Blog.

Most Recent Posts

Five Nonprofit Bylaws Issues That Are Often Overlooked
Articles, Subscription Preview Benjamin Takis Articles, Subscription Preview Benjamin Takis

Five Nonprofit Bylaws Issues That Are Often Overlooked

All nonprofit organizations should regularly review and assess their Bylaws to ensure this key governing document complies with the law and is optimally aligned with the organization’s governance needs and operational practices. The following are five common Bylaws oversights to look for when doing your organization’s next Bylaws review.

Read More
Q&A #157 – What are the legal limits of an Executive Committee’s authority?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #157 – What are the legal limits of an Executive Committee’s authority?

Executive Committees are often granted wide-ranging authority to the to act on behalf of a nonprofit organization and exercise the powers of the Board of Directors in between Board meetings. Absent additional, clarifying language in the Bylaws, committee charter, or Board resolutions, there are generally few legal limitations on an Executive Committee’s authority. However, there are some explicit and implicit limits that are important to consider

Read More
Defining the Purposes and Roles of the Executive Committee
Articles A. Michael Gellman (CPA, CGMA) Articles A. Michael Gellman (CPA, CGMA)

Defining the Purposes and Roles of the Executive Committee

The executive committee (EC) can be one of a nonprofit organization’s most powerful governance tools. However, ECs are often poorly positioned and structured, with too much emphasis on who sits on the EC and too little thought about how it will be used. Reimaging and restructuring your organization’s EC with a focus on its purposes and roles will pay big dividends in the future.

Read More
How to Make Your Nonprofit Audit Committee More Impactful [SUBSCRIBERS-ONLY]
Articles, Subscribers-Only A. Michael Gellman (CPA, CGMA) Articles, Subscribers-Only A. Michael Gellman (CPA, CGMA)

How to Make Your Nonprofit Audit Committee More Impactful [SUBSCRIBERS-ONLY]

Audit committees for nonprofit organizations are charged with filling a very important and broad fiscal and financial accountability and governance oversight role. Most nonprofit audit committees center their attention on the back-end of the annual financial statement audit process when they receive draft auditor reports. While this is an important function, audit committees can be more impactful if they shift more of their focus to the front-end of the annual audit process and expand their internal control and business practices oversight roles.

Read More
Q&A #133 – How does delegation to a committee impact the fiduciary duties of Board members?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #133 – How does delegation to a committee impact the fiduciary duties of Board members?

While delegating a matter to a committee does not totally absolve the other Board members from their fiduciary duties, there is usually no explicit requirement that the Board retain final approval authority over day-to-day transactions. Further, state nonprofit corporation law typically provides favorable treatment to Board members who properly and reasonably delegate a matter to a committee of other qualified and experienced Board members.

Read More
Q&A #132 – Does every nonprofit committee need to have a charter?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #132 – Does every nonprofit committee need to have a charter?

All nonprofit committees should have documentation describing their purpose, authority, membership, and basic meeting and recordkeeping requirements. A committee “charter” is the most common term used to describe this document, which is also sometimes described less formally as the committee’s “job description.” What you call the document is less important than ensuring that there are records containing this essential information.

Read More
Q&A #131 – Do nonprofit committees need to be listed in the Bylaws?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #131 – Do nonprofit committees need to be listed in the Bylaws?

As a general rule, it is not strictly necessary to list or reference every committee in a nonprofit organization’s Bylaws unless there are provisions in the organization’s Articles of Incorporation or Bylaws specifying this requirement. Rather, a Board motion or resolution is usually sufficient to form a new committee, so long as proper records of the Board action are maintained.

Read More
Q&A #106 – Should a finance committee vote to approve monthly financial reports?
Q&A A. Michael Gellman (CPA, CGMA) Q&A A. Michael Gellman (CPA, CGMA)

Q&A #106 – Should a finance committee vote to approve monthly financial reports?

No, a nonprofit organization’s finance committee should not vote to approve interim monthly financial reports. Finance committees use information within financial reports but do not have the direct responsibility, time, or resources to check the financial reports for accuracy and compliance. Thus, while it is common for finance committees to receive and review monthly financial reports and discuss the reports with staff, it is neither proper nor a best practice for finance committees to “approve” these reports.

Read More
Past Presidents Can Be a Powerful Resource or a Missed Opportunity
Articles A. Michael Gellman (CPA, CGMA) Articles A. Michael Gellman (CPA, CGMA)

Past Presidents Can Be a Powerful Resource or a Missed Opportunity

I have looked at many lists of Past Presidents for nonprofit organizations and been amazed by the roster of names, but I am often disappointed at how many Past Presidents have become lost connections. High performing nonprofits keep their Past Presidents engaged and connected with meaningful active roles that are thoughtful and strategic.

Read More
Q&A #85 – Are committees required to keep meeting minutes?
Q&A Benjamin Takis Q&A Benjamin Takis

Q&A #85 – Are committees required to keep meeting minutes?

Check your state’s nonprofit corporation statute to be sure, but these laws generally require that Board committees keep minutes of their meetings, or at least records of all official actions taken by these committees. Further, the Form 990 inquires whether organizations contemporaneously document meetings held, or written actions taken by, committees authorized to act on behalf of the Board (see Part VI, Section A, Line 8b). Therefore, it is highly recommended, and may be required by applicable state law, to keep minutes of committee meetings.

Read More
Supercharge Your Nominations Committee [SUBSCRIBERS-ONLY]
Subscribers-Only, Articles A. Michael Gellman (CPA, CGMA) Subscribers-Only, Articles A. Michael Gellman (CPA, CGMA)

Supercharge Your Nominations Committee [SUBSCRIBERS-ONLY]

The typical nonprofit organization nominations committee is active for only a short period of time with a single objective: to assemble a list of recommendations for nominees to replace open and expiring officer and director positions. We need to break out of this mode and supercharge our nominations committees by having them meet throughout the fiscal year and broaden and reprioritize their service objectives.

Read More
Investment Committees Should Be About Stewardship and Not Just Market Performance [SUBSCRIBERS-ONLY]
Subscribers-Only, Articles A. Michael Gellman (CPA, CGMA) Subscribers-Only, Articles A. Michael Gellman (CPA, CGMA)

Investment Committees Should Be About Stewardship and Not Just Market Performance [SUBSCRIBERS-ONLY]

Investment committees are often judged by how well the investment portfolio performed as compared to the market. However, investment committee responsibilities are much broader than just monitoring market performance. Nonprofit organizations will be better off if they design and focus investment committee protocols, policies and working rules around the primary role of stewardship of the organization’s long-term investment assets.

Read More
Q&A #36 – What Board committees are recommended for a newly formed nonprofit?
Q&A A. Michael Gellman (CPA, CGMA) Q&A A. Michael Gellman (CPA, CGMA)

Q&A #36 – What Board committees are recommended for a newly formed nonprofit?

Like a lot of things in life, less is more. Generally, for a new nonprofit, especially a small organization with seven or fewer founding Board members, I recommend starting with one governance-focused committee and one key program committee. This results in a tight governance structure consisting of a Board of Directors supported by two standing committees.

Read More
Now Is a Good Time to Reassess Your Nonprofit’s Governance Practices
Articles Benjamin Takis Articles Benjamin Takis

Now Is a Good Time to Reassess Your Nonprofit’s Governance Practices

The current pandemic has ushered in a very tenuous period of hyper-change and disrupted planning for most nonprofits. This crisis has required organizations to be laser focused on survival, continuity, and operating with maximum efficiency. For many organizations, these challenges have shed light on old or outdated governance practices that may have been taken for granted in years past and most likely should have been changed years ago.

Read More