1. THE IMPORTANCE OF POLICIES AND PROCEDURES
ROBERT L. SOZA, JR.

2. Overview Board of Directors Duties of Board of Directors
Duties of Officers
Legal Protections from Liability
Strategic Board Members
Policies and Procedures

3. Board of Directors Duty of Loyalty to the organization’s mission
Look to the Articles of Incorporation and IRS Form 990 for the mission
Duty of Supervision
Should be explicitly set forth in By- Laws

6. Limits on non-profit liability
Many states have adopted a limitation on liability for charitable organizations
Require that the Board exercise Business Judgment
Many require the organization obtain liability insurance

7. Directors and Officers Liability
State law requirements
Organizing documents must provide for indemnification of directors, officers, employees

9. development Fundraising committee
Private foundations must distribute 5% of its assets by making “Qualifying Distributions” annually
Includes grants to other non-profits
Include foundation deadlines in your fundraising calendar

12. Policies and Procedures
Reimbursement of Expenses
Conflict of Interest
Setting salary for ED and others
Whistleblower Protection
Policies and Procedures
Nondiscrimination and Sexual Harassment
Intellectual Property
Document Retention
Social Media

13. Conflict of interest policy

14. Whistleblower protection
Must have a procedure to allow for complaints to be raised about any concern regarding the organization
If the operation is sizeable, anonymous hot line should be considered
If concern is serious, it must be addressed by the Board, and if it involves a Board member, that member cannot attend final deliberations and vote

15. Many refer to these as document destruction policies
DOCUMENT RETENTION
Many refer to these as document destruction policies
SOL for tax purposes is 3 years, unless certain exceptions apply
Employment tax records may be destroyed after 4 years
Audit the recordkeeping on a regular basis:
-Are the financial records kept in a manner that demonstrates
compliance with the organization’s policies & procedures?
-Board meeting minutes are essential to prove that the Board

16. ON POLICIES AND PROCEDURES
TRAINING
Look to current developments
in the law and in practice
Must be done
annually
Provide a certification of
attendance and acknowledgement
of understanding
ON POLICIES AND PROCEDURES

17. Revise policies and procedures regularly