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The
Importance of Good Governance Linda
Lysakowski, ACFRE |
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Recently
the IRS published guidelines for nonprofits to assure effective
governance of their organizations. The following article from the
IRS is an excellent guideline for assuring that your nonprofit meets
the best practices standards of good governance.
Good Governance Practices
for 501 (C) (3) Organizations
An excellent article from the IRS website
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The Internal Revenue Service believes that governing boards should
be composed of persons who are informed and active in overseeing a
charity’s operations and finances. If a governing board tolerates
a climate of secrecy or neglect, charitable assets are more likely
to be used to advance an impermissible private interest. Successful
governing boards include individuals not only knowledgeable and passionate
about the organization’s programs, but also those with expertise
in critical areas involving accounting, finance, compensation, and
ethics. Organizations with very small or very large governing
boards may be problematic: Small boards generally do not represent
a public interest and large boards may be less attentive to oversight
duties. If an organization’s governing board is very large,
it may want to establish an executive committee with delegated responsibilities
or establish advisory committees.
The Internal Revenue Service suggests that organizations review
and consider the following to help ensure that directors understand
their roles and responsibilities and actively promote good governance
practices. While adopting a particular practice is not a requirement
for exemption, we believe that an organization that adopts some
or all of these practices is more likely to be successful in pursuing
its exempt purposes and earning public support.
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Mission Statement
Code of Ethics
Due Diligence
Duty of Loyalty
Transparency
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Fundraising Policy
Financial Audits
Compensation Practices
Document Retention Policy
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1. Mission Statement
A clearly articulated mission statement that is adopted by an organization’s
board of directors will explain and popularize the charity’s
purpose and serve as a guide to the organization’s work. A well-written
mission statement shows why the charity exists, what it hopes to accomplish,
and what activities it will undertake, where, and for whom.
2. Code of Ethics and Whistleblower Policies
The public expects a charity to abide by ethical standards that
promote the public good. The board of directors bears the ultimate
responsibility for setting ethical standards and ensuring they permeate
the organization and inform its practices. To that end, the board
should consider adopting and regularly evaluating a code of ethics
that describes behavior it wants to encourage and behavior it wants
to discourage. The code of ethics should be a principal means of
communicating to all personnel a strong culture of legal compliance
and ethical integrity.
The board of directors should adopt an effective
policy for handling employee complaints and establish procedures
for employees to report in confidence suspected financial impropriety
or misuse of the charity’s resources. Such policies are sometimes
referred to as whistleblower policies.
3. Due Diligence
The directors of a charity must exercise due diligence consistent
with a duty of care that requires a director to act:
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• In good faith;
• With the care an ordinarily prudent person in a like position
would exercise under similar circumstances;
• In a manner the director reasonably believes to be in the
charity’s best interests. Directors should see to it that policies
and procedures are in place to help them meet their duty of care.
Such policies and procedures should ensure that each director:
• Is familiar with the charity’s activities and knows
whether those activities promote the charity’s mission and achieve
its goals;
• Is fully informed about the charity’s financial status;
and
• Has full and accurate information to make informed decisions. |
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4. Duty of Loyalty
The directors of a charity owe it a duty of loyalty. The duty of loyalty
requires a director to act in the interest of the charity rather than
in the personal interest of the director or some other person or organization.
In particular, the duty of loyalty requires a director to avoid conflicts
of interest that are detrimental to the charity. To that end, the
board of directors should adopt and regularly evaluate an effective
conflict of interest policy that:
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• Requires directors
and staff to act solely in the interests of the charity without regard
for personal interests;
• Includes written procedures for determining whether a relationship,
financial
• interest, or business affiliation results in a conflict of
interest; and
• Prescribes a certain course of action in the event a conflict
of interest is identified.
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Directors and staff should
be required to disclose annually in writing any known financial interest
that the individual, or a member of the individual’s family,
has in any business entity that transacts business with the charity.
Instructions to Form 1023 contain a sample conflict of interest policy.
5. Transparency
By making full and accurate information about its mission, activities,
and finances
publicly available, a charity demonstrates transparency. The board
of directors should adopt and monitor procedures to ensure that the
charity’s Form 990, annual reports, and financial statements
are complete and accurate, are posted on the organization’s
public website, and are made available to the public upon request.
6. Fundraising Policy
Charitable fundraising is an important source of financial support
for many charities. Success at fundraising requires care and honesty.
The board of directors should adopt and monitor policies to ensure
that fundraising solicitations meet federal and state law requirements
and solicitation materials are accurate, truthful, and candid. Charities
should keep their fundraising costs reasonable. In selecting paid
fundraisers, a charity should use those that are registered with
the state and that can provide good references. Performance of professional
fundraisers should be continuously monitored.
7. Financial Audits
Directors must be good stewards of a charity’s financial resources.
A charity should operate in accordance with an annual budget approved
by the board of directors. The board should ensure that financial
resources are used to further charitable purpose by regularly receiving
and reading up-to-date financial statements including Form 990,
auditor’s letters, and finance and audit committee reports.
If the charity has substantial assets or annual revenue, its board
of directors should ensure that an independent auditor conduct an
annual audit. The board can establish an independent audit committee
to select and oversee the independent auditor. The auditing firm
should be changed periodically (e.g., every five years) to ensure
a fresh look at the financial statements. For a charity with lesser
assets or annual revenue, the board should ensure that an independent
certified public accountant conduct an annual audit. Substitute
practices for very small organizations would include volunteers
who would review financial information and practices. Trading volunteers
between similarly situated organizations who would perform these
tasks would also help maintain financial integrity without being
too costly.
8. Compensation Practices
A successful charity pays no more than reasonable compensation for
services
rendered. Charities should generally not compensate persons for
service on the board of directors except to reimburse direct expenses
of such service. Director
compensation should be allowed only when determined appropriate
by a committee composed of persons who are not compensated by the
charity and have no financial interest in the determination.
Charities may pay reasonable compensation for services provided
by officers and staff. In determining reasonable compensation, a
charity may wish to rely on the rebuttable presumption test of section
4958 of the Internal Revenue Code and Treasury Regulation section
53.4958-6.
9. Document Retention Policy
An effective charity will adopt a written policy establishing standards
for document integrity, retention, and destruction. The document
retention policy should include guidelines for handling electronic
files. The policy should cover backup procedures, archiving of documents,
and regular check-ups of the reliability of the system. For more
information see IRS Publication 4221, Compliance
Guide for 501(c)(3) Tax-Exempt Organizations, available
on the IRS website.
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Increase
Success with Governmental and Other Special Funding Sources:
Employ a Fiscal Agent!
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Raising money for important
programs is just the beginning of the work and responsibility nonprofits
assume as part of their everyday function. Yet, with the increased
focus on transparency and accountability and the demand to provide
more programs with fewer dollars, nonprofits are stretched to their
capacity to manage any funding they are able to secure.
For example, government agencies can be a great funding source
but often are accompanied by strict reporting requirements that
utilize a great deal of staff time and expertise. That is why many
established nonprofits hesitate to apply for certain funding since
their current workloads are so demanding already. At the same time,
newer or smaller nonprofits must demonstrate the fiscal capacity
to win such awards before ever applying for the grant. Add to that,
increased demands caused by recent federal legislation (Sarbanes-Oxley
Act of 2002) requiring greater transparency from funders and grant
recipients alike and it is obvious why so many nonprofits are seeking
ways to improve ability and efficiency.
However there are numerous new solutions to the challenge of managing
awards that will reduce the work for nonprofit staff while meeting
all underlying responsibilities.
How can nonprofits ease the burden of grant administration?
Nonprofits have different options to help manage their awards that
can make them more attractive to funders. One obvious solution is
to buy new or upgraded financial software. Purchasing software enables
nonprofits to retain control of this function in-house, but the
initial capital expenditure can be quite high. Plus, it requires
sustaining trained staff to apply and manage the software and expensive
upgrades are frequently needed. All of which diminish the original
mission of the nonprofit.
Increasingly nonprofits are finding a more cost effective and efficient
option may be working with a fiscal agent via the internet. A fiscal
agent is someone who can do the work for you. Though the initial
perception is staff loses some of the daily control of budgets since
inputting the financial data into the system is farmed out, but
the reality is working with a fiscal agent will ensure timely reimbursement
for expenditures and provide value added services. The benefit of
improving cash flow, while satisfying transparency requirements
and building greater capacity make using a fiscal agent quite attractive.
More importantly, working with a fiscal agent may be quite cost
effective as it compares to purchasing and maintaining software
and the people required to do so.
What does a fiscal agent do?
A fiscal agent serves as the contract administrator for the grant
or funding source and is responsible for providing all the back
office functions and procedures associated with the award.
The Research Foundation of The City University of New York, for
instance, serves as the fiscal agent for the 23 schools located
in the 5 boroughs of NYC that make up The City University of New
York system – the third largest in the country. The Research
Foundation also served as the fiscal agent for the September 11th
Fund to ensure accountability for financial disbursements for both
the fund and the service providers who worked with the Fund.
More recently, GrantsPlus was created by the Research Foundation
to reduce the burden of government and grant management by serving
as a fiscal agent for nonprofits. Services include fiscal management
and reporting, sponsor liaison and compliance management, payroll,
fringe benefit conformity, and purchasing assistance.
GrantsPlus sets up budgets and then tracks all financial activities
on a daily basis to ensure funding compliance. Financial reports
are available online and show both the detailed financial status
of an individual revenue source, such as a grant award or special
event, and the overall financial picture for the entire nonprofit
organization. The fiscal agent can also make payments, either vendor
payments or personnel, and can offer full payroll services and benefits
administration.
What nonprofits can benefit most?
There are many scenarios where nonprofits benefit from working with
a fiscal agent: Newcomers in need of infrastructure to established
organizations looking to streamline their back-office – enabling
staff members to focus on programs instead of complex fiscal reporting
requirements. Nonprofits looking to build their capacity or be more
transparent to funders benefit from the detailed compliance oversight
and financial reports, and organizations that are managing grants
with difficult reporting requirements benefit from a fiscal agent’s
experience and guidance.
To learn more about GrantsPlus or to schedule an online demonstration,
contact Randy Stevenson at 919-481-1511 or stevenson@firstnonprofit.com.
Article and information provided by
Janet Polli, Associate, Research Foundation of CUNY
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News
From the Road
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Linda Lysakowski, ACFRE
recently presented a workshop, Capital Campaigns, for Junior
Achievement Worldwide Development Officers Roundtable in Fort Worth,
TX. Linda also presented at the AFP International Conference in Dallas,
TX Writer’s Workshop, with Margaret Guellich, CFRE,
CFRE Review Course Capital Campaigns, and The Fundraising
Feasibility Study—It’s Not About the Money, with
Martin Novom, CFRE. Linda also conducted
a book signing at the AFP Conference for her new book, The Development
Plan, published by Wiley Press. Be sure to order your copy
today. Linda is also a contributing author to another of Wiley’s
new books, The Fundraising Feasibility Study—It’s
Not About the Money.
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You may order both books
and learn more about them by visiting our website: www.cvfundraising.com/resources/cvbooks.
Speaking of training, CAPITAL VENTURE has
developed a Training Catalogue, which is available by email. We
offer a wide variety of workshops for groups such as AFP chapters,
statewide associations, national organizations, Dioceses, United
Ways and Centers for Nonprofits. If you would like to receive a
copy of our offerings, please contact cvlinda@cox.net.
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UPCOMING
PRESENTATIONS |
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April
24, 2007
PA Federation of Museums & Historical Organizations
The Development Plan
Bethlehem, PA
Linda Lysakowski, ACFRE |
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May
8, 2007
Variety International
The Development Plan
Palm Springs, CA
Linda Lysakowski, ACFRE |
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