Northeastern University Sport in Society

Transcription

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2 Northeastern University Sport in Society 2

3 Nonprofit Fundamentals: Getting the Most Out of Your Nonprofit Board Rick J. Arrowood, J.D. March 6,

4 Today s Lecture Overview Legal duties and tax exemption Governance roles of nonprofit boards Board recruitment and retention Climate and culture setting the stage for a positive environment The NPM Program and Research initiatives 4

5 Legal Duties (State) Duty of Care Attendance, review of minutes and written materials, periodic meetings with senior staff, review of financial statements, informed decision making, opportunities for debate and deliberations, etc.) Duty of Loyalty Putting aside personal interests, avoiding conflict of interests (including perception of), making decisions objectively, avoiding use of board position to gain favor for self or other (s), not harming corporation Duty of Obedience Obeying the law, carrying out purpose and fulfilling wishes of donors 5

6 Tax Exempt Status (Federal) Avoid Private Benefit Excessive or substantial benefit to any individual or organization Avoid Inurement No part of net earning may benefit a private individual Avoid Excessive Lobbying Occurs when a substantial part of the activities of an organization is to influence legislation Avoid Excessive Unrelated Business Income Avoid Political Campaign Intervention Occurs when an activity involves directly or indirectly intervening in any political campaign on behalf of or in opposition to any candidate for elective office 6

7 What are the Roles of a Board of Directors? This framework was developed by McKinsey & Company is based on findings from report: The Dynamic Nonprofit Board: Lessons from High-performing Nonprofits

8 Governance Roles Board Development (identification, cultivation, selection, onboarding, evaluation, recognition) Board Skill Set Development (leaders, door openers/doers/givers, fulfill competencies gaps, networked, networthed, effective understanding of governance) Board Leadership and Committees (operate using shared strategic plan, inclusive, diverse, ongoing cultivation, SMART) 8

9 Governance Roles Board Education (at meetings, in community) Board Financial Contributions ( give, get or get off or top three giving ) Board Diversity (diversity plan, inclusion, types of diversity) Board oversight of Technology 9

10 Governance Roles Board to review Bylaws and Committee Descriptions Board Financial & Legal (asset protection, budgeting, investments, contractual obligations, risk management, HRM, etc.) Board/CEO (compensation, policy implementation, timely communication to board, organizational encumbrances, consistency, authority, etc.) 10

11 Designing a Governance Board Ask to what extent are these concepts embedded in policy External Visioning Integrity/Truthfulness Diversity POVs Strategically Led Constructive Styles Inward Thinking Group Think Domineering Administratively Driven Passive/Defensive or Aggressive/Defensive 11

12 Policy Example (Executive Limitations) With respect to the treatment of staff and volunteers, the CEO may not cause or allow conditions which are unfair, undignified or disrespectful. Accordingly, he or she may not: 1. Operate without written personnel policies, as deemed appropriate that clarify personnel rules for staff. 2. Cause of allow discrimination based on, but not limited to, race, gender, ethnicity, religion, national origin, age, sexual orientation, or disability. source: CFP 12

13 What Role Do Commi5ees Have? Commi%ees recommend; Board decides Assists in the work of the organiza8on (not the direc8on) Limited in scope Board members (and prospec8ve members) serve on commi%ees that match interests/passions

14 How Does the Board- CEO Partnership Work? Board takes the lead: Ar8culates the guiding values through policies that put the mission into ac8on. Hires, supports and evaluates the Execu8ve Director. Monitors fiscal management, approves budget and hires annual auditor. Selects, recruits and orients new board members. Opens doors for fundraising. Chief ExecuCve takes the lead: Develops and proposes policy ques8ons for the board s considera8on.

15 What are Staff Roles? Implement Strategic Plan Establish tasks to achieve objec8ves of strategic plan Manage day- to- day opera8ons including other staff Assist commi%ees in budget prepara8on, audit, human resources, events, development, etc. Provide board with necessary informa8on

16 Structuring a Shared Partnership Board and CEO share the lead: Developing a strategic plan and budget. Crea8ng a fundraising plan and strategies. Ini8a8ng and implemen8ng periodic organiza8onal evalua8ons. Preparing for board mee8ngs.

17 Board Chair/President Fosters accountability peer to peer Works with ED to set agenda and acts as liaison between staff and board Sets tone and expecta8ons for board Facilitates mee8ngs Can ask a board member to perform a par8cular task/ask for board member contribu8on

18 Other Board Officers Secretary/Clerk (required by law)- Ensures effec8ve records management (e.g. minutes), familiar with legal documents (such as by- laws) to note applicability during mee8ngs Treasurer (required by law)- Manages finances of the organiza8on Vice Chair (op8onal)- Typically successor to the Chair posi8on, chairs mee8ngs in Chair s absence

19 Board Recruitment and Retention First step: Getting your house in order Second step: Educate, educate, educate Third step: Approach based on what someone will bring to the board not take away from being on the board Fourth Step: Set expectations Fifth Step: Hold members accountable 19

20 Board Building Climate How d we get here, what empower us? What do we see (welcoming? prep materials? meeting arrangement? name tags?) Culture What are our shared set of assumptions, beliefs and values? Positive environment/sense of belonging/team building Recognition, reward and respect 20

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22 Topic/category Boiler plate available Nonprofit specific Organization Overview Description of mission, history and programs Articles of incorporation Organizational Chart Roles and Responsibilities Board member job descriptions Individual board members agreements Committee and chairperson descriptions and responsibilities Bylaws

23 Topic/category Boiler plate available Nonprofit specific Policies Financials & Development PR/Marketing Finance/Investment Policy Conflict of Interest Policy Whistleblower Protection Policy Document Retention Policy Copy of Liability/ Directors Insurance Policy Current FY operating budget Most recent 990 Development strategy Brochures, promotional materials, and press clippings Marketing plan (if applicable)

24 Nothing contained in this power point or in-person lecture is intended to provide legal, financial or tax advice Rick J. Arrowood, J.D., Teaching Professor, Northeastern University, College of Professional Studies Please contact me at to obtain permission to reprint or distribute this presentation. 24