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Annual Board To-Dos

Adapted with permission from The Association for Small Foundations.

 

What is on the agenda for your board this year? Below, is a checklist of annual board to-dos - some required by law (in bold); others recommended for most boards as a matter of course.

 

The items below are for the boards of existing foundations; your board's to-dos will be different if you are starting a new foundation. Not all tasks on the checklist are equal - some can be handled quickly and others take more time. And while some items on the list can be delegated to staff, others must always be conducted by the board, including oversight of the CEO or executive director and approval of mission, bylaws, meeting minutes, budgets, grants, insurance, and investment strategies. Remember, aside from the tasks below, your board must understand and follow the private foundation laws and your fiduciary duties of care, loyalty, and obedience.

 

Governance

·          Establish, affirm, or update your mission and vision

·       Review and follow your bylaws (update every five years or as needed)

·       Hold a board meeting (at least once per year) and set your calendar of meetings for the year

·       Hold elections as described in your bylaws and review your committee structure (as appropriate)

·       Record current meeting minutes and approve previous minutes (each meeting)

·       Create, update, and approve useful policies for your board, such as:

o    Attending fundraisers

o    Board membership

o    Conflict of interest

o    Perpetuity or sunset

o    Personnel (if any)

o    Records retention

o    Spending

o    Travel and expense reimbursement

o    Trustee compensation

o  Whistleblower

·         Consider and/or purchase Directors & Officers (D&O) Liability Insurance

·         Review CEO or executive director performance, salary, and benefits (if any)

·         Recruit and orient new board members (as needed)

 

Tax and Legal

·         Fulfill federal filing obligations:

o   File Form 990-PF (and 990-T if appropriate)

o   Pay excise tax on net investment income (quarterly)

·         Fulfill state and local obligations:

o    File state tax forms (as appropriate)

o    File state corporate form, if incorporated, in every state where registered (in some states, every two years)

o    File state sales tax exemption (if available, depending on state law)

o    File local property tax or tax exemption (if applicable and required)

o   Pay employment taxes (if any)

·         Check with your attorney or CPA about any additional state or local requirements

 

Financial Oversight and Investments

·       Pay out annual 5% minimum payout/qualifying distributions

·       Create and approve budgets

·       Review balance sheet and actual vs. budget reports (each meeting)

·       Assess investment performance and investment managers (as appropriate)

·       Prepare or review Investment Policy Statement (as appropriate)

 

Grantmaking

·         Establish, affirm, or update grant guidelines and forms (as appropriate)

·         Establish grantmaking policies as appropriate, such as:

o    Disaster grantmaking

o    Discretionary grantmaking

o    General operating support grants

o    Multi-year grants

·         Invite and review grant applications (each grant cycle, as appropriate)

·         Approve grants (each grant cycle)

·         Review grant reports (each grant cycle, as appropriate)

·         Exercise expenditure responsibility (when required)

·         Write and produce a report to grantees and the public (if desired)

 

Administration

·         Keep good records, including: articles of incorporation, bylaws, IRS tax exempt determination letter and any other IRS correspondence, board policies, meeting minutes, and tax and legal documents (update files after each board meeting or as needed)

·         Keep track of your finances, including: writing and tracking checks, balancing accounts, and preparing financial reports (monthly)

·         Give notice to board members of dates, times, and locations for board meetings (before each meeting); send financial reports, investment reports, previous meeting minutes, and appropriate grantmaking information in advance of each meeting; facilitate and encourage communication between meetings

·         Prepare and distribute meeting minutes (after each meeting)

·         Collect grant applications and grant reports (each grant cycle)

·         Assess and update technology, including phone, fax, e-mail, and Web site (as needed)

·         Maintain a calendar of tax and legal filings

·         Pay staff and consultants (if any)

IRS Releases New Draft Instructions for Form 990; Seeks Public Comments

The Internal Revenue Service is seeking public comments on the draft instructions to the 2008 Form 990, the annual return most tax-exempt organizations must use to report information about their operations.  The IRS has released its draft instructions to the redesigned Form 990, an informational return that public charities and other tax-exempt organizations are required to file annually to report information about their operations. The draft instructions contain new tools designed to make reporting easier for organizations and to promote a more uniform reporting system. These new tools include a glossary of terms, a sequencing list that suggests the order to fill out the form and schedules, a table to help organizations determine where to report different types of compensation and benefits, and examples to illustrate definitions or new requirements. To ensure that the final instructions address the needs of the tax-exempt community, the IRS is requesting comments from the public. All comments are welcome, including suggestions that might further reduce complexity or burden to filers. Comments are due by June 1, 2008.

 

For more information about the draft instructions for Form 990 visit the

Tax Information for Charities & Other Non-Profits page of the IRS's website.
Senate Finance Committee Leadership Unveils Extenders Package; IRA Charitable Rollover Provision Included

Senate Finance Committee Chairman Max Baucus (D-MT) and Ranking Member Charles Grassley (R-IA) introduced a bipartisan tax extenders package on Thursday, April 17.  The package contains a number of tax provisions, which expired in December 2007, including the IRA charitable rollover, food donations, and land conservation. The legislation proposes to extend the IRA charitable rollover provision to the end of 2009 in its most current form, which allows individuals to take tax-free distributions from their IRAs (up to $100,000 per taxpayer per taxable year).

The Baucus-Grassley proposal [pdf] includes several other tax breaks relevant to the charitable sector which would be extended through the end of 2009. 

 

  • Research and development tax credit: Includes a repeal of the alternative incremental research credit in 2008, an increase to the alternative simplified credit to 14 percent for 2008, and an increase in the alternative simplified credit to 16 percent for 2009. 
  • Enhanced charitable deduction for food inventory: Allows corporations to claim an enhanced deduction for food donations. In addition, as a way to prevent food inventory abuse, the current law requires charities use the property: (1) in a manner consistent with their exempt purpose (2)not sell the donated food and (3) provide the donor with a statement that the property will be used consistently with the charity's exempt purpose.   
  • Land conservation incentive: Allowsincreased contribution limits and carries forward a period for contributions of appreciated real property (including partial interests in real property) for conservation purposes.   

The measure also contains an alternative minimum tax (AMT) "patch" for 2008, which would prevent at least 20 million more taxpayers from paying the tariff. This proposal increases the exemption amounts to $46,200 for individuals and $69,950 for those who are married and file joint returns for the 2008 tax year. 

 

At this time, the legislation does not include any revenue-raising measures. Senator Baucus is expected to release a statement in the upcoming weeks providing details on how he intends to cover the costs of the bill. The House has not yet introduced corresponding legislation. 

Charties May Gain from Tax Plan

The Chicago Tribune

By Charles Storch

4/24/2008

 

A package of tax provision "extenders" introduced last week in the U.S. Senate has elements avidly sought by charitable organizations.  A highlight of the bill, introduced by the Senate Finance Committee leadership, is its proposed extension for this year of a measure aimed at preventing more middle-class taxpayers from having to pay the alternative minimum tax. The IRA charitable rollover and a broadened business deduction for food donations also are among the provisions that expired in 2007 but would be given a reprieve by the bill. View full article.

These articles provide information of a general nature, and none of the information is intended as legal advice relative to specific matters. You should consult with an attorney about your particular circumstances before acting on any of this information.

 

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Rosemary Lillich                                                              Samantha Dennis
Director of Programming and Special Initiatives                Director of Communications and Member Relations
Donors Forum of Wisconsin                                              Donors Forum of Wisconsin