JACK B. SIEGEL CHARITY GOVERNANCE CONSULTING LLC BOARD AND MANAGEMENT TRAINING

Transcription

1 JACK B. SIEGEL CHARITY GOVERNANCE CONSULTING LLC BOARD AND MANAGEMENT TRAINING Jack Siegel offers board and executive training in nonprofit governance through Charity Governance Consulting LLC. APPROACH: Jack is a lawyer and a CPA, but he approaches all of the topics he covers from a management and practical viewpoint. Board and nonprofit executives don t need to know the legal doctrine underlying a major Supreme Court decision or the mechanics of double-entry bookkeeping. They do, however, need to know how to make decisions based on financial reports. They, as just one example, must also know the basic steps that they should take in setting the executive director s compensation without running afoul of tax rules or state regulatory requirements. Jack has a national reputation for his ability to draw practical lessons from court rulings, legal disputes, regulatory investigations, and current developments in the nonprofit sector. Jack publishes two or three case studies each week on his blog. With well over 500 cases to date, Jack has developed a database of cases that he draws from for his presentations. As a consequence, Jack s presentations are rooted in what is actually happening in the nonprofit world and the very real problems that other nonprofits have experienced. Jack s audiences learn from the mistakes that other organizations have made. MECHANICS: Jack has assembled 1,500 PowerPoint slides that he draws from when putting together a presentation. Many of these slides contain diagrams in a continuing effort to avoid text-based slides. Jack tends to speak extemporaneously rather than relying on a point-by-point progression through the slides. He has assembled the slides because audiences now expect visuals and they do serve as an outline that each audience member can take back to the office. Jack provides a pdf version of his slides and supplemental material to the conference or meeting organizations. He grants them a onetime license to distribute these materials (at their expense) in paper form to each registered conference or meeting participant. Further redistribution of the material is prohibited. Jack asks that the organization provide a projector, but he brings his own laptop. He prefers a lavalier wireless microphone and does not like podiums, which he believes create a barrier between himself and the audience. Except for the projector, Jack is more than willing to work with the resources that are readily available to the organization. GENERAL BACKGROUND: Jack is an attorney (Illinois and Wisconsin) and CPA (Wisconsin), holding an LLM in Taxation from New York University and a Masters of

2 Jack B. Siegel Page 2 of 7 Management from Northwestern University s Kellogg School of Management. Jack currently provides consulting services to nonprofits through Charity Governance Consulting LLC. He focuses on board and staff training, governance, financial management, record retention, and special projects. Jack has previously practiced law as a partner in the tax department of a major American law firm, served as assistant general counsel to a nonprofit low-income housing tax credit syndicator, and developed computer-based training software for lawyers, financial professionals, and nonprofits. Jack is the author of A DESKTOP GUIDE FOR NONPROFIT DIRECTORS, OFFICERS, AND ADVISORS: AVOIDING TROUBLE WHILE DOING GOOD (Wiley 2006), a comprehensive 744-page book addressing the legal, financial, tax, regulatory, and governance issues facing nonprofit boards and senior officers. He also maintains a highly-regarded blog, accessible at Jack is a frequent speaker and lecturer at nonprofit conferences throughout the United States. PUBLIC SPEAKING BACKGROUND: Jack has been an active public speaker for the last 23 years. He has spoken to audiences as small as five people and to groups numbering over 750. Jack has developed innovative learning experiences, including role playing, simulations, and Phil Donahue-style group discussions. Jack has conducted allday seminars for the AICPA, presented at American Bar Association Tax Section meetings, developed and presented an all-day conference on nonprofits and political activity as part of a series of emerging issues conferences sponsored jointly by Harvard University s Hauser Center and the Urban Institute, served as the keynote speaker for the National Association of Attorneys General National Association of State Charity Officials annual conference, and taught governance best practices to Singapore regulators and charity officials. Jack is a frequent source for members of the national media. He has also appeared on television and radio. CONTACT INFORMATION: Jack and Charity Governance Consulting LLC are located in Chicago, Illinois. Telephone: jbsiegel@charitygovernance.com Web site: CORE PRESENTATION: Jack prefers to work with groups using a four to seven hour block of time. Jack frequently speaks at conferences as part of one-hour panels. He has found that these short sessions tend to be good for touching on basic issues, but do not permit him to address the specifics in detail. Jack s Core Presentation and three Supplemental Presentations are described in the Appendix to this overview.

3 Jack B. Siegel Page 3 of 7 OTHER TOPICS: Jack currently teaches the law course in Spertus College s Master of Science in Nonprofit Management program. He has also spoken on a wide-variety of specialized topics. Consequently, Jack is in a position to speak to groups on a number of other topics outside of his Core and Supplemental Presentations, including lobbying and advocacy by nonprofits, legal aspects of special events, basic employment law, and virtually any topic pertaining to taxation. During the next several months, Jack is scheduled to make several presentations on the new Form 990 and the steps tax-exempt entities should be taking now to deal with this massive overhaul of the tax return and disclosure filing. CUSTOMIZATION: As should be apparent, Jack can customize his presentations to meet the needs of any organization or group. Jack recently spoke in Singapore concerning best governance practices. Jack customized his presentation to incorporate recent Singapore governance legislation and a semi-voluntary set of best practices guidelines issued by an advisory group to the government. Jack has also recently developed twelve case studies for an organization that advises social services agencies throughout the country. Jack will be presenting those case studies in a three-hour workshop this June. FEE AND EXPENSE REIMBURSEMENTS: Jack bases his rate on the length of the presentation and the amount of customization required. He speaks throughout the country, which often requires travel by air. From his standpoint, that means that a fullday presentation is not much different than an hour or half-day presentation in terms of the time commitment required to make the presentation (excluding prep time). Consequently, organizations receive more value for their dollar by using Jack for a fullday rather than a half-day or two-hour presentation. In addition to a fee, Jack requires reimbursement for reasonable travel expenses. He flies coach and works to keep his out-of-pocket expenses down.

4 APPENDIX JACK SIEGEL S CORE AND SUPPLEMENTAL PRESENTATIONS Jack s core presentation covers the following topics and it can be adapted to various time allotments: A. The Current Landscape 1. Regulatory developments 2. Recent legislation 3. Proposals currently being considered by policymakers B. The Board s and Management s Role 1. Review of the various models 2. Common mistakes 3. Case study: The partnership between the board and management C. Board Basics 1. Member qualifications and skills 2. Member orientation 3. Optimal board size 4. Board member terms, removal, and resignation 5. Board access to information 6. Board committees a. Recommended committees b. Role of each committee 7. Conducting the board meeting Part I, model agenda and decorum 8. Conducting the board meeting Part 2, medium a. A note about open meeting laws (these do apply to some nonprofits, but not to most) b. Meetings by consent resolution when appropriate c. Tele-conference meetings d. meetings e. Internet meetings D. Board Minutes 1. Content 2. Purposes 3. Specificity a. Pros b. Cons 4. Meeting minutes exercise

5 Jack B. Siegel Page 5 of 7 E. Board Duties 1. Legal duties 5 minutes 2. Specific duties a. Adhering to process b. Implementing and monitoring policies and procedures i. Overseeing finances. Mentioned at this point in the Core Presentation, but developed as a two to three hour presentation if desired See below c. Hiring and evaluating key executives d. Setting compensation i. State law requirements ii. Tax law requirements iii. A suggested process iv. Common pitfalls e. Overseeing core risks f. Protecting subsidies and tax-exempt status F. Key Policies 1. Conflicts-of-interest policies a. Why and the benefits b. Content c. Identifying and addressing six common conflicts of interest 2. Whistleblower policies a. Why and the benefits b. Content c. Alternative systems i. Internal reporting ii. Third-party hotlines 3. Gift-acceptance policies See below 4. Investment policies 5. Record retention See below G. Director and Officer Liability Optional 1. Liability a. State liability shields b. Volunteer Protection Act 2. Indemnification 3. D & O Insurance a. Pricing b. Key clauses

6 Jack B. Siegel Page 6 of 7 Jack offers the following supplemental presentations. Depending on the preferences of the organization, Jack can add these at the end of his Core Presentation or integrate them with that presentation. A. Supplemental Presentation I Financial Oversight (Ninety minutes to three hours) 1. Why mission people and non-financial experts should be interested and attentive to organizational finances 2. Reading nonprofit financial statements (Taught largely by examining a set of financial statements for a large nonprofit organization) a. The three basic statements and two supplemental disclosures b. Accounting policies unique to nonprofits c. The auditor s opinion and management letter d. Using ratios and metrics to simplify the analysis 3. Fraud and financial mismanagement a. Fraud statistics and survey i. The numbers ii. The lessons b. Motivating factors c. Internal controls 5 minutes of theory d. Specific steps and controls that can be used to reduce fraud or detect it sooner. Depending on time, one of two options is available i. An examination of each type of asset and how to protect them (longer version) ii. Ten essential financial controls that ever non-profit should implement (shorter version) 4. Grant administration from the board s viewpoint focus is on federal and state requirements a. Importance b. Ten common errors 5. Budgeting a. Basics b. Example used to highlight the issues and potential pitfalls B. Supplemental Presentation II The Law of Fundraising Getting It Without Losing It (One to two hours) 1. Two basic types a. Retail b. Wholesale 2. Retail or small donors a. Charitable class and funds that help specific people or disaster victims b. Truth in solicitation and the consequences of shading the facts

7 Jack B. Siegel Page 7 of 7 c. Affinity memberships d. Form 990, disclosure, and charity watchdog groups 3. Wholesale or large donors a. Working with lawyers b. Pledges i. Legally enforceable? ii. Steps to protect the charity and prevent disappointment c. Naming rights i. Protecting the charity ii. Agreement terms d. Restricted gifts i. The state of the law ii. A philosophy iii. Preventing problems down the road iv. What to do when problems arise 4. Gift-acceptance policies a. Why b. Content i. Type of assets ii. Approval iii. Recognition iv. Spending rates 5. Working with donors 6. Charitable solicitation laws (optional) C. Supplemental Presentation III Record retention policies (An hour to an hour and half) 1. Two truisms 2. Reasons to develop 3. Policy versus retention schedules 4. Nine elements of an effective policy 5. Electronic records and a. Privacy b. Employee handbooks