the incapacitation of the President
and Chair of the Board, the Trustee, the Secretary and Treasurer shall be authorized to
call a meeting of the Board of Directors for the purpose of appointing an Acting President
and Chair of the Board to serve for the duration of the President’s incapacitation or until
the end of the current term of office, whichever occurs first.
 At its discretion, the Board of Directors may provide for urgent votes between Board
meetings using telephone, electronic mail or other means. In the case of such votes, the
quorum shall be a simple majority of the full voting Board membership in office at the
time of the vote. The board of directors may hold regular or special meetings in or out of
this state.
Roberts Rule 101

Board Chair's Role
 The job of the Chair is, primarily, to maintain the integrity of the Board's process. The Chair
“manages the board.” The Chair is the only Board member authorized to speak for the Board, other
than in rare and specifically Board-authorized instances.
 The Chair ensures that the Board behaves consistent with its own rules and those legitimately
imposed upon it from outside the organization.
 Meeting discussion content will be those issues which, according to Board policy, clearly
belong to the Board to decide, not the CEO.
 The authority of the Chair consists only in making decisions on behalf of the Board that fall within and
are consistent with any reasonable interpretation of Board policies in bylaws.
 The Chair has no authority to make decisions beyond policies created by the Board. Therefore, the
Chair has no authority to supervise or direct the CEO, but is expected to maintain close communication,
offer advice, and provide encouragement to the CEO and staff on behalf of the Board.

69
In addition, it is helpful to separate out strategic issues, resource items, and operational matters.
The most important questions should appear at the top of the agenda, and time limits set for each
item so as not to let one issue monopolize the entire board meeting. Adopting a consent agenda -
a compilation of items that need no discussion and can be approved with one vote - leaves more
time for constructive debate.
The agenda is the recipe for the meeting. It is generally drafted by the chief executive and the
chair in close collaboration. It is the tool for the chair to help guide the discussion and a reminder
for members to stay focused. The agenda should tie in with the strategic plan for each meeting.
The agenda should indicate which items are for discussion and which ones are simply informative.
Action items and assignments should also be identified to enforce accountability.
The Agenda
Time for board development should also be included on the agenda, These might include
reviewing board member responsibilities and legal obligations or having a tutorial on how to read
financial statements. The agenda can also introduce a specific question the board needs to
consider for a later communication or meeting.

70
BOARD MEETING MINUTES
It is the responsibility of the Board secretary to prepare timely and accurate minutes of the
Board’s meetings. As a director, you also are entitled to see the minutes of Board meetings
and of any Board committee meetings.
 Board Meetings
Minutes
Minutes are a legal record of the meetings
and must be approved at the subsequent
meeting
They are not a record of conversations, but
rather of formal actions taken
Audio recordings should not be retained

Be prompt
Participate
Be respectful of interrupting each other
Avoid side conversations
Share responsibility for keeping things on track
Bring problems to Board table
Talk directly with someone, if necessary – don’t involve a 3rd party
Honor and talk about style differences when needed
71
 Board Meetings
Rules of Order
Procedural rules are used to maintain order
All persons must be recognized by the chair before
speaking
Time limits may be set on certain topics
Know the basic rules of order to be sure motions and
procedures are understood

72
 The voting process will follow Robert’s Rules of Order.
 A formal vote will be taken on any items identified on the agenda as ”for decision”
and any other items where the president, the executive director, or a board
member request a vote be taken.
 The board president shall have the right to discuss agenda items, to motions and
resolutions, and vote on all matters coming before the Board.
 No member should vote on a motion in which he or she has a direct personal or
pecuniary interest.
 Dissenting and abstaining votes shall be recorded in the minutes of the board
meeting.
Voting Practices
 Closed Session
The board will act in closed session whenever the subject of the
discussion is highly confidential or sensitive. The board shall
have the option of asking staff as well as any observers to leave
the meeting area during a closed session.
Discussion will be only regarding the items on the closed session
agenda. Information discussed in closed session must remain
confidential.

What makes a quorum?
 According to Robert's Rules, A quorum is the minimal number of voting members of a
committee who must be present for valid transaction of business. For a chair to declare a
quorum, there must be participation by 51% of the voting committee members for a committee
meeting, and 51% for board of directors meetings.
 If a committee has 13 voting members, 7 must be present at the beginning of the
meeting/conference call. Once a quorum is established it must remain throughout the
meeting/conference call.
 Quorum and Voting. A majority of the whole number of Directors serving shall constitute a
quorum for the transaction of business at any meeting of the Directors. For purposes of any vote
of Directors, each Director shall have one vote, except as otherwise provided in these Bylaws.
However should any of those originally counted towards the quorum leave the meeting/
conference call, a member may request another call for a quorum. Once a quorum is
declared, the chair will call the meeting to order and request that any conflicts of interest be
declared.

Adjournment of Meetings (Part 1)
Robert's Rules for Adjourning a Meeting
Who doesn't love to hear, "I declare the meeting adjourned!"? The Robert's Rules motion for
adjourning a meeting is simple but essential for almost every meeting.
Situations in which adjournment can take place without a motion are:
 When the hour adopted for adjournment has arrived. The chair announces the fact, and unless you
or someone else is pretty quick to move to set aside the orders of the day, the meeting may be
adjourned by declaration.
 When you reach the end of the agenda. The chair may just ask whether there's any more
business; if you don't speak up to make that motion you've been thinking about, and if no one else
speaks up, the presiding officer can declare the meeting adjourned.
 Another instance in which adjournment doesn't need a motion is when some emergency or
immediate danger makes hanging around for a vote a really knuckle-headed thing to do. For
example, if there's a fire, your presiding officer should just break the glass to set off the alarm,
and then declare the meeting adjourned to meet again at the call of the chair.
A meeting isn't adjourned until the chair declares it
adjourned, no matter how loud the "ayes" ring out
when the vote is taken.
Continue

 Adjourn now: "Mr. President, I move to adjourn." Adoption of the
motion closes the meeting.
 This form of adjourn is the only way in which the motion may be used
as a privileged motion (meaning it can be made while other business
is pending).
 Adjourn to continue the meeting later: "Mr. President, I move to
adjourn to meet again tomorrow at 8 a.m." This form sets up a
continuation of the current meeting.
 Adjourn sine die (without day): "Mr. Chairman, I move to adjourn
sine die."
 This form adjourns the assembly completely and is used to end the
final meeting of a convention of delegates.
 The privileged motion to adjourn
 Can't interrupt a speaker who has the floor.
 Must be seconded.
 Can't be debated. (However, if the motion specifies when
adjournment will occur or sets a future time to which the group will
adjourn as a continuation of the current meeting, that aspect of the
motion can be amended and debated.)
 Can't be amended.
 Must have a majority vote.
 Can't be reconsidered, but can be renewed if any business has gone
forward after a motion to adjourn has failed.
• Although the second two forms are
not privileged (meaning they're only in order as main
motions and can only be made when no other
business is pending), the rules of procedure are
otherwise the same.
• Between the time the motion to adjourn is adopted
and the chair declares the meeting adjourned, any
one or more of the following actions are permitted and
in order:
• Providing information about business requiring
attention before adjournment
• Making important announcements
• Giving notice of a motion to reconsider a vote that
took place at the meeting
• Moving to reconsider and enter on the minutes in
connection with a vote that took place at the meeting
• Giving notice for any future motion that requires
previous notice to be given at a meeting
• Moving to set the time for an adjourned meeting
Adjournment of Meetings (Part 2)
Robert's Rules for Adjourning a Meeting

Emergency Meetings
76
 How Convened. Emergency meetings of the Board may be called by the chair if there is a bona fide emergency, or in the
absence of the chair, by the vice-chair. In the absence of both the chair and vice-chair, an emergency meeting may be
called by another officer, or by the President/CEO.
 Notice. Twenty four (24) hours notice of an emergency meeting shall be given to each member of the Board and to the
public. If after reasonable diligence, it is impossible to give notice to each member or because of the nature of the
emergency it is impossible to let twenty-four (24) hours lapse before the meeting, such failure shall not affect the legality of
the meeting if a quorum is in attendance.
 Agenda. If possible, said notice is to be accompanied by an agenda specifying the subject(s) of the emergency meeting;
if not possible, the agenda shall be distributed at the meeting. Only those subject(s) appearing on the emergency meeting
agenda may be discussed at that meeting; however, the annual budget shall not be approved at an emergency meeting.
 Time and Location. The date, time and location of the emergency meeting shall be determined by the chair, vice chair,
officer or President/CEO, as appropriate.
 Minutes. The minutes of each emergency meeting shall show the manner and method by which notice of the
emergency meeting was given to each member or shall show a waiver of notice.
 Ratification. Any action taken at an emergency meeting shall be ratified by the Board at the next regular or special
meeting.

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