audit committees

Nonprofit Directors/Trustees/ CEOs/ Senior Managers–Improve Board Operations

  •  Have a way to effectively measure “client impact.”
  •  Build CEO/board fundraising capacity.
  • Develop a motivating/friendly process for on-boarding new directors.
  • Reduce # directors/trustees who “micromanage” management.
  •  Develop strategic discussions at meetings.
  •  Develop a broad framework that separates policy & strategy development from operational activities.
  • Have a board/staff relationship that is built on trust.
  • Have task forces that deliver more effective, timely results.

These books can help!    Please share with others who can benefit!


Order Multiple Copies from Createspace Book Store: $4.00 Discount with code 6DLGFAGQ $9.00 Discount with code WXEHFQ7W

Eugene Fram, EdD, Professor Emeritus
Saunders College of Business
Rochester Institute of Technology






Once Again! Do Nonprofit Directors Face Cyber Security Risks?


Once Again! Do Nonprofit Directors Face Cyber Security Risks?

By: Eugene Fram     Free Digital Photo

Viewer Favorite: Updated & Expanded

The cyber security (CS) debacles faced by Target, Sony Pictures and others may seem far afield from the concerns of nonprofit directors, except for the giants in the area, like AARP. However, think about this hypothetical scenario.

A group of high school students hacked into the computer system of a local nonprofit offering mental health services and gain access to records of clients, perhaps even placing some of the records of other teenagers on the internet.

What due care obligations did the board need to forestall the above situation? A move to recruit directors with special expertise in information technology or cyber security would be nonproductive. A nonprofit director has broader responsibilities such as the overview of management, approval of budgets, fostering management and staff growth etc. Similarly, when social media became a prominent issue a few years ago, boards debated the advisability of seeking directors with that specific kind of background. Today, a consultant with management experience in the area is likely needed to provide guidance to directors on these social media issues.


A Nonprofit Boards Must Focus On Its Organization’s Impacts

A Nonprofit Board Must Focus On Its Organization’s Impacts

By: Eugene Fram

“One of the key functions of a (nonprofit) board of directors is to oversee (not micromanage) the CEO, ensuring that (stakeholders) are getting the most from their investments.” * State and Federal compliance regulations have been developed to make certain that boards have an obligation to represent stakeholders. These include the community, donors, foundations and clients, but not the staff as some nonprofit boards have come to believe. The failure of nonprofit boards, as reported almost daily by one blog site, ** shows something is wrong.  (Also see: :  Following are some inherent problems. (more…)


International Journal of Not-for-Profit Law / vol. 18, no. 1, February 2016 / 78
Nonprofit 501(C)(3) charitable organizations and 501(C)(4) social welfare organizations
fall under two IRS regulations—the extended annual Form 990 and the Intermediate
Sanctions Act (Act). Form 990 requires answers to 38 corporate questions on corporate
governance operations. The Act covers prohibitions related to providing or seeking
excess benefits. Most board members know about the Form 990, but few know about its
board obligations; and few board members and managers know the Act exists. With the
IRS aggressively enforcing the Act to eliminate faux nonprofits, unwitting nonprofit
board directors and managers can become ensnared financially.
Two classes of nonprofit organizations, 501(C)(3) charitable organizations and 501(C)(4)
social welfare organizations, are covered by two IRS regulations not applicable to for-profit
corporations. One regulation requires the organization to file an IRS Form 990 each year, including
financial data plus answers to 38 questions related to corporate governance. Many board
members may be unaware of their obligations to be involved in preparation of the form each
year. If there were an audit involving the 38 board questions, further, board members might be
expected to know about any exceptions to be reported, such as conflicts of interest. For example,
any board member whose firm or employing firm has a business relationship with the nonprofit
must specify it as a conflict of interest on Form 990 and probably abstain from voting on related
issues. Also, if the report is late, the nonprofit must file an IRS form, and the board needs to be
advised of the situation.
If the organization ignores any of the requirements, it can lose its tax-exempt status—a
penalty already imposed on thousands of smaller nonprofits. In some instances, moreover, failure
to heed the requirements might leave nonprofit board members open to personal liability for
failing in their corporate duties for “due care.” (more…)

Want To Avoid Nonprofit Fraud? Look To Your Board For Action

Want To Avoid Nonprofit Fraud? Look To Your Board For Action

Viewer Favorite: Updated & Revised
Original Publication:

By Eugene Fram with accounting professor Bruce Oliver

(The executive director acknowledged working with the insurance agent.) Under their scam, the council paid inflated insurance premiums and (the two) split the over-payments.
“I knowingly helped steal more than $1 million … as part of a scheme in which insurance premiums were inflated,” (The ED) told a judge in Supreme Court, the trial level court in New York State. (

Here is what nonprofit board members can do to help reduce fraud in their organizations. (more…)

Maintaining World Class Integrity in a Nonprofit Boardroom: Guides for Action

Maintaining World Class Integrity in a Nonprofit Boardroom: Guides for Action

By: Eugene Fram

There is little question that boards have overall responsibility for ensuring a nonprofit’s integrity. Take, for example, the case of a nonprofit where the former executive director and a board member conspired to steal $4 million of the organization’s funds. While the board did operate within its fiduciary duties and had no personal liabilities, an attorney in the case reported: This does not prevent a state’s attorney from laying blame on the board, however. Although there may be no personal financial loss, the board its individual directors and the organization can suffer significant reputational loss when integrity issues arise. (more…)

Can Nonprofit Boards Learn From The Mistakes of Others?

Can Nonprofit Boards Learn From The Mistakes of Others?

By: Eugene Fram

An old Chinese proverb states: “A wise man learns from his own mistakes, the wiser man learns from the mistakes of others.” Since nonprofit boards of directors are continually changing, volunteer directors typically serving three to six year terms, it seems that board members should immediately want to learn from the experiences of others. (more…)