• Establish a designated board of directors or trustees that is responsible for governing the organization's affairs and elect board members as outlined in your charter or bylaws, as applicable.
• If not specified in your charter, develop bylaws and/or policies to establish terms of service for board members and selection criteria.
• Strive to build an inclusive board by actively recruiting new board members who reflect the diversity of the communities you serve, or who demonstrate the capacity to understand the diverse needs and issues of those communities. Note for family foundations with provisions for outside directors: pursue diversity and perspectives that can be brought to the foundation from individuals outside the family.
• If governed by explicit requirements for board service that preclude achieving diversity goals: employ other appropriate means to gain diverse perspectives on the board, such as the use of advisors or consultants.
• Periodically assess the composition of the board against the organization's desired goals. 
• Develop and periodically review a leadership succession plan for the board.   

• Have a written mission statement and set of guiding values approved by your board.
• Periodically review your charter and other donor instructions to determine whether they need to be amended or re-interpreted to meet changing community needs in ways that honor the donor's intent. 
• Periodically review grantmaking priorities and objectives to help ensure that your grantmaking remains relevant and responsive.
• Consider strategies beyond your own grantmaking to advance your mission, such as collaborating with other grantmakers, providing technical assistance, convening community leaders, engaging in public policy and advocacy within the limits of the law.

Board Management 

• Ensure that board members actively participate in governing the organization to align activities with mission.
• Define and document the roles, responsibilities and expected time commitment of board members, officers and committees.
• Hold regular board meetings each year, as frequently as needed to fully and adequately conduct the business of the organization.
• Take written minutes at every board meeting to accurately reflect discussions and actions taken at meetings.
• Confirm that board members have access to, and general knowledge of, your organization's books, financial records, history and governing documents.
• Work to protect, preserve, invest and manage your organization's assets, consistent with donor intent.
• Ensure that the organization has a written investment policy adequate for its size and complexity.
• Seek professional legal and accounting advice when needed to support compliance.
• Regularly ensure that you have adequate property and liability insurance coverage.
• Periodically evaluate the performance of the board as a body.

Board Learning        

• Plan for and encourage continuous learning and training of board members, particularly on basic legal, accounting, audit, tax and fiduciary issues and responsibilities.
• Provide training and orientation for incoming board members and staff.
• Continually work toward increasing awareness and understanding of multiple cultures in increasingly diverse communities.
• Encourage board members to participate in regional and/or national grantmaking conferences, programs, associations or support groups for ongoing education and development.
• Consult subject matter experts or community representatives and/or include them on committees or advisory groups.

Evaluation

• Periodically evaluate your organization's operations, procedures and grantmaking, assessing whether they are attaining the goals and objectives explicit in your mission.
• Use evaluation as an ongoing process of organizational learning.
• Actively involve the communities and constituencies you serve in your evaluation and organizational learning.

Duty of Loyalty:  Ensure that board members are aware of, fully understand and fulfill their fiduciary duty of loyalty, setting aside personal or conflicting interests and acting solely in the best interest of the organization when making a decision or acting on behalf of the organization.
Conflicts of Interest

• Have a written conflict of interest policy. 
• Have board and staff review your conflict of interest policy and acknowledge, in writing, that they have done so and understand what constitutes a conflict of interest, as well as your conflict of interest processes and procedures.
• Have board members and staff complete and submit a conflict of interest disclosure form annually, and update the disclosure form as necessary.

Duty of Obedience: Ensure that board members are aware of, fully understand and fulfill their fiduciary duty of obedience, obeying all state and federal laws pertaining to the organization and acting in furtherance of the organization's charitable purposes.  

Self-Dealing     

• Give board members and managers education on self-dealing, so that they understand disqualified persons and have processes to evaluate potential self-dealing transactions.
• Do not engage in any self-dealing transactions between the philanthropic organization and any disqualified persons.
• If a corporate foundation: do not pay the parent company (that is a substantial contributor to the fund) directly for any resources other than for reasonable expenses for business services.

Board Compensation

• Expect board or committee members to serve the foundation without compensation, recognizing that reimbursement of reasonable expenses directly related to board service does not constitute compensation and that board members who perform traditional staff functions may be compensated as staff.
• Develop a compensation and reimbursement policy and take steps to ensure that any compensation is reasonable and not excessive, as defined by law.

• File required tax forms, which provide public disclosure of the operations and activities of your organization.
• If audited, make available to the public your audit statement or auditor-approved summary of the audit findings.

Whistleblower Policy

• In order to prevent improper activities, adopt a whistleblower policy to encourage good-faith reporting of any suspected violation of law, policy or practice. The policy ensures a process of action by the organization and guarantees protection of the reporting individual from retaliatory action.

Thanks to Association of Baltimore Area Grantmakers, Donors Forum, and Minnesota Council on Foundations for these suggestions.