Nuts-and-Bolts Guide to Developing and Operating



Board Policies from

“Field Guide to Developing, Operating and Restoring

Your Nonprofit Board”

Published by Authenticity Consulting, LLC, Minneapolis, MN

The policies are in regard to how Board members prefer to operate when governing the nonprofit – they are not personnel policies about how to hire, manage and fire staff members, nor are they operational policies about how to conduct day-to-day activities in the organization. They are listed generally in the order in which they might be used when staffing and developing Board members. Note that By Laws is a type of Board policy, but is too large to include in this set of policies.

1. Sample Board Job Descriptions (Board member and major officers)

2. Sample Executive Director Job Description

3. Sample Annual Calendar of Board Activities

4. Sample Board and Staff Roles

5. Sample Board Committee Charter

6. Sample Board Staffing Checklist

7. Sample Board Member Recruitment Grid

8. Sample Board Member Application Form

9. Sample Board Member Ethics Policy

10. Sample Board Member Conflict-of-Interest Policy

11. Sample Board Member Contract

12. Sample Board Decision-Making Policy

13. Sample Executive Director Evaluation Form

14. Sample Board Self-Evaluation Form

15. Sample Board Member Self-Evaluation Form

16. Sample Board Member Attendance Policy

17. Sample Board Media Relations Policy

18. Sample Whistleblower Policy

19. Sample Document Destruction and Retention Policy

There are other documents or topics that could be considered Board policies, many of which typically are paragraphs in By Laws, for example, Board membership, Board elections, Annual Meeting, terms of quorum, terms of voting, and delegation to the CEO.

Right to Use

The reader or organization that purchased the book Field Guide to Developing, Operating and Restoring Your Nonprofit Board has the right to download and use the policies within their organization, preserving the copyright notice at the bottom of each worksheet. Each policy should be modified to suit the nature and needs of the organization. The policies should not be modified for re-sale. Use of these materials in any other way is a violation of U.S. Copyright Law. This on-line version of the policies is provided, as is, without any kind of warranty, expressed or implied. Authenticity Consulting, LLC, assumes no liability for any alleged or actual damages from use of the policies.

The Field Guide to Developing, Operating and Restoring Your Nonprofit Board is available from . Click on “Publications” at that Website.

Sample Board Job Descriptions

[Name of Agency]

Board of Directors Job Description

Title: Board Member

Term: Three years

Responsible to: Responsible to entire Board, reports to Board Chair

General Responsibilities:

1. Overall governance of agency by establishing and monitoring policies and programs and supporting development and effectiveness of Board of Directors.

2. Establish strategic purpose and direction for agency by participating in regular strategic planning and monitoring performance toward plan’s results.

3. Supervision of Chief Executive by hiring Chief Executive and monitoring performance toward Chief Executive’s general responsibilities and yearly objectives.

4. Fundraising by fundraising planning and participation to secure necessary resources to support operations, programs and services.

5. Represent agency and its programs and services to stakeholders, including community, funders and clients.

6. Ensure financial health of agency through conformance to up-to-date fiscal policies and procedures and through ongoing analysis of financial reports.

7. Ensure effective performance of agency’s programs through ongoing program planning and evaluation.

8. Ensure conformance to federal, state, local and agency policies and procedures.

Specific Duties:

1. Is a member of the Board.

2. Builds collegial working relationship that contributes to consensus.

3. Contributes financially to the nonprofit.

4. Regularly attends Board meetings and important related meetings.

5. Makes serious commitment to participate actively in Board and committee work.

6. Volunteers for and willingly accepts assignments and completes them thoroughly and on time.

7. Stays informed about Board policies and committee matters, prepares themselves well for meetings, and reviews and comments on minutes and reports.

[Name of Agency]

Board of Directors Job Description

Title: Board Chair

Term: Three years

Responsible to: Board of Directors

Specific Duties: (in addition to the “General Responsibilities” and “Specific Duties”

listed in the job description of Board Member)

1. Provides leadership to the Board of Directors who sets policy and to whom the Chief Executive is accountable.

2. Chairs the meetings of the Board after developing the agenda with the Chief Executive.

3. Ensures Board's leading role in strategic planning.

4. Ensures ongoing financial planning and financial reports.

5. Along with other Board members, plays a leading role in fundraising activities.

6. Appoints the Chairpersons of committees, in consultation with other Board members.

7. Serves ex officio as a member of committees and attends their meetings when invited.

8. Leads discussions with the Chief Executive regarding any issues of concern to the Board.

9. Leads regular, formal evaluation of the performance of the Chief Executive and informally evaluates the effectiveness of the Board members.

10. Discusses issues confronting the organization with the Chief Executive, and shares recommendations with the Board.

11. Helps guide and mediate Board actions with respect to organizational priorities and governance concerns.

12. Leads evaluation annually of the performance of the organization in achieving its mission.

13. Performs other responsibilities assigned by the Board.

[Name of Agency]

Board of Directors Job Description

Title: Vice Chair

Term: Three years

Responsible to: Responsible to entire Board, reports to Board Chair

Specific Duties:

(in addition to the “General Responsibilities” and “Specific Duties” listed in the job description of Board Member)

1. Serves as successor to the Chair position.

2. Performs Chair responsibilities when the Chair cannot be available.

3. Works closely with the Chair, Chief Executive and other staff.

4. Participates closely with the Chair to develop and implement officer transition plans.

5. Performs other responsibilities as assigned by the Board.

[Name of Agency]

Board of Directors Job Description

Title: Committee Chair

Term: Three years

Responsible to: Responsible to entire Board, reports to Board Chair

Specific Duties:

(in addition to the “General Responsibilities” and “Specific Duties” listed in the job description of Board Member)

1. Ensure their committee has clear charge that is consistent with goals and preferences of Board and is fully understood by each committee member.

2. Assigns work to the committee members, sets the committee agenda, facilitates the meetings, and ensures distribution of meeting minutes to full Board.

3. Ensures committee members have the resources and information needed to do their jobs as committee members.

4. Works closely with the Board Chair, Chief Executive and other staff as agreed to by the Board and Chief Executive.

5. Sets the tone for committee work that is purposeful, complete and timely.

6. Reports to the full Board on committee's decisions and recommendations.

7. Initiates and leads the committee's annual evaluation for standing committees or final evaluation for ad hoc committees.

[Name of Agency]

Board of Directors Job Description

Title: Secretary

Term: Three years

Responsible to: Responsible to entire Board, reports to Board Chair

Specific Duties:

(in addition to the “General Responsibilities” and “Specific Duties” listed in the job description of Board Member)

1. Maintains all major documents and records of the Board and ensures their effective management, retention and protection.

2. Is sufficiently familiar with major documents and records, for example, Articles of Incorporation, By Laws, Board Policies, Board Resolutions, etc. Reminds Board members of applicability of documents during Board operations.

3. Develops, manages and distributes written meeting minutes of Board meetings.

4. Ensures collection of meeting minutes from committee meetings.

5. Ensures review and approval of all meeting minutes.

[Name of Agency]

Board of Directors Job Description

Title: Treasurer

Term: Three years

Responsible to: Responsible to entire Board, reports to Board Chair

Specific Duties:

(in addition to the “General Responsibilities” and “Specific Duties” listed in the job description of Board Member)

1. Oversees the management of the finances of the organization as approved and reviewed by the Board and managed by Chief Executive.

2. Serves as Chair of the Finance Committee.

3. With the Chief Executive, administrates fiscal matters of the organization.

4. Provides annual budget to the Board for members' approval (often develops the budget with the Chief Executive and staff).

5. Responds to annual audit, and ensures audit issues and recommendations are fully addressed.

6. Ensures development and Board review of up-to-date financial policies and procedures.

7. Ensures financial policies and procedures are adhered to by Board and staff.

8. Ensures all Board members have sufficient understanding of analysis of finances in order to produce judicious decisions about finances and their effects.

Sample Executive Director Job Description

Job Description: Chief Executive Officer

Title: Chief Executive

Responsible to: Board of Directors

Functions:

1. To implement the strategic goals and objectives of the organization.

2. With the Chair, enable the Board to fulfill its governance function.

3. To give direction and leadership toward the achievement of the organization's philosophy, mission, strategy, and its annual goals and objectives.

Major Functions/Accountabilities:

1. Board Administration and Support – Supports operations and administration of Board by advising and informing Board members, interfacing between Board and staff, and supporting Board's evaluation of Chief Executive.

2. Program, Product and Service Delivery – Oversees design, marketing, promotion, delivery and quality of programs, products and services, especially to ensure they are verified to be meet specific needs in the community.

3. Financial, Tax, Risk and Facilities Management – Recommends yearly budget for Board approval and prudently manages organization's resources within those budget guidelines according to current laws and regulations.

4. Human Resource Management – Effectively manages the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations.

5. Community and Public Relations – Ensures that the organization and its mission, programs, and services are consistently presented in strong, positive image to relevant stakeholders; also ensures all major stakeholders have strong input to strategic and program planning.

6. Fundraising – Supports the Board in its fundraising planning and implementation, including to identify resource requirements, research funding sources, establish strategies to approach funders, submit proposals, and administrate fundraising records and documentation.

Sample Annual Calendar of Board Activities

| |Yearly Board Activity |Suggested Timing |

| |Fiscal year begins (assumes fiscal year beginning January 1) |January (fiscal-year timing is often specified in the By Laws |

| | |and fiscal policies) |

| |Conduct Board Self-Evaluation (do once a year and in preparation|March-April (do shortly before evaluating Chief Executive) |

| |for first Board retreat, might be twice per year) | |

| |Evaluate Chief Executive (reference his or her progress towards |April-May (do shortly after completion of last fiscal year) |

| |last fiscal year's goals and job description) | |

| |Review and update By Laws, Board policies, insurances, personnel|April-June (do concurrent to Board and chief evaluations) |

| |policies and Board staffing policies | |

| |Conduct first Board retreat (team building, address Board |April |

| |self-evaluation results, begin strategic planning, etc.) | |

| |Begin recruiting new Board members |April-May (in time for June/July elections) |

| |Conduct strategic planning to produce organizational goals and |May-June-July (start planning in time for setting mission, |

| |resources need to reach goals |vision, values, issues, goals, strategies, resource needs, |

| | |funding needs, and getting funds before start of next fiscal |

| | |year) |

| |Develop slate for potential new Board members |June-July (per By Laws) |

| |Establish Chief Executive's goals for next year (as produced |August (as organizational goals are realized from planning) |

| |from strategic planning) | |

| |Hold annual meeting and elect new Board members |July (per By Laws) |

| |Draft next year's budget (based on resources needed to reach new|July-August-September |

| |strategic goals) | |

| |Develop fundraising plan (with primary goals to get funds needed|July-August-September |

| |for budget) | |

| |Conduct second Board retreat (address Board |August (in time to orient new Board members soon after they |

| |orientation/training, review Board/staff roles, re-organize or |join the Board) |

| |form new committees based on strategic goals, develop committee | |

| |work plans, update Board operations calendar, review planning | |

| |status, etc.) | |

| |Conduct fundraising plan (primarily to meet fundraising goals) |August-December |

| |Implement strategic plan, including to achieve goals and |Ongoing |

| |objectives according to deadlines in the action plans of the | |

| |overall strategic plan | |

Sample Comparison of Board and Staff Roles

The following table is adapted from James M. Hardy, Developing Dynamic Boards (Essex Press, 1990). The nature of the extent of separation between Board and staff, if at all, depends very much on the particular Board model that members prefer. The primary responsibilities of Board and staff ultimately depend on the priorities, culture and life cycle of the nonprofit. The following suggestions might be useful to consider and change as needed.

|Activities |Primary Responsibility |

|Organizational Planning | |

| Drive the process of strategic and organizational planning |Board |

| Provide input to mission and long range goals |Joint |

| Approve mission and long range, strategic goals |Board |

| Develop action plans (who does what and when) to achieve long-range goals |Staff |

| Approve action plans (e.g., in an annual Operating Plan) |Board |

| Implement action plans to achieve long-range goals (Board via committee work plans) |Joint |

| Follow-up to insure achievement of major goals and objectives |Board |

|Board of Directors | |

| Select new Board members |Board |

| Orient, train and organize members into committees |Board |

| Promote attendance at Board/committee meetings |Board |

| Plan agenda for Board meetings (joint with Board Chair and Exec. Dir.) |Joint |

| Take minutes at Board meetings (Board Secretary) |Board |

|Programs | |

| Assess stakeholder (customers, community, member, etc.) needs |Joint |

| Suggest program clients, outcomes, goals, etc. |Joint |

| Approve program outcomes and goals |Board |

| Ensure evaluation of products, services and programs |Board |

| Evaluate products, services and programs |Staff |

| Maintain program records; prepare program reports |Staff |

|Financial management | |

| Prepare preliminary annual budget |Staff |

| Finalize and approve annual budget |Board |

| Approve major expenditures outside authorized budget |Board |

| Ensure annual audit of organization accounts |Board |

| Ensure that expenditures are within budget during the year |Joint |

|Fundraising | |

| Establish fundraising goals (amounts / goals to be raised) |Board |

| Solicit contributions in fundraising campaigns |Joint |

| Organize fundraising campaigns |Joint |

| Manage grants (reporting, etc.) |Staff |

|Personnel Activities (staff and volunteers) | |

| Employ and supervise Chief Executive (Exec. Dir.) |Board |

| Decision to add general staff roles and / or volunteer roles |Staff |

| Select / train general staff and / or volunteers |Staff |

| Direct work of the general staff and /or volunteers |Staff |

|Public / Community Relations Activities | |

| Present / describe organization to community |Joint |

| Write descriptions of organization (newsletters, Web, etc.) |Staff |

Sample Board Committee Charter (Board Development)

Purpose and Scope of Responsibility of Committee

Committee is a standing committee that provides guidance, oversight and support to ensure high-quality operations of the Board, including all officers, members and Committees. The Committee does not drive the car, that is, the Committee does not do the Board’s job. Rather the Committee makes sure that car runs well and gets good maintenance, that is, the Committee makes sure that the Board gets good members, organizes active Committees, meetings are highly focused, etc.

Committee Organization and Reporting Structure

▪ Committee reports to the Board Chair.

▪ The Board Chair and Board Executive Committee will regularly monitor and ensure that the Board Development Committee achieves its goals and objectives.

▪ Committee makes recommendations to the full Board for Board’s review and approval. (The Committee does not make final decisions for the Board.)

▪ A Committee Chair who is also a member of the Board leads Committee.

▪ Committee provides written reports about its meetings, recommendations and actions to the entire Board on a regular basis.

▪ Committee includes at least two members of the Board.

▪ Membership of the Committee is selected on an annual basis.

▪ Goals of the Committee are in accordance with the most recent Strategic Plan.

▪ Budget of resources for the Committee are allocated near the end of the fiscal year, soon after finalizing the organization’s overall operating budget.

Goals of the Board Development Committee for 2009

The Committee’s goals and objectives, along with start and stop dates for each objective, will comprise the Committee’s “work plan,” which will be approved by the full Board.

1. Ensure new Board systems (charters, job descriptions, etc.) incorporated into Board operations.

2. Ensure Board is fully resourced to govern the organization.

3. Ensure full participation and dedication of all Board members.

4. Ensure all Board meetings are highly-focused and strategic.

5. Ensure Board leadership rigorously coordinates Board activities.

6. Ensure continuous improvement of Board.

For an example of objectives associated with goals in a charter, see “Goals and Objectives for Board Development Committee” Error! Bookmark not defined..

Sample Board Staffing Checklist (Board Renewal Cycle)

There are different perspectives and approaches to staffing a Board of Directors, that is, getting and developing members of the Board. Common perspectives are:

▪ Functional staffing: to gain expertise needed to establish and achieve current strategic goals.

▪ Diversification staffing: to achieve a wide diversity of values and perspectives.

▪ Representative staffing: to represent the major constituents of the organization.

▪ Passion-driven staffing: to gather members who have strong passion for the mission.

Board members also must have the time, energy and assignments to actively participate in the Board. To ensure that the staffing and engagement of their Board are conducted effectively, the Board of Directors of a nonprofit organization might use the following checklist.

|Activity |Responsibility |

|Based on approach to staffing (functional, representative and/or diversification), develop slate|Board Development Cmte |

|of new potential Board members during the year. | |

|Distribute applications to each potential new Board member. Tell each person why you are |Board Development Cmte |

|interested in his/her expertise. | |

|Receive applications from each potential Board member. |Board Development Cmte |

|Board votes to select new Board members for open positions (or members are elected by general |Board |

|members, e.g., in an association). | |

|Call the selected Board members to welcome them. |Board Chair |

|Receive letter of acceptance from each elected Board member. |Board Development Cmte |

|Provide Board manual (with Board policies, procedures, Bylaws, etc.) to each new member. |Board Development Cmte |

|Conduct orientation about agency for new Board members, e.g., its programs, members, etc. |Board Development Cmte |

|(Review info in the Board manual.) | |

|Conduct training about roles of any governing Board of Directors. (It is useful even for all |Board Development Cmte |

|Board members to attend.) | |

|Appoint new Board officers. (Reflect this in the minutes.) |Board |

|Organize new members into appropriate Board committee(s). |Board |

|Ensure that each committee has an up-to-date Work Plan that includes objectives and deadlines. |Board Development Cmte |

|(The best way to keep good Board members is to give them something specific to do by a certain | |

|deadline – that is the best way to get rid of deadwood members you do not want, too! So use | |

|Work Plans!) | |

|Issue new Board organization chart. |Board Development Cmte |

|Executive Committee monitors implementation of Work Plans during the year. (Act like you |Executive Committee |

|deserve an active Board!) | |

Sample Board Member Recruitment Grid

The following table might be useful to you to record features you need on your Board.

|Features |Current Board Members |Candidates |

|ID: (initials or code) | | |

Other skill(s) of yours that you would like to utilize? ___________________________________

______________________________________________________________________________

______________________________________________________________________________

What would you like to get for yourself out of your participation on the Board, e.g., what types of experiences, skills to develop, interests to cultivate for you, etc.? _____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

_____________________________________________________________________________

If you join the Board, you agree that you can provide at least 2-4 hours a month in attendance to Board and committee meetings, and that you do have any conflict of interest in participating on the Board.

Your signature: _____________________________________ Date:______________________

If you are not selected as a member of the Board, or if you decide not to join, would you like to be a volunteer to assist our organization in various ways that match your skills and interests?

|Yes |No |Perhaps |

Any other skill(s) of yours that you would like to utilize as a volunteer? ____________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

Sample Board Conflict-of-Interest Policy

Members of the Board of Directors will perform their roles and responsibilities and arrange their personal and professional affairs in such a manner that 1) public confidence and trust in our nonprofit is always maintained; and 2) Board members’ honesty, integrity, fairness and good faith are always apparent to themselves and others.

Purpose

1. Clarify concept of “conflict of interest”

2. Identify types of outside situations which might pose confict of interest

3. Provide disclosure and approval procedures to help Board members to report and deliberate about potential or actual conflict-of-interest situations

4. Provide guidelines for addressing actual conflict-of-interest situations

Definition of “Conflict of Interest”

One of the fiduciary responsibilities of a Board member is the duty of loyalty to the nonprofit organization that they serve. That duty requires that Board members disclose potential or actual conflict-of-interest situations. These are situations where a Board member might appear to be, or is actually, taking advantage of their role as a Board member for his/her own personal gain. These situations can compromise a Board member’s best judgment for the nonprofit when carrying out his/her roles and responsibilities as a Board member.

General Types of Situations That Pose Potential, or Actual, Conflict of Interest

The following two general situations are the primary examples of these types of situations:

1. Where decision-making roles and responsibilities regarding oneself, other organizations or other persons, about products, services and/or markets that might, or actually do, conflict or compete with those of the nonprofit organization.

2. Where a Board member might appear to be, or actually is, taking advantage of their role as a Board member to make specific Board decisions, the result of which will enhance the member’s personal financial situation.

Disclosure of Potential, or Actual, Conflict-of-Interest Situations

All Board members are responsible for disclosing potential, or actual, conflicts of interest. Disclosure shall include: the type of potential conflict, the nature of the activity or situation, description of major parties involved, potential financial interests and rewards for the Board member, any possible violations of laws and regulations and of our nonprofit’s plans and policies, and any other information which the Board member feels necessary in order for our Board to evaluate the disclosure.

Commitments of Each Board Member

1. Annually sign conflict-of-interest policy.

2. Report any apparent or real conflict of interest.

3. Excuse myself from any Board deliberations and decisions that might directly or indirectly benefit my family, my personal business or me.

4. Annually disclose to members the nature of my current business services or employment, and a list of organizations with which I am directly affiliated and/or have a financially vested interest.

5. Will not engage in a business relationship with another Board member or a staff member unless previously permitted by a majority of Board members.

Guidelines to Address Potential, or Actual, Conflict-of-Interest Situations

Upon full disclosure by the Board member:

1. Board members decide if there is a potential, or actual, conflict-of-interest situation by reaching at least 2/3’s majority vote of all Board members.

2. The Board member associated with the potential, or actual, conflict-of-interest situation can first pose a suitable response to the situation. Suitable responses might include:

a. Abstaining from Board decisions regarding the situation (for example, from a

Board vote to hire a consultant for a project to which the Board member wants to

apply).

b. Removal of the Board member from the situation (for example, to quit the roles

or association with another organization or person that shares products, services

or markets with a conflicting or competing organization).

c. To quit the Board of Directors of our nonprofit organization.

3. Board members select suitable response by reaching at least 2/3’s majority vote. It is ultimately up to the Board member to decide what he/she wants to do. However, inaction can be cause for dismissal from the Board.

4. Board discussion and voting results are recorded in the Board meeting minutes.

Sample Board Member Contract

I _________________________________ agree to serve as a member of the Board of Directors of [insert name of nonprofit]. I understand that my term of office begins _________ and last for three years, ending _____________.

As a member of the Board of Directors, I agree to:

1. Be legally responsible for the governance, operations and effects of the nonprofit.

2. Abide by the Articles of Incorporation, By Laws and Board policies.

3. Make an annual financial contribution and participate in fundraising efforts.

4. Attend 75% of all meetings of the Board, including special meetings, unless excused.

5. Participate in deliberations, decisions and actions of the Board and its committees.

6. Speak up when I disagree with any opinions or decisions of Board members.

7. Support, not publicly disagree, with decisions made by a quorum of members.

8. Report and avoid any apparent or real conflicts of interest.

9. Participate in short- and long-range planning activities.

10. Ensure effective fiscal controls and accountability.

11. Approve the annual budget.

12. Ensure our nonprofit’s operations meets all legal and corporate requirements.

I agree that if, at any time, I am unable to fulfill the commitments of a member of the Board of Directors of [insert name of nonprofit], I will give appropriate notice of resignation to the Board Chair.

Printed name: ___________________________________________________________

Signature: _______________________________________ Date: __________________

Sample Board Ethics Policy

Purpose

This policy is intended to guide toward the highly ethical behavior of each Board member in his/her roles and responsibilities as a Board member in our organization. All Board members receive a copy of this official policy and agree to adhere to the policy. The policy is reviewed once a year and maintained in each member’s Board Manual.

Adherence to Following Behaviors

As a Board member of [insert name of nonprofit], I will:

1. Know my roles and responsibilities as a member of the governing Board of Directors.

2. Do my best to be fully informed of the nonprofit’s operations that can have significant effect on fellow Board members, staff members and other stakeholders of our organization.

3. Always strive to contribute my best judgment in carrying out my role, including provision of opinions and information during Board deliberations and decisions.

4. Avoid conflict of interest in appearance or in application – my actions as a Board member will always be first and foremost for the benefit of our nonprofit organization.

5. Adhere to all of the Board policies that are oriented to me during Board orientation. These will be included in my Board Manual.

6. Not directly assign tasks to staff members, rather I will coordinate my suggestions for those tasks through the Board as a body, which can, in turn, assign the CEO to carry out the tasks as he/she desires.

7. Maintain confidentiality about all Board information that is deemed by members to be confidential, including that are generated and decided during closed sessions of the Board.

8. Follow the ground rules for Board meetings as formally agreed upon by fellow Board members.

9. Respect the values and perspectives of fellow Board members and staff members with whom I interact.

10. Represent the nonprofit in the most positive image when I am dealing with stakeholders our nonprofit.

11. Adhere to the decisions made by the Board – I will avoid public disagreement with decisions, recognizing that all Board members must “speak from one voice.”

Response to Unethical Behaviors

Determination of suspected or actual occurrence of any unethical behavior by a Board member will be decided by a simple majority (51%) vote of the Board. Any Board member can notify the Board of that type of behavior. Penalty for the behavior can be removal from the Board upon resolution passed by 2/3’s of the voting members.

Sample Board Decision-Making Policy

Presenting New Topics for Board Decision

1. Staff and/or Board members suggest a new topic and its associated required action (for example, for Board approval, disavowal, resolution, etc.).

2. The Board Chair and Executive Director put the topic on the Board agenda for the next Board meeting.

a. Otherwise, if the topic is suggested during a Board meeting and for that meeting’s agenda, a majority vote of the Board members is required to change that agenda for the current meeting.

b. Otherwise, the topic can be deferred to the next Board meeting, or assigned to a committee and/or staff member for further research before the next Board meeting, to prepare for a decision in that next meeting.

3. Background materials for the decision are provided to all Board members at least one week before the full Board meeting.

Procedure to Make Formal Board Decisions

1. The type of decision required from Board members about a topic is articulated on the Board agenda, for example, Board approval, Board disavowal, generate resolution, etc.

2. The amount of time to address the topic is associated with that time on the agenda.

3. Discussion and/or debate occurs in Board meeting.

4. Consensus is attempted within the time allotted for the topic.

5. If consensus cannot be achieved in a timely manner, then a simple majority vote is conducted among Board members. Decision outcome goes to the majority vote, as long as at least a quorum of the Board members participated in the vote.

6. The decision is documented in Board minutes for that Board meeting.

7. In the future, all Board members support the decision – they speak from “one voice.”

Sample Executive Director Evaluation Form

Sample Schedule to Evaluate Chief Executive

|Activity |Approx. # of months before start of |

| |next fiscal year |

|Conduct Board self-evaluation |10 |

|Evaluate the Chief Executive, by referencing his or her progress towards last fiscal year's |9 |

|organizational goals and responsibilities on their job description | |

|Hold Board retreat to address results of Board self-evaluation, conduct any team building and |8 |

|begin strategic planning | |

|Conduct strategic planning to produce organizational goals and identify resources needed to |7 |

|accomplish the goals | |

|Establish Chief Executive's goals for the next fiscal year, by referencing goals produced from|6 |

|strategic planning | |

|Establish next year's fundraising goals and budget by referencing resources needed to reach |6 |

|strategic goals | |

|Conduct fundraising to meet fundraising goals |6 |

|Fiscal year begins |0 |

General Guidelines When Evaluating Chief Executive

1. Be sure the process is fully documented in a procedure so the process is well understood and carried out consistently year-to-year. The procedure should be in conformance with up-to-date, Board-approved personnel policies and procedures.

2. If staff members are involved in evaluation of the Chief Executive, be sure this procedure is clearly specified and understood by the Chief Executive.

3. The evaluation should be administered by a Board committee, not by one Board member. Committees might be the Executive Committee, a Personnel Committee or an ad hoc committee.

4. All Board members should have input to the evaluation of the Chief Executive.

5. If the Board perceives the Chief Executive to have performance issues, then Board members can initiate an evaluation. However, do not initiate evaluations only when there are perceived issues – this is abusive. Be sure that conclusions about performance issues are based on observed behaviors of the Chief Executive, rather than on interpretations or speculations about the Chief Executive’s character or personality.

Sample Form to Evaluate Chief Executive: Guidelines

The following is one sample set of guidelines and a form that might be used by the Board to evaluate the Chief Executive. This sample should be customized to the particular culture and purpose of the nonprofit by modifying the performance criteria (in the following table) as appropriate for the organization, inserting those criteria in the table below, and conducting the evaluation using the updated table.

1. The Board should establish a policy for evaluating the Chief Executive and establish a current or ad hoc committee to carry out the evaluation.

2. The Board, working with the Chief Executive, should establish performance criteria and insert them in the following evaluation form. Criteria should come from the Chief Executive’s job description and any strategic goals from the most current strategic plan.

3. The Board then assigns specific weighting factors for each of the major categories below. Factors depend on what the Board believes should be priorities for the Chief Executive during the evaluation period. The factors should total 100%. Example weightings might be finances 15%, revenue 20%, human resources 15%, products/programs 20%, facilities 10%, planning and governance 20%.

4. Each Board member and the Chief Executive complete the evaluation form about the Chief Executive's performance during the evaluation period. Each criteria is ranked from 1-5, with 1=unsatisfactory, 2 = partially within expectations, 3=meets expectations, 4=exceeds expectations, and 5= far exceeds expectations. This numerical ranking system tends to give clear perspective more than commentary. Rankings with commentary are ideal.

5. Multiply each ranking by the category's weighting factor. Put the answer in the score column.

6. On a separate sheet of paper, provide any commentary that addresses rankings lower than 3. Consider adding commentary for high ratings as well.

7. Provide evaluation sheets and commentary to the Board member who is assigned to collate the sheets (usually the Board Chair).

8. The Board may decide to provide the Chief Executive an average ranking for each category. Similarly, commentary can be summarized or each comment provided to the Chief Executive.

9. The evaluation committee provides the evaluation report to the Chief Executive and schedules a meeting with him or her shortly thereafter.

10. Ensure the meeting ends on a positive note.

11. Ensure plans are made to address ratings below 3, including specific actions by specific dates.

Sample Form to Evaluate Chief Executive

|Name of Preparer |Ratings |Weight Factor |= Score |

|Planning and support of governance, consider: | | | |

|Provides relevant and meaningful information to support Board plans and policies | | | |

|Establishes appropriate plans and priorities, which are clearly described to staff | | | |

|members | | | |

|Ensure implementation of plans in a timely manner | | | |

|Comments: | | | |

| | | | |

|Finances, consider: | | | |

|Stays within budgets and/or gets approval for deviations | | | |

|Maintains needed cash flow to pay bills on time | | | |

|Receives a "clean" financial audit | | | |

|No loss of operating funds | | | |

|No prolonged legal difficulties | | | |

|Comments: | | | |

| | | | |

|Revenue, consider: | | | |

|Raises enough revenue through fundraising and fees for services to accomplish | | | |

|significant program goals | | | |

|Maintains a financial balance in keeping with organizational policy | | | |

|Comments: | | | |

| | | | |

|Programs and services, consider: | | | |

|Ensures high-quality operations in programs | | | |

|Verifies that each program is achieving its program goals and the desired outcomes | | | |

|among clients | | | |

|Comments: | | | |

| | | | |

|Human resources, consider: | | | |

|Maintains or increases productivity of staff | | | |

|Maintains sufficient and effective volunteer corps | | | |

|No undue staff turnover | | | |

|No ongoing personnel complaints | | | |

|Comments: | | | |

Sample Board Member Self-Evaluation Form

This form can be used by a Board member to evaluate how well he/she is doing as a Board member. The best time for a member to complete this form is when all Board members are also conducting a self-evaluation of the quality of operations of the overall Board. (That self-evaluation involves each member sharing opinions about the overall Board activities, rather than his/her own activities as a Board member.) Results of the member’s own self-evaluation can be confidential to that person or shared with all members. The more open and honest that each member can be to all other members, the more learning and improvement that can come from the overall Board self-evaluation and each member’s individual self-evaluation.

Board member name ________________________________________ Date _________________

Current position on Board __________________________ Length of time as a Board member ___

Use the following scale in your answers:

1 – strongly disagree; 2 – disagree; 3 – no opinion; 4 – agree; 5 – strongly agree

1. I fully understand my duties and responsibilities as a member of a governing Board,

e.g., I’ve undergone a formal training to be sure about my role. ____

2. I fully understand and comply with the Board’s bylaws and Board policies. ____

3. I am aware of each of our nonprofit’s programs, including who is served,

how they are served and the results achieved from the program. ____

4. I am verifying/measuring that our nonprofit is meeting a specific community need. ____

5. I attend all Board meetings and/or am excused beforehand for my absences. ____

6. I read all materials provided to me before each Board meeting. ____

7. I know how to analyze and make decisions about the financial information that I get. ____

8. I fully participate in members’ deliberations and decisions. ____

9. I speak up when I disagree with an opinion, conclusion or decision. ____

10. Even though I might disagree with a decision of a quorum, I support the decision

to our stakeholders. ____

11. I complete my Board assignments on time, e.g., in actions in my Committee. ____

12. I am fulfilled from my Board activities. ____

(On separate paper, describe what’s fulfilling and what would make it even more so.)

13. I was completely honest and accurate in completing this evaluation. ____

What other questions should be added to this questionnaire? Write the question and your answer:

___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

What am I going to do to improve my performance as a Board member? ______________________

___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

What could Board members to do become more effective, overall? ___________________________

___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Sample Board Self-Evaluation Form

Use the following scale in your answers:

1 – strongly disagree; 2 – disagree; 3 – no opinion; 4 – agree; 5 – strongly agree

| |Name: (optional) |5 |4 |3 |2 |1 |

| |Board members clearly understand the roles and responsibilities of a nonprofit| | | | | |

| |governing Board. | | | | | |

| |Board members understand the nonprofit’s mission and each of its products / | | | | | |

| |programs. | | | | | |

| |Nonprofit has clear organizational structure (Board, officers – and CEO/staff | | | | | |

| |if used). | | | | | |

| |Board ensures relevant and realistic strategic planning annually, producing | | | | | |

| |approved Plan. | | | | | |

| |Board has clear goals and actions (who is going to what by when) resulting | | | | | |

| |from relevant and realistic strategic planning. | | | | | |

| |Meeting materials are provided well in advance so members come prepared to | | | | | |

| |meetings. | | | | | |

| |Board meeting agenda includes strategic topics and specific time to address | | | | | |

| |each topic. | | | | | |

| |Board meetings are facilitated to the agenda topics and timing (if topics need| | | | | |

| |more time, then a Board and/or staff is delegated to get more info). | | | | | |

| |Board attends to policy-related decisions, and decisions are monitored for | | | | | |

| |implementation. | | | | | |

| |Each Board committee (if the nonprofit uses committees) has specific goals and| | | | | |

| |deadlines. | | | | | |

| |Board receives and understands regular reports on finances/budgets, and make | | | | | |

| |suitable decisions. | | | | | |

| |Board regularly monitors and evaluates progress toward strategic goals and | | | | | |

| |program performance. | | | | | |

| |Board verifies/measures that the nonprofit is indeed meeting a specific need | | | | | |

| |in the community. | | | | | |

| |Board helps set specific fundraising goals and is actively involved in | | | | | |

| |fundraising. | | | | | |

| |Board effectively represents the organization to the community, e.g., meeting | | | | | |

| |with stakeholders. | | | | | |

| |Board regularly evaluates CEO, if a CEO is used. | | | | | |

| |Board has approved comprehensive personnel policies, reviewed by a qualified | | | | | |

| |professional. | | | | | |

| |Board members are aware of all Board policies (e.g., conflict-of-interest, | | | | | |

| |attendance, etc.) and conform to those policies. | | | | | |

| |All Board members actively participate in Board deliberations and decisions. | | | | | |

| |Board formally evaluates itself at least once a year. | | | | | |

Please list the most important three to five priorities on which you believe the Board should focus its attention in the next year. Be as specific as possible in identifying the priorities. (You can provide your name, if you prefer.)

1.

2.

3.

4.

5.

Sample Board Attendance Policy

Purpose

This policy is intended to support the full participation and contribution of all Board members. All Board members receive a copy of this official policy. The policy is reviewed once a year and maintained in each member’s Board Manual. The terms for attendance and associated termination of Board members are in accordance between this policy and the By Laws.

Definition of a Board Attendance Problem

A Board attendance problem occurs if any of the following conditions exists in regard to a Board member's attendance to Board meetings:

1. The member has two un-notified absences in a row (“un-notified” means the member did not call ahead to a reasonable contact in the organization before the upcoming meeting to indicate he/she was unable to attend).

2. The member has three notified absences in a row.

3. The member misses one third of the total number of Board meetings in a twelve-month period.

Response to a Board Attendance Problem

1. If the Board notices a Board attendance problem with a member, the Board Chair will contact the member within one week to discuss the problem.

2. The Chair will share the member’s response with the entire Board within one week.

3. In the next Board meeting, the Board will decide what actions to take regarding the Board member’s future membership on the Board.

4. If the Board decides to terminate the Board member’s membership, termination will be conducted per this policy.

5. The Board will promptly initiate a process to begin recruiting a new Board member according to the Board Staffing Policy.

Sample Board Media Relations Policy

Board members have a fiduciary duty of loyalty to our nonprofit corporation, including that members present favorable information about our operations, programs and services. Members also have a responsibility to favorably represent our nonprofit to its stakeholders. The intents of this policy are to: a) consistently present unified and accurate information to the media, including, but not limited to reporters, free-lance writers, funders and members of collaborating organizations; b) ensure that the most qualified personnel present the information to the media; and c) cultivate courteous and respectful relationships with media personnel.

There are a wide variety of occasions where organizational personnel might interact with members of the media. It is not practical to define guidelines for each and every occasion and contingency. However, the following are the principle guidelines that address the vast majority of occasions.

1. The Board Chair and Chief Executive Officer will approve content of press/media kits, standard talking points and other communications (pictures, videotapes, etc.) before it is conveyed to external stakeholders. Content will be generated by the Marketing Committee and approved by the Board in accordance with strategic priorities included in the most recent strategic plan.

2. Information about our stakeholders (for example, Board members, staff members, clients, funders, collaborators, etc.) will not be shared with media without the expressed consent of each of the individuals involved.

3. Content will always be in reference, in wording and in nature, to our branding, including our preferred image and our logo, and to our mission, visions, values. Additional points in reference to the organization’s current operations or events will be approved by the CEO for staff members and by the Board Chair for Board members.

4. The Board Chair and/or CEO will be the only designated spokesperson(s) for the organization, unless either of these two personnel explicitly permits other organizational personnel to communicate with media. Other organizational personnel who are contacted by media personnel will promptly refer media personnel to the Board Chair and/or the CEO. Organizational personnel will report the referrals to the Board Chair and/or the CEO.

5. Organizational personnel interacting with media with always be in their best appearance and language, for example: in dress, communications style and positive attitude about the organization.

6. In occasions where media personnel are persistent and referrals to the Board Chair and/or CEO are not immediately practical, for example, in the event of a health or facility emergency, organizational personnel will always be respectful, and consistently and concisely focused on the most obvious and verifiable facts. Do not conjecture or engage in communications not based on the most obvious facts.

Sample Whistleblower Policy

This policy is intended to encourage Board members, staff (paid and volunteer) and others to report suspected or actual occurrence(s) of illegal, unethical or inappropriate events (behaviors or practices) without retribution.

1. The Whistleblower should promptly report the suspected or actual event to his/her supervisor.

2. If the Whistleblower would be uncomfortable or otherwise reluctant to report to his/her supervisor, then the Whistleblower could report the event to the next highest or another level of management, including to an appropriate Board committee or member.

3. The Whistleblower can report the event with his/her identity or anonymously.

4. The Whistle blower shall receive no retaliation or retribution for a report that was provided in good faith – that was not done primarily with malice to damage another or the organization.

5. A Whistleblower who makes a report that is not done in good faith is subject to discipline, including termination of the Board or employee relationship, or other legal means to protect the reputation of the organization and members of its Board and staff.

6. Anyone who retaliates against the Whistleblower (who reported an event in good faith) will be subject to discipline, including termination of Board or employee status.

7. Crimes against person or property, such as assault, rape, burglary, etc., should immediately be reported to local law enforcement personnel.

8. Supervisors, managers and/or Board members who receive the reports must promptly act to investigate and/or resolve the issue.

9. The Whistleblower shall receive a report within five business days of the initial report, regarding the investigation, disposition or resolution of the issue.

10. If the investigation of a report, that was done in good faith and investigated by internal personnel, is not to the Whistleblower’s satisfaction, then he/she has the right to report the event to the appropriate legal or investigative agency.

11. The identity of the Whistleblower, if known, shall remain confidential to those persons directly involved in applying this policy, unless the issue requires investigation by law enforcement, in which case members of the organization are subject to subpoena.

Sample Document Retention/Destruction Policy

This policy specifies how important documents (hardcopy, online or other media) should be retained, protected and eligible for destruction. The policy also ensures that documents are promptly provided to authorities in the course of legal investigations or lawsuits.

Document Retention Schedule

The following types of documents will be retained for the following periods of time. At least one copy of each document will be retained according to the following schedule.

Corporate Records

|Article of Incorporation to apply for corporate status |Permanent |

|IRS Form 1023 (in the USA) to file for tax-exempt and/or charitable status |Permanent |

|Letter of Determination (for example, from the IRS in the USA) granting tax-exempt and/or charitable status |Permanent |

|By Laws |Permanent |

|Board policies |Permanent |

|Resolutions |Permanent |

|Board meeting minutes |Permanent |

|Sales tax exemption documents |Permanent |

|Tax or employee identification number designation |Permanent |

|Annual corporate filings |Permanent |

Financial Records

|Chart of Accounts |Permanent |

|Fiscal Policies and Procedures |Permanent |

|Audits |Permanent |

|Financial statements |Permanent |

|General Ledger |Permanent |

|Check registers/books |7 years |

|Business expenses documents |7 years |

|Bank deposit slips |7 years |

|Cancelled checks |7 years |

|Invoices |7 years |

|Investment records (deposits, earnings, withdrawals) |7 years |

|Property/asset inventories |7 years |

|Petty cash receipts/documents |3 years |

|Credit card receipts |3 years |

Tax Records

|Annual tax filing for the organization (IRS Form 990 in the USA) |Permanent |

|Payroll registers |Permanent |

|Filings of fees paid to professionals (IRS Form 1099 in the USA) |7 years |

|Payroll tax withholdings |7 years |

|Earnings records |7 years |

|Payroll tax returns |7 years |

|W-2 statements |7 years |

Personnel Records

|Employee offer letters |Permanent |

|Confirmation of employment letters |Permanent |

|Benefits descriptions per employee |Permanent |

|Pension records |Permanent |

|Employee applications and resumes |7 years after termination |

|Promotions, demotions, letter of reprimand, termination |7 years after termination |

|Job descriptions, performance goals |7 years after termination |

|Workers’ Compensation records |5 years |

|Salary ranges per job description |5 years |

|I-9 Forms |5 years after termination |

|Time reports |3 years after termination |

Insurance Records

|Property Insurance policy |Permanent |

|Directors and Officers Insurance policy |Permanent |

|Workers’ Compensation Insurance policy |Permanent |

|General Liability Insurance policy |Permanent |

|Insurance claims applications |Permanent |

|Insurance dispersements / denials |Permanent |

Contracts

|All insurance contracts |Permanent |

|Employee contracts |Permanent |

|Construction contracts |Permanent |

|Legal correspondence |Permanent |

|Loan / mortgage contracts |Permanent |

|Leases / deeds |Permanent |

|Vendor contracts |7 years |

|Warranties |7 years |

Donations / Funder Records

|Grant dispersal contract |Permanent |

|Donor lists |7 years |

|Grant applications |7 years |

|Donor acknowledgements |7 years |

Management Plans and Procedures

|Strategic Plans |7 years |

|Staffing, programs, marketing, finance, fundraising and evaluation plans |7 years |

|Vendor contacts |7 years |

|Disaster Recovery Plan |7 years |

Document Protection

Documents (hardcopy, online or other media) will be stored in a protected environment for the duration of the Document Retention Schedule. Computer backup media will be included.

Document Destruction

Hardcopy of documents will be destroyed by shredding after they have been retained until the end of the Document Retention Schedule. Online copies will be destroyed by fire or other proven means to destroy such media after they have been retained until the end of the Document Retention Schedule.

Provision of Documentation for Investigations or Litigation

Documents requested and subpoenaed by legally authorized personnel will be provided within 5 business days. The Board Chair and CEO will authorize provision. No documents will be concealed, altered or destroyed with the intent to obstruct the investigation or litigation.

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