Board Governance Best Practices Frances A. McElhill, Esq. and Tiffany W. Donio, Esq. Archer & Greiner, P.C. Haddonfield, NJ (856)

Board Governance Best Practices IRS Initiative on Nonprofit Governance (2009) Covered 6 Areas: Mission, Organizational Documents, Governing Body, Governance and Management Policies, Financial Reporting and Form 990, Transparency and Accountability

Board Governance Best Practices Mission – Clearly Articulated, IRS Buzz Words, Measure All Activities Against Governing Documents – Certificate of Incorporation: Keep Updated, Consistent, and Available

Board Governance Best Practices Governing Body – Actively Engaged, Expertise, Knowledgeable, Meets Regularly, Independent, Not Too Large or Too Small, Role of CEO; Minutes Kept Governance and Management Policies – Conflict of Interest, Executive Compensation and Transactions with Board Members (Code Section 4958);Investment (UPMIFA); Whistleblower; Document Retention

Board Governance Best Practices Conflict of Interest IRS Sample Policy NJSA §15A:6-8 - contract not voidable due to conflict so long as adopted by majority of disinterested trustees or is “reasonable”. Code Section 4958 – rebuttable presumption – comparable data, vote of disinterested, and record in minutes. OMB Circular A-133 – Committee, Discipline, Annual Disclosure

Board Governance Best Practices Financial Reporting and Form 990 – Single Audit Requirement, OMB Circular A-133, Audit Subcommittee, Compilation or Audit by Independent Accountant, 990 Reviewed by Governing Body.

Board Governance Best Practices Transparency and Accountability – Available for Public Inspection- Form 1023, 990, and 990-T (excluding Schedule A) on website or within 30 days of written request; copying charges.