The nonprofit governance model outlined in “Policy vs. Paper Clips” has served my organization extremely well for more than two and a half decades. The proof of the model’s value is the growth and performance of our organization, our respected stature in the community (and beyond), and our ongoing ability to recruit top talent to our Board. Our Board governance structure has made possible several bold decisions over the last 30 years that have changed the trajectory of our organization.
Thirty years ago I was a brand new leader of a not for profit agency in Rochester NY with an annual budget of $5M and 160 employees who served 800 clients a year throughout 5 counties. Today, I am still the CEO; however it is a very different agency, having expanded its services significantly, broadening the populations we serve throughout 35 counties with a budget of 37M and 800 employees with a much bigger impact of 150,000 clients served annually. I feel very fortunate that early in my agency career that the book’s author (then a respected professor at a major university in my city) accepted my invitation to come talk to my Board about the model and its advantages for our nonprofit.
We adopted the model soon after and ever since it has defined our governance structure. We’ve only made one modification (creating a separate audit committee) because it was required by state regulations. Here’s why I think the model has been so powerful for us:
• The basic premise that the Board and CEO are partners who mutually respect each other’s roles is paramount to our success.
• The Executive Committee serves as the “steering committee” and sets the Board’s annual agenda and priorities, and fulfills the key role of being the CEO’s “sounding board.”
• Our lean committee structure (Assessment/Planning and Resources) allows for substantive discussion on important issues. Board members who aren’t officers have only one commitment and can devote both time and attention to their committee’s mission.
• As CEO, I work very closely with the Executive Committee to ensure the right leadership is selected to serve in officer roles. The Executive Committee also provides “succession” for senior Board leadership. Typically committee heads are groomed for Board Chair, though this position can also be filled from other officer roles.
I’ve lived the model for a very long time and happily attest that it works!
Gidget Hopf, Ed.D, President/CEO at Association for the Blind and Visually Impaired-Goodwill of Greater Rochester
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 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: : http://amzn.to/1OUV8J9) Following are some inherent problems. (more…)
International Journal of Not-for-Profit Law / vol. 18, no. 1, February 2016 / 78
WHAT NONPROFIT BOARD MEMBERS AND MANAGERS
DON’T KNOW CAN HURT THEM FINANCIALLY:
IRS FORM 990 AND THE INTERMEDIATE SANCTIONS ACT
EUGENE H. FRAM, ED.D1
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…)
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. (http://bit.ly/1QeakRt)
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
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 attorneyfrom 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. http://bit.ly/REmSoC(more…)