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)