The Ultimate Residency Resource Guide TABLE OF CONTENTS
Preface ...... p. vi
I. Organizational Setup
1. Forming a Nonprofit Advantages and disadvantages of a 501(c)(3) ...... p. 3 Life cycle of a public charity ...... p. 5 Filing with the IRS ...... p. 7
2. Articles of Incorporation Introduction ...... p. 9 Standard templates ...... p. 10
3. Mission Statements Introduction ...... p. 16 How to develop or revise a mission statement ...... p. 17 Samples ...... p. 20
4. Bylaws Introduction ...... p. 23 Samples ...... p. 24
5. Insurance Requirements Basic insurance needs for nonprofits ...... p. 43 Directors and officers liability insurance ...... p. 47 Additional resources ...... p. 48
6. Board Development Overview of a nonprofit board ...... p. 50 Basic responsibilities of nonprofit boards ...... p. 51 Legal responsibilities of nonprofit boards ...... p. 52 Setting up board responsibilities ...... p. 53 Board and staff responsibilities ...... p. 56 Board officers descriptions ...... p. 57 Board committees ...... p. 58 Board recruitment ...... p. 60 Basic guidelines for board orientation ...... p. 62 Guidelines for board manuals ...... p. 63 Samples—board manuals/handbooks ...... p. 64 Additional resources ...... p. 87 iii The Ultimate Residency Resource Guide
II. Personnel Management
1. Organizational Charts Samples ...... p. 90
2. Job descriptions Samples—Executive Director/President ...... p. 97 Samples—Artistic Director/Residency Director ...... p. 99 Samples—development staff ...... p. 101 Samples—Assistant Director/program and communications staff . . .p. 104 Samples—facilities/maintenance/housekeeping staff ...... p. 105 Samples—kitchen staff ...... p. 107 Samples—additional administrative staff ...... p. 109 Samples—intern/work exchange staff ...... p. 111
3. Personnel Policies Introduction ...... p. 116 Samples—personnel handbooks ...... p. 118 Samples—personnel evaluation ...... p. 141 Sample—employment contract ...... p. 153 Additional resources ...... p. 155
4. Volunteer Management “The Five Essential Things Every Volunteer Deserves” ...... p. 157 Sample—volunteer descriptions, guidelines and manual ...... p. 160
III. Artists’ Management
1. Artists’ Application Forms Samples—residency applications ...... p. 173 Samples—financial aid applications ...... p. 192
2. Artists’ Contracts & Policy Statements Samples ...... p. 195
3. Artists’ Handbooks/Residency Guides Introductions ...... p. 210 Samples ...... p. 211
4. Artists’ Evaluations Samples—exit interviews ...... p. 277 Samples—written evaluations ...... p. 279
5. Selection Processes Samples—juror letters and contracts ...... p. 293 Samples—selection criteria and process ...... p. 295 Table of Contents iv
IV. Organizational Management
1. Financial Management—Policies & Procedures Introduction—internal accounting procedures ...... p. 302 Sample—financial procedures manuals ...... p. 304 Additional resources ...... p. 310
2. Financial Management—Budgeting Introduction ...... p. 312 Samples—budgets and financial statements ...... p. 316
3. Fundraising—Development Plans Sample—development plans ...... p. 323
4. Fundraising—Grants Overview ...... p. 326 Sample—letter of inquiry ...... p. 332 Sample—cover letter ...... p. 334 Sample—cover sheet ...... p. 335 Sample—executive summary ...... p. 336 Sample—narrative ...... p. 337 Sample—NEA narrative ...... p. 342 Additional resources ...... p. 345
5. Fundraising—Individuals Overview ...... p. 347 Samples—giving opportunities ...... p. 350 Samples—annual appeals and general fundraising letters ...... p. 355 Samples—benefit invitations ...... p. 363 Samples—online giving materials ...... p. 370 Samples—in-kind contribution form ...... p. 382 Samples—thank-you letters ...... p. 383 Additional resources ...... p. 385
6. Marketing “Developing Your Identity 101” ...... p. 387 Utilizing your Web site ...... p. 390 Sample Web pages ...... p. 393
7. Public Relations Sample press releases—residency/alumni news ...... p. 418 Sample press releases—new staff ...... p. 421 Sample press releases—new board members ...... p. 425 Sample press releases—exhibitions/programs ...... p. 427 Sample press releases—special events ...... p. 435 Sample press releases—grant announcements ...... p. 439 v The Ultimate Residency Resource Guide
8. Strategic/Business Planning Introduction ...... p. 442 Business planning tutorial ...... p. 444 Review criteria ...... p. 447 Organizational assessment checklist ...... p. 448 Samples—strategic plans ...... p. 455 Additional resources ...... p. 493
V. Facilities Management
1. Accessibility—introduction and additional resources ...... p. 497
2. Studio Policies Health and Safety in the Arts ...... p. 499 Samples—studio policies ...... p. 500 Additional resources ...... p. 505
General Resources ...... p. 507
Index of Samples ...... p. 511 vi
Preface
Welcome to the Ultimate Residency Resource Guide, a compilation of the essential tools needed for artists’ com- munities to function at a highly professional level. The Ultimate Residency Resource Guide is a new version of the How-to Kit for Artists’ Community Administrators, originally compiled in 1996. The URRG represents all new research conducted in 2005.
This publication provides introductory topical essays, how-to overviews, and dozens of standard and sample documents on nonprofit management in general and artists’ residency programs specifically. While the guide will be especially helpful for start-up organizations, it can also serve as a resource for established nonprofit pro- grams, especially those evaluating their existing policies and documents.
One of the wonderful things about this field is also one of its greatest challenges—that there is no “one size fits all” approach to developing a residency program. Whenever possible, we have included a variety of samples in this guide, as well as standard templates and tips on creating your own policies.
The Alliance of Artists Communities could not have created this guide without the cooperation and generosity of all the residency programs that contributed documents (for a complete listing, please see the Index); we are grateful for their willingness to share with others their wisdom and experience.
The URRG was developed under the leadership of Alliance Executive Director Deborah Obalil and the Member Services Committee; with Caitlin Strokosch Glass, editor; Maggie Baez, research, typesetting and design; and Emily Ustach, research assistance.
The Alliance of Artists Communities contributes to America’s cultural vitality by supporting our membership of diverse residency programs and advocating for creative environments that enhance the endeavors of artists. The Alliance is the only national service organization supporting the field of artists’ communities, colonies and resi- dency programs. Cultivating new art and ideas—which cross boundaries posed by discipline, religion, race, eth- nicity, gender, class, age, and physical ability—is the fundamental work of artists’ communities. Supporting artists’ communities in this work, as well as acting as a collective voice for the field, is the work of the Alliance. Chapter I
ORGANIZATIONAL SETUP Forming a Nonprofit Organizational Setup: Forming a Nonprofit 3
Advantages and Disadvantages of a 501(c)(3)
501(c)(3) Privileges
Exemption from federal income tax
Exemption from federal unemployment tax (FUTA)
Tax deductibility for donors
Eligibility for government and foundation grants
Eligibility for bulk mailing permit
Some B & O and property tax exemptions
Gambling permits
Credibility
501(c)(3) Responsibilities
Keep adequate records
File required returns
Provide donor substantiation
Obey disclosure laws
Generate public support
Avoid “excess benefit”
Shun political activity
Limit legislative activity
Limit unrelated business activity The Ultimate Residency Resource Guide 4
The chart below summarizes various kinds of tax treatment for nonprofit and for-profit organizations for com- parison purposes in the state of Washington.
Type of Tax For-Profit Nonprofit Income Tax Sole proprietor files Form 1040, 501(c)(3) nonprofit files Form 990 or Schedule C, and pays income tax on 990-EZ, and pays income tax only net profit. Corporation files form on net profit from unrelated activi- 1120, and pays income tax on net ties; employees of the nonprofit file profit; employees file Form 1040 and Form 1040 and pay income tax on pay income tax on salaries received salaries received
Payroll Taxes Sole proprietorship or corporation Nonprofit files quarterly 941s and files quarterly 941s and annual 940, annual W-2s/W-3, but 501(c)(3) W-2s and W-3 organizations don’t pay FUTA tax (Form 940)
Washington Income received by an individual or Some income from charitable or B & O Tax: Exempt Purpose a for-profit is taxable for B & O tax educational activities is exempt, Income purposes, even when related to char- while other income may be taxable; itable or educational activities there is no blanket rule
Washington Individuals and for-profit organiza- Fundraising activities that meet spe- B & O Tax: Fundraising activities tions do not enjoy an exemption for cific criteria are exempt (examples— fundraising income rummage sales, fundraising meals, concession sales, auctions)
Property Tax (WA) Property owned by an individual or The use of the property determines a for-profit entity is generally not exemption (examples of uses eligible eligible for property tax exemption for exemption—schools, churches, hospitals, nursing homes, museums)
Sales Tax: Sales Income (WA) Individuals and for-profits must col- Some nonprofit organization sales lect sales tax on items sold can be exempt from sales tax
Sales or Use Tax: Purchases (WA) Individuals and for-profits must pay nonprofit organizations must pay sales or use tax on purchases sales or use tax on purchases, with very few exceptions
Charitable Contributions Grantors and contributors are not Grantors and contributors are per- able to take a charitable contribution mitted to take a charitbale contribu- deduction for cash or goods donated tion deduction for cash or goods to an individual or to a for-profit donated to a 501(c)(3) organization organization
Information from: Form 1023 Web site members.aol.com/irsform1023/addis/
Advantages and Disadvantages of a 501(c)(3), cont. Organizational Setup: Forming a Nonprofit 5
Life Cycle of a Public Charity
During its existence, a public charity has numerous interactions with the Internal Revenue Service—from filing an application for recognition of tax-exempt status, to filing the required annual information returns, to making changes in its mission and purpose. The IRS provides information, explanations, guides, forms and publications on all of these subjects—they are available through the IRS Web site (www.irs.ustreas.gov/charities). Below is a guide to the documents most charities will need as they proceed though the phases of their “life cycle.”
Starting Out The first stage in the life cycle of any organization is its creation. A nonprofit organization may be created as a corporation, a trust, or an unincorporated association. Any of these entities may qualify for exemption. Note, however, that a partnership generally may not qualify.
To qualify for exemption under section 501(c)(3), an organization must be organized exclusively for purposes described in that section. This means, among other things, that the organization’s articles of organization must contain certain provisions. The IRS provides sample articles of organization that contain the required provi- sions. Most organizations also adopt by-laws. You should also apply for an employer identification number, even if you do not have employees.
Applying to the IRS Once an organization has been created under state law and begins to operate, it may want to be recognized as exempt under section 501(c)(3) of the Internal Revenue Code. In addition to exemption from federal income taxation, organizations recognized as exempt under section 501(c)(3) may enjoy collateral benefits under the Internal Revenue Code, as well as under state or local income, property, sales, use or other tax provisions.
To apply for exemption, an organization should obtain and complete the required forms (exemption applica- tion) and application for employer identification number and submit them, along with the required user fee. If an organization will be represented by an attorney or other representative, it must also submit a power of attor- ney.
Public disclosure requirements apply to exemption applications that the IRS approves.
Annual Filings Although they are exempt from income taxation, exempt organizations are generally required to file annual returns of their income and expenses with the IRS. If an organization has unrelated business income (see below), it must file an unrelated business income tax return. In addition to filing an annual exempt organization return, exempt organizations may be required to file other reports and returns as discussed under “Ongoing Compliance.”
Unrelated Business Income Tax Even though an organization is recognized as tax exempt, it still may be liable for tax on its unrelated business income. Unrelated business income is income from a trade or business, regularly carried on, that is not substan- tially related to the charitable, educational, or other purpose that is the basis of the organization’s exemption. An exempt organization that has $1,000 or more of gross income from an unrelated business must file Form 990-T. An organization must pay estimated tax if it expects its tax for the year to be $500 or more.
The obligation to file Form 990-T is in addition to the obligation to file the annual information return, Form 990, 990-EZ or 990-PF. Each organization must file a separate Form 990-T, except title holding corporations and organizations receiving their earnings that file a consolidated return under Internal Revenue Code section 1501.
For more information on unrelated business income tax, see IRS Publication 598, Tax on Unrelated Business Income for Exempt Organizations. The Ultimate Residency Resource Guide 6
Ongoing Compliance In addition to annual return requirements, exempt organizations are required to file certain returns and reports and make disclosures.
Jeopardizing Exemption A section 501(c)(3) organization will jeopardize its exemption if it ceases to be operated exclusively for exempt purposes. An organization is operated exclusively for exempt purposes only if it engages primarily in activities that accomplish the exempt purposes specified in section 501(c)(3). An organization will not be so regarded if more than an insubstantial part of its activities does not further an exempt purpose.
Employment Taxes Every employer, including an organization exempt from federal income tax, who pays wages to employees is responsible for withholding, depositing, paying, and reporting federal employment taxes (including federal income tax, social security and Medicare [FICA] taxes, and federal unemployment tax [FUTA]), unless that employer is specifically excepted by law from those requirements or if the taxes clearly do not apply. These taxes generally apply to payment of compensation to employees.
Charitable Contributions A benefit of having 501(c)(3) status is eligibility to receive tax-deductible charitable contributions. Note that the Internal Revenue Code applies substantiation requirements for donors, and disclosure requirements for charita- ble organizations, in connection with such contributions. For a detailed discussion of the substantiation and dis- closure requirements for charitable contributions, see Publication 1771, Charitable Contributions: Substantiation and Disclosure Requirements.
Public Disclosure Requirements In addition to these disclosure requirements for charitable contributions, the law requires tax-exempt organiza- tions to make key documents publicly available. The IRS also makes these documents available. For more infor- mation, see “Public Disclosure.”
Getting Help from the IRS Exempt Organizations (EO) offers specialized assistance to tax-exempt organizations. EO’s programs help these customers understand and comply with the tax laws and regulations governing exempt organizations. Please see “Help” on the IRS Web site for more information.
Significant Events In addition to periodic reporting, a section 501(c)(3) public charity may interact with the Internal Revenue Service at key times during its life cycle.
Notifying the IRS As stated in the exemption determination letter, an organization must notify the IRS of material changes in its form, activities, or sources of support. This includes notifying the IRS of any merger with another organization and when the organization terminates.
Private Letter Rulings You may want to seek a private letter ruling on the tax consequences of material changes that you intend to make in your structure or activities.
Audit In addition, the IRS may audit a section 501(c)(3) organization to ensure that it is complying with the require- ments for exemption and paying required taxes.
Information from: Internal Revenue Service, Office of the Treasury, “Life Cycle of a Public Charity” www.irs.ustreas.gov/charities/charitable/article/0,,id=122670,00.html
Life Cycle of a Public Charity, cont. Organizational Setup: Forming a Nonprofit 7
Filing with the IRS: IRS Form 1023, Application for Exemption
The following is a table of contents of the items you will need to identify and/or submit to the IRS with Form 1023, Application for Exemption. The complete 28-page form, as well as instructions, are available from the IRS at www.irs.ustreas.gov.
Part I. Identification of Applicant Part II. Organizational Structure Part III. Required Provisions in your Organizing Document Part IV. Narrative Description of your Activities Part V. Compensation and Other Financial Arrangements with your Officers, Directors, Trustees, Employees, and Independent Contractors Part VI. Your Members and Other Individuals and Organizations that Receive Benefits from you Part VII. Your History Part VIII. Your Specific Activities Part IX. Financial Data Part X. Public Charity Status Part XI. User Fee Information
Schedule A: Churches Schedule B: Schools, Colleges, and Universities Schedule C: Hospitals and Medical Research Organizations Schedule D: Section 509(a)(3) Supporting Organizations Schedule E: Organizations Not Filing Form 1023 within 27 Months of Formation Schedule F: Homes for the Elderly or Handicapped and Low-Income Housing Schedule G: Successors to Other Organizations Schedule H: Organizations Providing Scholarships, Fellowships, Educational Loans, or Other Educational Grants to Individuals and Private Foundations Requesting Advanced Approval of Individual Grant Procedures
For Form 1023, Application for Exemption, its instructions, and frequently asked questions, go to www.irs.ustreas.gov/charities/charitable/article/0,,id=130145,00.html Articles of Incorporation Organizational Setup: Articles of Incorporation 9
Introduction
An organization’s articles of organization are the articles of incorporation or charter, trust document, or other written instrument by which the organization is created.
To qualify for exemption under section 501(c)(3), an organization must be organized exclusively for purposes described in that section. This means, among other things, that the organization’s articles of organization must contain certain provisions.
The following are examples of a charter and a declaration of trust that contain the required information as to purposes and powers of an organization and disposition of its assets upon dissolution, in order to qualify for exemption under section 501(c)(3). You should bear in mind that requirements for these instruments may vary under applicable state law.
A private foundation’s articles of organization must contain additional provisions.
Additional Resources Internal Revenue Service: www.irs.ustreas.gov
Minnesota Council of Nonprofits: www.mncn.org/doc/MCN%20Articles.pdf The Ultimate Residency Resource Guide 10
Standard Charter Template
Articles of Incorporation of XYZ Arts Center
Article of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Nonprofit Corporation under the Nonprofit Corporation Law of ______, do hereby certify:
First: The name of the Corporation shall be ______.
Second: The place in this state where the principal office of the Corporation is to be located is the City of ______, ______County.
Third: The purposes for which this corporation, a nonprofit charitable organization, is formed are: 1. To do whatever wonderful causes your group is all about! You don’t have to get too elaborate—keep it simple.
2. Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organ- izations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Fourth: The names and addresses of the persons who are the initial trustees of the corporation are as follows: Name ______Address______
Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these arti- cles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding sec- tion of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code. If reference to federal law in articles of incorporation imposes a limitation that is invalid in your state, you may wish to sub- stitute the following for the last sentence of the preceding paragraph: “Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.”
Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal Organizational Setup: Articles of Incorporation 11 tax code, or shall be distributed to the federal government, or to a state or local government, for a public pur- pose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the coun- ty in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
In witness whereof, we have hereunto subscribed our names this day of ______20_____.
Information from: Internal Revenue Service, Office of the Treasury Life Cycle of a Public Charity - Sample Articles of Organization - Draft A - Charter www.irs.gov/charities/charitable/article/0,,id=122729,00.html
Standard Charter Template, cont. The Ultimate Residency Resource Guide 12
Standard Trust Template
Articles of Incorporation of XYZ Charitable Trust
The ______Charitable Trust. Declaration of Trust made as of the _____ day of ______, 20______, by ______, of ______, and ______, of ______, who hereby declare and agree that they have received this day from ______, as Donor, the sum of Ten Dollars ($10) and that they will hold and manage the same, and any additions to it, in trust, as follows:
First: This trust shall be called “The ______Charitable Trust.”
Second: The trustees may receive and accept property, whether real, personal, or mixed, by way of gift, bequest, or devise, from any person, firm, trust, or corporation, to be held, administered, and disposed of in accordance with and pursuant to the provisions of this Declaration of Trust; but no gift, bequest or devise of any such property shall be received and accepted if it is conditioned or limited in such manner as to require the disposi- tion the income or its principal to any person or organization other than a “charitable organization” or for other than “charitable purposes” within the meaning of such terms as defined in Article Third of this Declaration of Trust, or as shall in the opinion of the trustees, jeopardize the federal income tax exemption of this trust pursuant to section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Third: a) The principal and income of all property received and accepted by the trustees to be administered under this Declaration of Trust shall be held in trust by them, and the trustees may make payments or distribu- tions from income or principal, or both, to or for the use of such charitable organizations, within the meaning of that term as defined in paragraph C, in such amounts and for such charitable purposes of the trust as the trustees shall from time to time select and determine; and the trustees may make payments or distributions from income or principal, or both, directly for such charitable purposes, within the meaning of that term as defined in paragraph D, in such amounts as the trustees shall from time to time select and determine without making use of any other charitable organization. The trustees may also make payments or distributions of all or any part of the income or principal to states, territories, or possessions of the United States, any political subdivi- sion of any of the foregoing, or to the United States or the District of Columbia but only for charitable purpos- es within the meaning of that term as defined in paragraph D. Income or principal derived from contributions by corporations shall be distributed by the trustees for use solely within the United States or its possessions. No part of the net earnings of this trust shall inure or be payable to or for the benefit of any private shareholder or individual, and no substantial part of the activities of this trust shall be the carrying on of propaganda, or oth- erwise attempting, to influence legislation. No part of the activities of this trust shall be the participation in, or intervention in (including the publishing or distributing of statements), any political campaign on behalf of or in opposition to any candidate for public office. b) The trust shall continue forever unless the trustees terminate it and distribute all of the principal and income, which action may be taken by the trustees in their discretion at any time. On such termination, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal govern- ment, or to a state or local government, for a public purpose. The donor authorizes and empowers the trustees to form and organize a nonprofit corporation limited to the uses and purposes provided for in this Declaration of Trust, such corporation to be organized under the laws of any state or under the laws of the United States as may be determined by the trustees; such corporation when organized to have power to administer and control the affairs and property and to carry out the uses, objects, and purposes of this trust. Upon the creation and organization of such corporation, the trustees are authorized and empowered to convey, transfer, and deliver to such corporation all the property and assets to which this trust may be or become entitled. The charter, bylaws, and other provisions for the organization and management of such corporation and its affairs and property Organizational Setup: Articles of Incorporation 13 shall be such as the trustees shall determine, consistent with the provisions of this paragraph. c) In this Declaration of Trust and in any amendments to it, references to “charitable organizations” or “charita- ble organization” mean corporations, trusts, funds, foundations, or community chests created or organized in the United States or in any of its possessions, whether under the laws of the United States, any state or territory, the District of Columbia, or any possession of the United States, organized and operated exclusively for charita- ble purposes, no part of the net earnings of which inures or is payable to or for the benefit of any private share- holder or individual, and no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which do not participate in or intervene in (including the publishing or distributing of statements) any political campaign on behalf of or in opposition to any candidate for public office. It is intended that the organization described in this paragraph C shall be entitled to exemption from fed- eral income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. d) In this Declaration of Trust and in any amendments to it, the term “charitable purposes” shall be limited to and shall include only religious, charitable, scientific, literary, or educational purposes within the meaning of those terms as used in section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, but only such purposes as also constitute public charitable purposes under the law of trusts of the State of ______.
Fourth: This Declaration of Trust may be amended at any time or times by written instrument or instruments signed and sealed by the trustees, and acknowledged by any of the trustees, provided that no amendment shall authorize the trustees to conduct the affairs of this trust in any manner or for any purpose contrary to the provi- sions of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. An amendment of the provisions of this Article Fourth (or any amendment to it) shall be valid only if and to the extent that such amendment further restricts the trustees’ amending power. All instruments amending this Declaration of Trust shall be noted upon or kept attached to the executed original of this Declaration of Trust held by the trustees.
Fifth: Any trustee under this Declaration of Trust may, by written instrument, signed and acknowledged, resign his office. The number of trustees shall be at all times not less than two, and whenever for any reason the num- ber is reduced to one, there shall be, and at any other time there may be, appointed one or more additional trustees. Appointments shall be made by the trustee or trustees for the time in office by written instruments signed and acknowledged. Any succeeding or additional trustee shall, upon his or her acceptance of the office by written instrument signed and acknowledged, have the same powers, rights and duties, and the same title to the trust estate jointly with the surviving or remaining trustee or trustees as if originally appointed. None of the trustees shall be required to furnish any bond or surety. None of them shall be responsible or liable for the acts or omissions of any other of the trustees or of any predecessor or of a custodian, agent, depositary or counsel selected with reasonable care. The one or more trustees, whether original or successor, for the time being in office, shall have full authority to act even though one or more vacancies may exist. A trustee may, by appropri- ate written instrument, delegate all or any part of his or her powers to another or others of the trustees for such periods and subject to such conditions as such delegating trustee may determine. The trustees serving under this Declaration of Trust are authorized to pay to themselves amounts for reasonable expenses incurred and rea- sonable compensation for services rendered in the administration of this trust, but in no event shall any trustee who has made a contribution to this trust ever receive any compensation thereafter.
Sixth: In extension and not in limitation of the common law and statutory powers of trustees and other powers granted in this Declaration of Trust, the trustees shall have the following discretionary powers. a) To invest and reinvest the principal and income of the trust in such property, real, personal, or mixed, and in such manner as they shall deem proper, and from time to time to change investments as they shall deem advis- able; to invest in or retain any stocks, shares, bonds, notes, obligations, or personal or real property (including without limitation any interests in or obligations of any corporation, association, business trust, investment trust, common trust fund, or investment company) although some or all of the property so acquired or retained is of a kind or size which but for this express authority would not be considered proper and although all of the
Standard Trust Template, cont. The Ultimate Residency Resource Guide 14 trust funds are invested in the securities of one company. No principal or income, however, shall be loaned, directly or indirectly, to any trustee or to anyone else, corporate or otherwise, who has at any time made a con- tribution to this trust, nor to anyone except on the basis of an adequate interest charge and with adequate secu- rity. b) To sell, lease, or exchange any personal, mixed, or real property, at public auction or by private contract, for such consideration and on such terms as to credit or otherwise, and to make such contracts and enter into such undertakings relating to the trust property, as they consider advisable, whether or not such leases or contracts may extend beyond the duration of the trust. c) To borrow money for such periods, at such rates of interest, and upon such terms as the trustees consider advisable, and as security for such loans to mortgage or pledge any real or personal property with or without power of sale; to acquire or hold any real or personal property, subject to any mortgage or pledge on or of property acquired or held by this trust. d) To execute and deliver deeds, assignments, transfers, mortgages, pledges, leases, covenants, contracts, promis- sory notes, releases, and other instruments, sealed or unsealed, incident to any transaction in which they engage. e) To vote, to give proxies, to participate in the reorganization, merger or consolidation of any concern, or in the sale, lease, disposition, or distribution of its assets; to join with other security holders in acting through a committee, depositary, voting trustees, or otherwise, and in this connection to delegate authority to such com- mittee, depositary, or trustees and to deposit securities with them or transfer securities to them; to pay assess- ments levied on securities or to exercise subscription rights in respect of securities. f) To employ a bank or trust company as custodian of any funds or securities and to delegate to it such powers as they deem appropriate; to hold trust property without indication of fiduciary capacity but only in the name of a registered nominee, provided the trust property is at all times identified as such on the books of the trust; to keep any or all of the trust property or funds in any place or places in the United States of America; to employ clerks, accountants, investment counsel, investment agents, and any special services, and to pay the rea- sonable compensation and expenses of all such services in addition to the compensation of the trustees.
Seventh: The trustees’ powers are exercisable solely in the fiduciary capacity consistent with and in furtherance of the charitable purposes of this trust as specified in Article Third and not otherwise.
Eighth: In this Declaration of Trust and in any amendment to it, references to “trustees” mean the one or more trustees, whether original or successor, for the time being in office.
Ninth: Any person may rely on a copy, certified by a notary public, of the executed original of this Declaration of Trust held by the trustees, and of any of the notations on it and writings attached to it, as fully as he might rely on the original documents themselves. Any such person may rely fully on any statements of fact certified by anyone who appears from such original documents or from such certified copy to be a trustee under this Declaration of Trust. No one dealing with the trustees need inquire concerning the validity of anything the trustees purport to do. No one dealing with the trustees need see to the application of anything paid or trans- ferred to or upon the order of the trustees of the trust.
Tenth: This Declaration of Trust is to be governed in all respects by the laws of the State of ______.
Trustee ______Trustee ______
Information from: Internal Revenue Service, Office of the Treasury Life Cycle of a Public Charity - Sample Articles of Organization - Draft B - Trust www.irs.gov/charities/charitable/article/0,,id=122729,00.html
Standard Trust Template, cont. Mission Statements Organizational Setup: Mission Statements 16
Introduction
A good mission statement should articulate why your organization does what it does (its purpose and values) and how it fulfills its purpose and values.
Examples Art Omi International Arts Center works to further communication and exchange among writers, musicians, and visual artists by offering international working residencies in a peaceful country setting. 1. Why: to further communication and exchange among writers, musicians, and visual artists 2. How: by offering international working residencies in a peaceful country setting
Hedgebrook seeks through principles of land stewardship to balance human needs with those of the earth while providing a nurturing environment in which creativity can thrive. 1. Why: to balance human needs with those of the earth 2. How: through principles of land stewardship; by providing a nurturing environment in which creativity can thrive
A mission statement should be: Free of jargon Concise (short enough for everyone to memorize and recite easily) Articulate Neither too specific or too vague
The problem with mission statements that are too vague is that they do not articulate an organization’s unique- ness of purpose—they often include a strong sense of “why” and little to no “how”. Likewise, mission state- ments that are too specific water down the core message and are limiting (for example, if you describe all the activities you currently have, your mission statement may soon be out of date if you decide to change your pro- gramming).
Example Too vague: XYZ’s mission is to foster creativity in the arts. Less vague: XYZ’s mission is to foster creativity in the arts through multidisciplinary programs. More specific: XYZ’s mission is to foster creativity in the arts through residencies, exhibitions, and educational programs that encourage dialogue across disciplines. Too specific: XYZ’s mission is to foster, nurture and protect creativity in the arts through long- and short-term residencies, curated exhibitions, and on-site educational programs that encourage dialogue across disciplines.
A mission statement is more than an introduction to your organization—it is the guidepost by which all the organization’s activities should be measured. As you develop your programming, you should ask “Does this fit with my mission?” It’s natural that mission statements change as an organization evolves; however, a good mis- sion statement will leave room for growth and won’t require re-writing regularly. The Ultimate Residency Resource Guide 17
How to Develop or Revise a Mission Statement
From the Drucker Foundation Self-Assessment Tool
The work plan to develop a mission statement calls for a committee to develop a draft statement and recom- mend it for the board chairman’s endorsement, who then proposes the mission statement for approval by the board. Some groups are able to develop a revised mission very quickly, while others conduct the work over a period of weeks or even months. If the mission is being revisited outside a full self-assessment process, the com- mittee must, at bare minimum, be able to identify the organization or initiative’s primary audience and what the goals and results should be. If understanding or agreement is insufficient on these key points, deeper involve- ment in the self-assessment process is necessary before an effective mission statement can be developed.
Step 1: Establish a mission statement committee The task of the committee is to agree on a draft mission statement to be presented to the board for approval. Members should include the chief executive, the board chairman or another representative of the board, a writer, and a manageable number of additional members who represent different parts of the organization and who are keen to take on the task. Having a facilitator is helpful. It can be particularly beneficial if this individ- ual has facilitated other parts of the organization’s self-assessment process.
Step Who’s Responsible 1. Establish a mission-writing group. Choose a facilitator and writer. Chief executive
2. At a first meeting of the writing group: Chief executive, facilitator Adopt criteria for an effective mission statement. Gather ideas and suggestions for first drafts.
3. Develop one or more draft statements. Writer
4. In a second group meeting, judge initial drafts against criteria and Writing group, facilitator suggest revisions or new options. 5. Develop second drafts. Writer
6. Gain feedback from outside the writing group. Chief executive, others as assigned
7. Summarize feedback and distribute second drafts and summary to Chief executive, writer the writing group. 8. In a third group meeting: Writing group, facilitator Make recommendations for final revisions and propose a draft mis- sion statement for board approval; or Sum up the status of the process and determine next steps.
9. Give preliminary endorsement to the proposed mission statement. Board chairman
10. Present the proposed mission statement for board approval. Board chairman Organizational Setup: Mission Statements 18
Step 2: Adopt criteria for an effective mission statement; gather ideas and suggestions for first drafts The suggested criteria for an effective mission statement are that it: G Is short and sharply focused G Is clear and easily understood G Defines why we do what we do; why the organization exists G Does not prescribe means (says why, rather than what) G Is sufficiently broad G Provides direction for doing the right things G Addresses our opportunities G Matches our competence G Inspires our commitment G Says what, in the end, we want to be remembered for
Following the adoption of criteria, the group moves on to ideas and suggestions for the mission statement. This exercise begins with reviewing the suggestions from a self-assessment retreat or second group discussion, then adding to them. What is important at this point is to develop the widest possible set of options without being overly critical of any. One idea-generating technique: Go around the group two or three times asking for the one word that must be in the mission statement. To conclude the exercise, the group: G Posts and reviews all ideas and suggestions. The facilitator draws a circle around the words or phrases that appear most often. G Discusses key ideas or themes that must be captured in the new mission statement. G Discusses key ideas or themes that must not be part of the new mission statement.
Step 3: Develop one or more draft statements. Following the meeting, the writer—either alone or with a small subgroup—develops drafts of at least two possi- ble new mission statements that are distributed before the next meeting.
Step 4: Judge initial drafts against criteria and suggest revisions or new options The second meeting of the committee should begin with a discussion of the protocols (outlined next) that will be followed to judge the drafts and make suggestions. People should also be encouraged to “listen between the lines.” This step in the process is highly structured, but on more than one occasion, someone in a group offers a comment or phrase that turns out to be the perfect nugget on which to build the new mission statement. If the group has a “Eureka!” moment, go with it.
Step 5: Develop second drafts Following the meeting, the writer or small subgroup develops a second draft of one or more possible new mis- sion statements.
Step 6: Gain feedback from outside the committee
Step 7: Summarize feedback and distribute second drafts and summary to committee
Step 8: Propose a draft mission statement or determine next steps With some groups, the process for developing a mission statement flows with ease to a unanimous and enthusi- astic conclusion. With most, the process proves demanding but worthwhile when a strong statement emerges. A small number of groups come to feel they have been given the riddle of the Sphinx.
Mission-committees may choose to propose more than one statement for the board chairman or full board to consider, may ask for a board discussion to gain input and direction, or may simply go into another round of drafts and keep at it until the issue is resolved. If a group truly gets stuck, it may be helpful to let the task lie for a time and come back to it or take the challenge to a specialist outside the organization and gain a completely fresh perspective. As Peter Drucker reminds us, “What counts is not the beauty of the mission statement. What
How to Develop or Revise a Mission Statement, cont. The Ultimate Residency Resource Guide 19 counts is your performance.” It may, in the end, be most preferable to suggest an interim statement and live with it for a time before making a final decision.
Step 9: Gain preliminary endorsement of the proposed mission statement The board chairman’s preliminary endorsement is always necessary before he or she presents a proposed mission statement to the full board for approval.
Step 10: Present the proposed mission statement for board approval The board chairman presents the proposed mission statement. The approval of the mission is one of the board’s most important strategic planning responsibilities. If the board rejects a proposed mission, consideration of other goals is postponed until a mission is approved.
The Drucker Foundation Self-Assessment Tool: Process Guide a publication of the Drucker Foundation and Jossey-Bass, Inc., Publishers Copyright © 1999 by The Peter F. Drucker Foundation for Nonprofit Management Available on the Drucker Foundation Web site, www.pfdf.org/leaderbooks/sat
How to Develop or Revise a Mission Statement, cont. Organizational Setup: Mission Statements 20
Sample Mission Statements
18th St. Arts Center: 18th Street Arts Center is a nonprofit residential arts center in Santa Monica that supports artists and arts organizations dedicated to issues of community and diversity in contemporary society.
The American Academy in Berlin: Our mission is to establish intellectual and professional ties between Germans and Americans in the arts, humanities, and public affairs.
Art Omi International Arts Center: Art Omi International Arts Center works to further communication and exchange among writers, musicians, and visual artists by offering international working residencies in a peaceful country setting.
Atlantic Center for the Arts: Atlantic Center for the Arts is a nonprofit, interdisciplinary artists’ community and arts education facility dedicated to promoting artistic excellence by providing talented artists an opportunity to work and collaborate with some of the world’s most distinguished contemporary artists in the fields of compos- ing, visual, literary, and performing arts.
Archie Bray Foundation: The primary mission of the Archie Bray Foundation is to make available for all who are sincerely interested in any of the ceramic arts, a fine place to work.
Bullseye Connection: To make the world’s most versatile glass for creative expression. To remove the technical barriers between glassworking disciplines through research and education.
Caldera: Caldera is a multidisciplinary arts organization committed to fostering creativity, provoking experimen- tation and stimulating a deeper appreciation for the environment.
Center for Contemporary Printmaking: To support and encourage serious emerging and professional artists in the creation of original prints and to educate the community to a better understanding and appreciation of prints and the process of printmaking.
The Hall Farm Center for Arts & Education: The Hall Farm Center for Arts & Education is a nonprofit organi- zation dedicated to promoting the processes of artistic creation and their integration into school and society.
Hedgebrook: Hedgebrook seeks through principles of land stewardship to balance human needs with those of the earth while providing a nurturing environment in which creativity can thrive.
Jacob’s Pillow Dance Festival: To support dance creation, presentation, education, and preservation; and to engage and deepen public appreciation and support for dance.
Montalvo: Montalvo is a nonprofit organization dedicated to forging meaningful connections between art, artists and the communities we serve, through creation, presentation and education in extraordinary ways and settings.
Penland School of Crafts: The mission of Penland School of Crafts is individual and artistic growth through craft.
Roswell Artist-in-Residence Program: To provide gifted, studio-based, visual artists with the unique opportunity to concentrate on their work in a supportive, collegial environment for a whole year.
The Constance Saltonstall Foundation for the Arts: To support visual and literary artists in New York State, especially in the Finger Lakes Region.
Santa Fe Art Institute: To provide a unique opportunity for emerging artists to pursue a brief, intense period of study with critically acclaimed visiting artists. The Ultimate Residency Resource Guide 21
Lillian E. Smith Center for the Creative Arts: To offer a place where gifted creative artists and scholars in vari- ous disciplines may find the conditions of quiet solitude and privacy in which to pursue their work.
Ucross Foundation Residency Program: It is the mission of the Ucross Foundation Residency Program for the arts and literature to actively support and participate in the process by which a society is strengthened and emboldened by its most forward looking arts.
Yaddo: To nurture the creative process by providing an opportunity for artists to work without interruption in a supportive environment.
Sample Mission Statements, cont. Bylaws Organizational Setup: Bylaws 23
Introduction
Bylaws are the most important document for many organizations. Unless there are higher governing authorities (such as state statutes or corporate charters), the bylaws define the organization and how it functions.
Formerly, it was common practice to separate the rules governing an organization into two separate docu- ments—a “constitution” and “bylaws.” The recommended practice now is to combine these two documents into one known as the “bylaws” or the “constitution and bylaws.”
Bylaws can vary in size from one to fifty pages. Like clothes, bylaws should be made to fit the organization they are meant to serve. No one set of bylaws is appropriate for all organizations.
The following tips are applicable to most bylaws: G Language should be clear and concise. G Sentences should be structured so that it is impossible to quote provisions out of context. G A standard format (see below) can help in avoiding repetition and in locating provisions. G Do not include requirements from state law or higher governing authorities (lest the appearance be given that these rules can be changed). G If the bylaws state that elections are to be by ballot, this provision cannot be suspended (even if there is only one candidate for office). G Make provisions for calling special meetings. G Clearly define the duties and powers of any executive board or committee. G Describe the method (including any notice requirements) for amending the bylaws. G Be careful not to set a quorum for meetings that is too high and may be difficult to obtain. G Do not place purely procedural rules, such as the order of business for meetings, in the bylaws.
Suggested Bylaws Sections: I. Name and Location II. Members III. Board of Directors IV. Officers V. Committees VI. Meetings VII. Action Without Meeting, Waivers, Proxy Voting, etc. VIII. Amendment
Information adapted from Jim Slaughter: www.sideroad.com/Parliamentary_Procedures/constitution-bylaw.html The Ultimate Residency Resource Guide 24
McColl Center for Visual Art—Bylaws (Formerly Tryon Center for Visual Art)
ARTICLE I. OFFICES The principal office of the Corporation in the State of North Carolina shall be located at 345 North College Street, Charlotte, Mecklenburg County, North Carolina.
The Corporation may have such other offices, either within or without the State of North Carolina, as the Board of Directors (the “Board”) may determine or as the affairs of the Corporation may require from time to time.
The Corporation shall have, and continuously maintain, in the State of North Carolina, a registered office and a registered agent whose office is identical with such registered office, as required by the North Carolina Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of North Carolina, and the address of the registered office may be changed from time to time by the Board.
ARTICLE II. BOARD OF DIRECTORS Section 1. General Powers. The affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of the State of North Carolina.
Section 2. Number, Election and Tenure. The Board of the Corporation shall consist of not less than twenty- one and not more than thirty-six elected members as determined from time to time by the Board of Directors. In addition, the President shall be an ex officio, nonvoting member of the Board. Each director shall be elected to a term of office of three years, except that the term of office for the initial Board shall be staggered. As to the ini- tial Board, approximately one-third of the members shall be elected to a one year term; approximately one-third shall be elected to a two year term; and approximately one-third shall be elected to a three year term.
In identifying and recruiting Board members: Visual Arts Organization/Artists Colony shall strive to ensure that the Board reflects the human diversity of Charlotte/Mecklenburg in terms of race national origin, gender and age.
Directors may be elected to succeed themselves, but no director shall serve for more than two full consecutive three-year terms, unless the director shall be serving as Chair of the Board, Chair-Elect or Immediate Past Chair, in which event the director serving in that capacity shall have his or her term extended to allow the director to fulfill the duties of that position, including service on the Executive Committee.
Section 3. Meetings. The Board shall have regular meetings a minimum of six times per year, including the annu- al meeting to be held in May. The Board may provide by resolution the time and place, within or without the State of North Carolina, for the holding of additional regular meetings of the Board without other notice than such resolution. Special meetings of the Board may be called by or at the request of the Chair of the Board or any five directors. Unless approved by a vote of the Board at a meeting at which a quorum is present, meetings of the Board shall be held in Mecklenburg County, North Carolina.
Section 4. Notice. Notice of any special meeting of the Board shall be given at least three days prior thereto by written notice delivered personally or sent by mail, telegram or telefax to each director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.
Sample Bylaws—McColl Center for Visual Arts Organizational Setup: Bylaws 25
Section 5. Quorum. One-third of the Board members serving at any time shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than one-third of the directors are present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
Section 6. Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.
Section 7. Vacancies. Any vacancy occurring in the Board may be filled by the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
ARTICLE III. BOARD CHAIR Section 1. Chair. The Board shall be presided over by a director who is elected by the Board to serve as Chair of the Board. In addition, the Board shall elect a Chair-Elect of the Board. Upon expiration of his/her term, the Chair shall continue on the Board as Immediate Past Chair for one year.
Section 2. Election and Term of Office. The Chair and Chair-Elect of the Board shall be elected annually by the Board at the annual May meeting of the Board. If the election of the Chair and Chair-Elect shall not be held at such meeting, such election shall be held as soon thereafter as convenient. The term of office for the Chair and for the Chair-Elect shall be one year.
Section 3. Removal. Any Chair or Chair-Elect elected or appointed by the Board may be removed by the Board whenever in its judgment the best interest of the Corporation would be served thereby.
Section 4. Vacancies. Vacancy in the office of Chair or Chair-Elect because of death, resignation, removal, dis- qualification or otherwise, may be filled by the Board for the unexpired portion of the term.
Section 5. Chair of the Board. The Chair of the Board shall preside at all meetings of the Board. The Chair of the Board shall appoint the members of the committees of the Corporation as may be established from time to time pursuant to Article V, Section 2, of these Bylaws, and shall perform such other duties as may be required by the Board.
Section 6. Chair-Elect of the Board. The Chair-Elect of the Board shall preside at meetings of the Board of the Corporation if the Chair of the Board is absent, and shall assist in activities of the Chair of the Board when called upon to do so. The Chair-Elect of the Board shall succeed to the position of Chair of the Board upon the expiration of the term of Chair-Elect.
Section 7. Immediate Past Chair. The Immediate Past Chair of the Board shall preside at meetings of the Board if both the Chair of the Board and the Chair-Elect are absent and shall assist in other activities of the Corporation when called upon to do so.
ARTICLE IV. OFFICERS Section 1. Officers. The officers of the Corporation shall be an Executive Director, one or more Vice Presidents (the number thereof to be determined by the Board), a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Treasurer shall be a member of the Board and shall not be an employee of the Corporation. The other officers of the Corporation may be employees of the Corporation, and need not be members of the Board. In addition, the Board may appoint an employee as President (who, if so appointed shall be the Executive Director) and may elect such additional officers as shall be desirable. The Executive Director may recommend individuals to the Board, or any nominating committee there- of for election as officers. The officers shall have the authority and perform the duties prescribed from time to time by the Board. Any two or more offices may be held by the same person. Any officer elected or appointed by the Board may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby, but such removal and termination of any officer shall be without prejudice to the contract rights,
Sample Bylaws—McColl Center for Visual Arts, cont. The Ultimate Residency Resource Guide 26 if any, of the officer so removed.
Section 2. Appointment and Term of Office. The officers of the Corporation shall be appointed by the Board to serve at the pleasure of the Board for such term of office as the Board may designate. New offices may be creat- ed and filled during any meeting of the Board.
Section 3. President/Executive Director. The President or Executive Director shall be the principal executive offi- cer of the Corporation and, subject to direction of the Board, shall supervise and control the management of the Corporation. The President/Executive Director shall carny out the policies promulgated by the Board, in the job description as adopted and modified by the Board, and shall implement the actions approved by the Board. The President/Executive Director shall supervise the other officers of the Corporation in the performance of their duties as officers. The President/Executive Director may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board, any deeds of trust, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws or by statute to some other officer or agent of the Corporation; and in general, the President/Executive Director shall perform all duties incident to the office of the President/Executive Director and such other duties as may be prescribed by the Board from time to time.
Section 4. Vice President. In the absence of the President/Executive Director or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice President des- ignated as “Executive” or “First” Vice President, or if none are so designated, the Vice President with the longest tenure of employment with the Corporation) shall perform the duties of the President/Executive Director, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President/Executive Director. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President/Executive Director.
Section 5. Treasurer. The Treasurer shall be a member of the Board and shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board or the President/Executive Director; and in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board. If required by the Board, the Treasurer shall give a bond of the faith- ful discharge of his or her duties in such sum and with such surety or sureties as the Board shall determine.
Section 6. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provi- sions of these Bylaws or as required by law; maintain and authenticate the records of the Corporation; see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of the Bylaws; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President/Executive Director.
Section 7. Compensation. The compensation of the President/Executive Director of the Corporation shall be fixed by the Board. No other officer shall receive compensation for the performance of his or her duties as an officer unless such compensation shall be authorized by the Board.
ARTICLE V. COMMITTEES Section 1. Committees of Directors. The Board, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board in the management of the Corporation, except that no such committee shall have the authority of the Board: to amend, alter or repeal the Bylaws; elect, appoint or remove any member of any such committee or any director or officer of the Corporation; amend the Articles of Incorporation; restate the Articles of Incorporation; adopt
Sample Bylaws—McColl Center for Visual Arts, cont. Organizational Setup: Bylaws 27 apian of merger or adopt a plan of consolidation with another corporation; authorize the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorize the voluntary dissolution of the Corporation or revoke proceedings therefore; adopt a plan for the distribution of the assets of the Corporation; or amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such commit- tee and the delegation thereto of authority shall not operate to relieve the Board, or any individual director, of any responsibility imposed by law.
Section 2. Other Committees. Other committees not having and exercising the authority of the Board in the management of the Corporation may be appointed in such manner as may be designated by a resolution adopt- ed by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provid- ed in such resolution, the Chair of the Board shall appoint the members thereof. Any member thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best inter- ests of the Corporation shall be served by such removal.
Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Board of the Corporation and until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.
Section 4. Committee Chair. One member of each committee shall be appointed Chair by the person or persons authorized to appoint the members thereof.
Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 6. Quorum. Unless otherwise provided in the resolution of the Board designating a committee, one-third of the whole committee shall constitute a quorum and the act of a majority of the members present at a meet- ing at which a quorum is present shall be the act of the committee.
Section 7. Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board.
ARTICLE VI. ACTION WITHOUT MEETING Any action required by the North Carolina Nonprofit Corporation Action to be taken at a meeting of the Board or of a committee thereof or of any other committee, may be taken without a meeting only if a consent in writ- ing, setting forth the action so taken, shall be signed by all those entitled to vote with respect to the subject mat- ter thereof.
ARTICLE VII. CONTRACTS. CHECKS. DEPOSITS AND FUNDS Section 1. Contracts. The Board may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President/Executive Director or a Vice President of the Corporation.
Section 3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the
Sample Bylaws—McColl Center for Visual Arts, cont. The Ultimate Residency Resource Guide 28
Corporation in such banks, trusts companies or other depositories as the Board may select.
Section 4. Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purpose or for any special purpose of the Corporation.
ARTICLE VIII. BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board and committees having any of the authority of the Board.
ARTICLE IX. FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of July and end on the last day of June in each year.
ARTICLE X. SEAL The seal of the Corporation shall be circular in form and shall have inscribed thereon the name of the Corporation and the work “SEAL.”
ARTICLE XI. WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the North Carolina Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII. AMENDMENTS TO THE BYLAWS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any regular meeting or any special meeting, if at least two days’ written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.
The undersigned hereby certifies that the forgoing is a true and correct copy of the Bylaws of Tryon Center for Visual Art which were adopted as of October 1, 1997
Suzanne Fetscher Chair/President/Executive Director
* * * * * * * * * *
AMENDMENT TO BYLAWS
Article II. Board of Directors Section 2. The Board of the Corporation increases the maximum number of elected members to not more than forty-five for a period of the next three years or until June 30, 2003. As of July 1, 2003, the maximum number of elected members shall revert to thirty-six and shall be accomplished through the attrition of retiring members.
______Secretary
______
Date
Sample Bylaws—McColl Center for Visual Arts, cont. Organizational Setup: Bylaws 29
Virginia Center for the Creative Arts—Bylaws Amended and Restated Bylaws May 30, 2003
ARTICLE I. NAME AND LOCATION The name of this corporation, a Virginia non-stock corporation, shall be Virginia Center For The Creative Arts (the “VCCA”). The VCCA’s principal office shall be located at Amherst, Virginia.
ARTICLE II. MEMBERS The corporation shall have no members.
ARTICLE III. PURPOSE The purpose of the VCCA is to promote the arts of music, literature, drama, architecture, painting, sculpture and other fine arts and to support and encourage those working in the creative arts as further stated in the cor- poration’s Articles of Incorporation. The VCCA shall operate as a not-for-profit corporation in accordance with its Articles of Incorporation.
ARTICLE IV. BOARD OF DIRECTORS 4.1 GOVERNANCE. All corporate powers of the VCCA shall be exercised by or under the authority of a Board of Directors, and all business and affairs of the VCCA shall be managed under the direction of the Board of Directors, subject to any limitation set forth in the Articles of Incorporation.
4.2 NUMBER. The number of directors on the Board shall be no less than ten and no more than fifty. The number of directors may be fixed or changed from time to time by the Board.
4.3 ELECTION AND TERM. There shall be three classes of Directors, with each class containing one-third of the total number of Directors, as near as possible. Board members shall be elected annually by the Board of Directors to succeed those whose terms have expired, for a term of office to expire at the third annual meeting of the Board after their election. Except as otherwise approved by the Board, each director may serve a maximum of three consecutive three-year terms, except that a Director who is an officer may continue to serve on the Board until the Director’s term as officer expires. A person who has served as a Director for three consecutive terms may be reelected to the Board after a one-year absence. No individual will be named or elected as a Director without the individual’s prior con- sent.
4.4 REMOVAL; RESIGNATION; VACANCIES. The Board may remove any Director, with or without cause, but only at a meeting called for that purpose and the notice of the meeting states that purpose. Removal of a Trustee shall be effective only if two-thirds of the members of the Board votes in favor thereof. A Director may resign at any time by written notice to the Board. A resignation is effective when delivered unless the notice specifies a later date. A vacancy on the Board may be filled by the Board in its discretion, but need not be filled as long as the provisions of Article 4.2 are satisfied.
4.5 DIRECTOR RESPONSIBILITIES. In addition to their general responsibilities as directors under law, members of the Board of Directors, unless otherwise permitted by the President or the Board, shall chair or serve on a minimum of one of the Standing Committees specified in these By-laws, or any other Special Committee appointed by the Board. Directors shall support the VCCA through annual pledges, service, in-kind gifts and attendance at scheduled Board meetings, Committee meetings and other VCCA activities as appropriate. Chairs are not required to serve on committees other than the one chaired.
Sample Bylaws—Virginia Center for the Creative Arts The Ultimate Residency Resource Guide 30
4.6 HONORARY DIRECTORS. The Board may appoint such persons as it deems appropriate to serve as Honorary Directors for such terms as may be specified at the time of appointment. Honorary Directors may participate in meetings of the Board to the extent permitted by the Board but shall not have a vote nor be counted for purposes of determining a quo- rum.
4.7 ADVISORY COUNCIL. The Board may appoint such persons as it deems appropriate to serve on an Advisory Council for such terms as may be specified at the time of appointment. Members of the Advisory Council shall be permitted to partici- pate in meetings of the Board to the extent permitted by the Board, but they shall not have a vote nor be count- ed for quorum purposes.
4.8 MEETINGS. There shall be an annual meeting of the Board of Directors in May, or at such other time before the end of the VCCA fiscal year as the Board may determine, for purposes of electing Directors and carrying on such other business as may come before the meeting. The Board may hold such other regular meetings as it may determine but shall meet not less than three times a year, including the annual meeting.
Special meetings may be called by the President or by one fourth of the number of then serving Directors. Only business within the purpose described in the notice for the Special Meeting may be conducted at the meeting. Unless otherwise specified in the notice of a meeting, all meetings shall be held at the VCCA’s principal place of business.
4.9 NOTICE. Notice for all Board meetings shall be given to each Director by sending such notice to his/her residence or busi- ness address or such other place as he/she may specify by mail, messenger, electronic or other means of written communication not less that three days before the meeting or by telephoning such notice to him/her not less than two days before the meeting. Any such notice shall set forth the time and place of the meeting and, if for a special meeting, shall state the purpose for which it is called.
4.10 WAIVER. A Director may waive any notice required by law, the Articles of Incorporation or these Bylaws at any time. Except as set forth below, such waiver shall be in writing and shall be filed by the Secretary with the minutes of the meeting. A Director’s attendance at or participation in a meeting waives any required notice to such Director unless the Director promptly upon arrival objects to the meeting and does not thereafter vote or assent to action taken at the meeting.
4.11 QUORUM; VOTING. A majority of the Directors in office immediately before a meeting begins shall constitute a quorum. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board unless otherwise specified in these Bylaws.
4.12 TELEPHONIC MEETINGS. The Board may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication which shall permit all Directors participating to simultaneously hear each other during the meeting. A Director participating in a meeting by such means is deemed to be in attendance in person at the meeting.
4.13 ACTION WITHOUT MEETING. Action required or permitted to be taken at a Board meeting may be taken without a meeting if the action is evi- denced by one or more written consents signed by each Director.
Sample Bylaws—Virginia Center for the Creative Arts, cont. Organizational Setup: Bylaws 31
ARTICLE V. OFFICERS
5.1 OFFICERS OF THE BOARD OF DIRECTORS. Officers of the VCCA Board shall be the President, President Elect, Past President, Secretary and Treasurer, and in the discretion of the Board, such other officers and assistant officers as may be deemed necessary or advisable to carry out the business of the VCCA. All officers shall be members of the Board and may be removed at any time, with or without cause.
5.2 TERM OF OFFICE. Officers shall be elected at the appropriate annual meeting of the Board to serve a term of two years or until their successors are elected. Any officer may resign at any time upon written notice to the Board and such resig- nation shall be effective when notice is delivered unless the notice specifies a later effective date. In the case of removal or resignation of any officer, the Board shall appoint another member of the Board to complete the term of the officer. Persons elected as officers may be reelected to the same office or be elected to another office. Notwithstanding the provisions of Article IV, the term of any officer as a Director shall be extended until such time as the officer ceases to serve in such office.
5.3 PRESIDENT. The President, as the VCCA’s principal officer, shall preside at all Executive Committee and Board meetings and exercise general supervisory authority over the property, business and affairs of the VCCA and over the other officers. The President shall act as a liaison between the Executive Director and the Board and shall at each annual meeting render a report as to the condition and business of the VCCA. The President is authorized to sign checks, notes, drafts and other orders for payment and all other written instruments of the VCCA and shall perform such duties as are incident to his/her office or as may be prescribed by the Board from time to time.
5.4 PRESIDENT ELECT. The President Elect shall, in the absence or disability of the President, exercise the powers and perform the duties of the President; shall assist the President in the performance of the President’s duties; and shall perform such duties as may be prescribed by the Board or the President from time to time. The person serving as President Elect shall be elected President at the next annual meeting of the Board at which the then President’s term shall expire or upon the expiration of the term of office of the then current President.
5.5 SECRETARY. The Secretary shall keep records of all meetings of the Board, the Executive Committee and authenticating records of the VCCA, issue notice of meetings, maintain or cause to be maintained a roll of the Board and Executive Committee members showing their place of residence and date of election to office and perform other duties customarily pertaining to the office of Secretary and as the Board or President may prescribe from time to time.
5.6 TREASURER. The Treasurer shall keep an account of all funds, securities and other like property in the name of the VCCA. The Treasurer shall endorse such checks, notes and bills for deposit only as may be necessary for the business of the VCCA. The Treasurer shall have authority to collect the funds of the VCCA and shall deposit or cause to be deposited such funds in a bank or banks or trust company approved by the Executive Committee but the funds shall not be drawn from there except in the manner designated hereafter. Checks, notes and drafts and other orders for payment of money shall be signed by the Treasurer or other such persons as the Board may authorize from time to time. The Treasurer shall render or cause to be rendered regular financial reports to the Board and Executive Committee at scheduled meetings; shall prepare or cause to be prepared an annual financial statement for approval by the Board; shall ensure that an independent audit of the books is performed on an annual basis; and shall perform such other duties customarily pertaining to the office of Treasurer.
Sample Bylaws—Virginia Center for the Creative Arts, cont. The Ultimate Residency Resource Guide 32
5.7 PAST PRESIDENT. At the annual meeting at the end of the term of the then President, such officer shall be elected to the office of Past President. The Past President shall render such advice and counsel to the President and other officers as may be appropriate and necessary to ensure a smooth transition of office to the incoming officers and to serve the best interests of the VCCA.
ARTICLE VI. BOARD COMMITTEES
6.1 COMMITTEES. The Board of Directors shall create such Standing Committees as specified in these Bylaws and such other Special Committees as it shall deem appropriate from time to time. The Board shall appoint Directors to serve on Committees and each Committee shall have two or more members who serve at the pleasure of the Board. The Board shall further appoint a Chairperson, and if it deems appropriate a Vice Chairperson, for each Committee.
6.2 AUTHORITY OF COMMITTEES. To the extent specified by the Board or by the Bylaws, each Committee may exercise the authority of the Board of Directors, except that a Committee may not fill vacancies on the Board of Directors or any of its Committees; amend the Articles of Incorporation; adopt, amend or repeal the Bylaws; or approve a plan of merger involving the VCCA.
6.3 MISCELLANEOUS. The provisions of these Bylaws which govern meetings, action without meetings, notice and waiver, and quorum and voting requirements of the Board of Directors shall apply to Committees of the Board and their members as well except that one-half of the members of a Committee shall constitute a quorum for the transaction of business at any Committee meeting.
6.4 Executive Committee. The Board shall elect from among its members an Executive Committee of not less than five (5) nor more than eleven (11) persons, but always an odd number, who shall be authorized to manage the affairs of the VCCA with full power of the Board during the interim between Board meetings. The President, President Elect, Secretary, Treasurer and immediate Past President shall serve on the Executive Committee and such other Directors as the Board may deem appropriate. Chairpersons of all other Standing Committees, Special Committees and staff persons who are not otherwise members may attend the Executive Committee meetings as invitees, but shall have no voting rights.
6.5 Other Standing Committees. (a) Board Development and Nominating Committee (the “Nominating Committee”) The Nominating Committee shall consist of not less than three members and shall recommend to the Executive Committee candidates for membership on the Board of Directors, recommend a slate of officers for election at the annual Board meeting, recommend Committee assignments, assist in conducting orientation for new mem- bers of the Board and engage in all other activities relating to the recruitment, nomination, election and training of officers and Directors and oversee the consideration and development of recommendations to the Board related to organizational issues. The President Elect shall be a member of the Nominating Committee.
(b) Development Committee. The Development Committee shall consist of not less than three persons and shall coordinate all income and fund generation programs, policies and activities, including the solicitation of businesses, foundations and indi- viduals, grant writing, the planning and implementation of financial resource development and related market- ing projects, fundraising events and the annual fundraising campaign.
(c) Finance Committee. The Finance Committee shall consist of not less than three members, one of whom shall be the Treasurer, who
Sample Bylaws—Virginia Center for the Creative Arts, cont. Organizational Setup: Bylaws 33 shall also serve as Chair of the Finance Committee. The Finance Committee shall prepare and submit to the Board a proposed annual budget for the VCCA’s funds, develop and enforce rules governing the expenditure of such funds, assist the Treasurer in preparing financial reports to the Board, provide for and oversee an annual audit of the VCCA’s expenditures and accounts and coordinate all finance activities with other Committees of the Board as appropriate.
(d) Building and Grounds Committee. The Buildings and Grounds Committee shall oversee the maintenance, repair, acquisition and disposition of the VCCA’s buildings, grounds, facilities and equipment. The Committee shall research and recommend such build- ing maintenance, refurbishment and construction projects and identify and recommend such facilities as shall be necessary or appropriate to carry out the VCCA mission. In coordination with the Finance Committee, the Committee will oversee capital expenditures and prepare an annual facilities budget.
(e) Strategic Planning Committee. The Strategic Planning Committee shall consist of not less than three persons and shall be responsible for devel- oping and recommending a Strategic Plan for the VCCA and for periodically reviewing the same and making such recommendations for changes thereto as it may deem appropriate. The Committee will review the evalua- tive study by Emergence Brand Labs of Richmond, Virginia and recommend an implementation strategy and will recommend the performance of such other studies or surveys as it may deem appropriate. Without limiting the scope of the Committee’s activities, the Committee will evaluate the VCCA’s marketing and public and media relations programs and will make such recommendations for improvements thereto as it shall deem appropriate.
ARTICLE VII. MISCELLANEOUS.
7.1 Books and Records. The VCCA shall keep appropriate, correct and complete books and records of account and shall keep as perma- nent records minutes from all Board meetings, all Board actions taken by written consent and all actions taken by a Committee on behalf of the Board. The VCCA shall also keep at is principal office: its Articles of Incorporation and all amendments currently in effect; its bylaws and all amendments currently in effect; a list of the names and addresses of all current Board members and officers; and its most recent annual report filed with the Virginia State Corporation Commission as required by law.
7.2 Amendments. These Bylaws may be amended, repealed or altered in whole or in part by the Board of Directors.
Sample Bylaws—Virginia Center for the Creative Arts, cont. The Ultimate Residency Resource Guide 34
The Bylaws of the Corporation of Yaddo
AS AMENDED BY THE BOARD OF DIRECTORS ON SEPTEMBER 11, 2004
ARTICLE 1
NAME, OFFICE AND SEAL
Section 1. The name of the Corporation shall be THE CORPORATION OF YADDO.
Section 2. The office of the Corporation shall be at Yaddo, Saratoga Springs, New York.
Section 3. The seal of the Corporation shall be circular in form, with the words, “The Corporation of Yaddo” and “New York” in circumference, and the figures “1900” in the center thereof, and the same shall be kept in the custody of the Secretary.
ARTICLE 2
MEMBERS
Section 1. Any person may become a member of the Corporation on being elected to membership by a three- fifths vote of the directors of the Corporation. Except for any member who was elected prior to September 9, 1989, who shall be deemed a Life Time Member upon the twelfth anniversary of his or her election, each mem- ber shall be elected for a term of four years. Members may be elected to three consecutive four-year terms. Thereafter, a member who is still active may in appropriate circumstances be elected to the status of Life Time Member. Less active members may in appropriate circumstances be elected to the status of Inactive or Emeritus Members.
Section 2. Any member may withdraw from the Corporation by delivering his withdrawal in writing to the Chairman or Secretary of the Corporation, and the acceptance of such withdrawal, unless required by the terms thereof, shall not be necessary to make such withdrawal effective.
ARTICLE 3
MEETINGS OF MEMBERS
Section 1. The annual meeting of the members of this Corporation shall be held on the Saturday after Labor Day in September of each year at Yaddo, Saratoga Springs, New York, for the election of directors and for such other business as may properly come before such meeting, but the time and place may be changed by the Executive Committee by giving at least ten days’ notice thereof in writing of the time and place of such annual meeting.
Section 2. Special meetings of the members of the Corporation shall be called at any time upon the written request of two directors to the Chairman to call the same, or by the Chairman without any request. Notice of such special meeting, stating the time, place and object thereof, shall be given by mailing a notice thereof, postage prepaid or by telecopier (FAX), at least five days before the meeting, addressed to each member of the Corporation at his post office address or telecopier (FAX) number, as the name appears upon the records of the Corporation.
Section 3. Each member of the Corporation, whether voting in person or by proxy, shall be entitled to one vote at all meetings. The presence of one-third of the membership of the Corporation, in person or by proxy, shall be necessary to constitute a quorum at any meeting. In the absence of a quorum, a majority of the members so
Sample Bylaws—Yaddo Organizational Setup: Bylaws 35 present or represented may adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been trans- acted at the meeting as originally called. Proxies shall be in writing and shall be revocable at the pleasure of the member executing same. Unless the duration of the proxy is specified, it shall be invalid after eleven months from the date of its execution.
Section 4. The Chairman or, in his absence, the Vice-Chairman, shall preside at all meetings of the members. In the absence of the Chairman and the Vice-Chairman, a Chairman shall be chosen by the members present. The Secretary or, in his absence, the Assistant Secretary of the Corporation shall act as Secretary at all meetings of the members. In the absence of the Secretary and the Assistant Secretary, the presiding officer may appoint any person to act as Secretary of the meeting.
Section 5. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for him by proxy. Every proxy must be dated and signed by the member or his attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the mem- ber executing it, except as otherwise provided by law. Should more than one proxy be executed by a member for any one meeting, the one dated latest shall control. Should matters arise relating to the use of proxies that are not governed by these Bylaws, they shall be governed by ROBERTS RULES OF ORDER.
ARTICLE 4
DIRECTORS
Section 1. The affairs of the Corporation shall be managed by a Board of Directors which shall consist of not less than ten nor more than twenty-four. Each director shall be elected for a term of four years, the term of one- fourth expiring each year. Directors may be elected to two consecutive four-year terms, but before being elected to additional terms, at least one year must elapse, provided, however, that up to eight Directors out of the entire Board of Directors may be elected to serve additional consecutive terms in appropriate circumstances. Any director may resign at any time by delivering his resignation in writing to the Corporation, and the acceptance of such resignation, unless required by the terms thereof, shall not be necessary to make such resignation effec- tive. Any director may be removed either with or without cause at any time by the vote of two-thirds of the full number of directors.
Section 2. In case of a vacancy occurring in the Board of Directors, the same shall be filled by a majority vote of the remaining members of such board. The director thus elected shall continue to serve for the remainder of the unexpired term of the director whom he or she is replacing.
Section 3. The directors may adopt such rules and regulations for the conduct of their meetings, and the man- agement of the affairs of the Corporation, as they may deem proper, not inconsistent with the laws of the State of New York, the Certificate of Incorporation, or with these Bylaws.
Section 4. In response to the special conditions occasioned by the centenary of Yaddo’s incorporation, the restriction on the number of Directors who may be elected for more than two consecutive four-year terms shall be suspended temporarily from the annual meeting in September 1997 to the annual meeting in September 2002. Furthermore, the maximum number of Directors shall increase temporarily to thirty beginning at the annual meeting in September 1997 and then decrease to twenty-four by at least one annually beginning at the annual meeting in September 2002.
ARTICLE 5
MEETINGS OF DIRECTORS
Section 1. The directors shall meet immediately after the annual meeting for the purpose of electing officers. At
Sample Bylaws—Yaddo, cont. The Ultimate Residency Resource Guide 36 said annual meeting of the directors, the time and place shall be fixed for one other meeting within the ensuing year. Special meetings shall be held whenever called by the Chairman, or by any two of the directors. Notice of such special meeting, stating the time, place and object thereof, shall be given by mailing a notice thereof, postage prepaid or by telecopier (FAX), at least five days before the meeting, addressed to each member of the Corporation at his post office address or telecopier (FAX) number, as the name appears upon the records of the Corporation. One-third of the current directors shall constitute a quorum. If at any meeting of the Board there shall be less than a quorum present, a majority of those present (or if only one be present, then that one) may adjourn the meeting from time to time until a quorum is obtained, and at any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as origi- nally called. To the extent permitted by law, a resolution in writing signed by all of the directors shall be as valid as if it had been passed at a meeting of the Board of Directors duly called and constituted.
Section 2. Any one or more directors of the board or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall con- stitute presence in person at a meeting.
Section 3. Any action required or permitted to be taken at any meeting of the Board of Directors or of any com- mittee thereof may be taken without a meeting if all members of the Board of Directors or of such committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action. Any such resolu- tion and the written consents thereto shall be filed with the minutes of proceedings of the Board of Directors or of such committee.
Section 4. The Chairman, Treasurer, and President of the Corporation shall present at the annual meeting full reports of the operations of the Corporation for the prior year. The Chairman’s report shall contain a summary of the operations of the Corporation, with recommendations. The Treasurer’s report shall contain a full finan- cial statement, including an appraisal of the property of the Corporation and its investments and the fiscal oper- ations for the year. The President`s report shall review the administration of the estate and shall include a list of the guests, with periods of residence, and a detailed statement of the costs of operation, and such other informa- tion and recommendations as the President may desire.
ARTICLE 6
WAIVER OF NOTICE
Section 1. Any director or member (to the extent permitted by law) may at any time, in writing, waive notice required to be given under these Bylaws.
ARTICLE 7
OFFICERS
Section 1. The Board of Directors, as soon as practicable after the annual meeting of the members of the Corporation, shall choose one of their number to be Chairman and Vice-Chairman for the ensuing year, a Corporate Secretary, and a Treasurer. In addition, the Board of Directors shall at such time appoint the President pursuant to this Article 7, as well as such other officers, including one or more vice-presidents, a Recording Secretary and Assistant Treasurer, as it may determine. Each of such officers shall serve for a term of one year, or until a successor shall be elected. In case of a vacancy in any of such offices, the same may be filled by the Board of Directors at any meeting. The duties usually attaching to such several offices shall prevail in the case of the said officers named, and such officers shall have such other powers and duties as may from time to time be assigned to them by the Board of Directors. The Treasurer shall have the care and custody of all the funds and securities of the Corporation, shall deposit the same in the name of the Corporation, in such financial institu- tion as the directors may select, and is authorized to sign all checks, drafts, notes, or orders for the payment of
Sample Bylaws—Yaddo, cont. Organizational Setup: Bylaws 37 money. The Treasurer shall keep an account of all receipts and expenditures of the Corporation and submit a report of the same whenever required to do so by the Board of Directors or these Bylaws. The Board of Directors may at any time require that the Treasurer shall give a bond for the honest and faithful performance of his duties, in such amount as shall be fixed by said Board. In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board may confer for the time being the powers or duties, or any of them of such officer upon any other officer or upon any member of the Board.
Section 2. The Treasurer or Assistant Treasurer shall transmit to the President from time to time within the budget such funds as the President or Chairman may require for the operating expenses of the Corporation. These funds shall be deposited in an account at a bank or trust company in the City of Saratoga Springs, in the name of The Corporation of Yaddo, subject to check to be signed by any two of the following designated per- sons: President, Vice President, Comptroller, Chairman, Secretary.
ARTICLE 8
PRESIDENT
Section 1. There shall be a President elected by the Board of Directors, to serve at its pleasure.
Section 2. The Board of Directors shall fix the annual salary of the President.
Section 3. The President shall devote full time to the business of the Corporation, and shall reside on the estate. The President shall be responsible for the operation of the estate, entertainment of guests, under the immediate direction of the Executive Committee, and shall carry out the policy of the Corporation as formulated by the directors. The President shall keep a record of all receipts and disbursements, and shall make a monthly report to the Executive Committee of all major or exceptional bills incurred.
ARTICLE 9
COMMITTEES
Section 1. Executive Committee—At each annual meeting the directors shall elect five of their number who together with the Chairman, Secretary, Treasurer, and Vice Chairman, shall serve as an Executive Committee. Such committees shall meet at least six times a year, and a quorum shall consist of any four. The Executive Committee shall have the following powers:
(a) To make further rules and regulations for its own conduct, not inconsistent herewith.
(b) To have general supervision of all funds and investments of the Corporation, and to direct the Treasurer to purchase, sell, exchange, or otherwise reinvest any funds, securities or other property of the Corporation except real estate.
(c) Subject to the approval of the directors, to make rules and regulations for the use and enjoyment of the estate Yaddo.
(d) In accordance with the New York Not-For-Profit Corporation Law, to have all the authority of the Board of Directors between meetings thereof other than for major policy changes relating to land use and the artistic program, and to exercise the usual functions of an Executive Committee not inconsis- tent herewith.
(e) And shall have such other powers as may from time to time be entrusted to it by the directors.
Section 2. Admissions Committee—The Board of Directors shall elect an Admissions Committee consisting of
Sample Bylaws—Yaddo, cont. The Ultimate Residency Resource Guide 38 at least three members; the President shall consult with the committee but shall not vote. The Admissions Committee shall pass upon the eligibility of the applicants for invitation, or shall suggest suitable persons to be invited as guests of Yaddo, and shall appoint persons in the several arts to serve as an advisory panel; such panel members need not be members or directors, and shall be entitled to such compensation as the Admissions Committee may recommend and the Executive Committee approve. Renewals shall be granted only upon recom- mendation of the Admissions Committee. The Admissions Committee shall have the power to make rules and regulations concerning its procedure subject to the approval of the Board of Directors.
Section 3. Membership and Nominations Committee—The Chairman in consultation with the Executive Committee shall appoint a Membership and Nominations Committee consisting of not less than four persons which may include both directors and members of the Corporation who shall serve for one year or until succes- sors are appointed. The President shall consult with the committee but shall not vote. The Membership and Nominations Committee shall review the qualifications of candidates to membership who have been nominated and seconded by directors and/or members, and recommend to the Board those candidates deemed suitable for membership. The Membership and Nominations Committee shall propose the nominations of directors and officers for terms of office, propose candidates to serve on the Admissions Committee and other committees of the Corporation that may be formed.
Section 4. Finance and Operations Committee—The Chairman in consultation with the Executive Committee shall appoint a Finance and Operations Committee consisting of not less than three members of the Board or members of the Corporation, who shall serve for one year or until their successors are appointed. The President shall consult with the committee but shall not vote. The Finance and Operations Committee shall review invest- ments of the Corporation, its budget projections, and the finances of the Corporation in general, including its money management policies and short and long-range financial planning, and shall from time to time advise the Chairman and the Executive Committee and the Board regarding finance, budget, money management, and investment policies which the Board should maintain.
Section 5. Development and Public Affairs Committee—The Chairman in consultation with the Executive Committee shall appoint a Development and Public Affairs Committee, consisting of not less than three mem- bers of the Board or members of the Corporation who shall serve for one year or until their successors are appointed. The President shall consult with the committee but shall not vote. The Development and Public Affairs Committee shall assist the Board in creating and maintaining a long range development policy, for raising capital and operating funds for the Corporation, which may be necessary from time to time to supplement the income produced by the Corporation’s investments. The Director of Development shall work closely with the Development and Public Affairs Committee in assisting it to develop long range plans.
Section 6. Ad Hoc or Special Committees—The Chairman in consultation with the Executive Committee may from time to time appoint such ad hoc or special committees which may appear to be necessary and appropriate for the orderly management of the Corporation’s affairs. In every case the members of each committee may be members of the Corporation, members of the Board of Directors, and advisors and supporters of Yaddo with interests and expertise to support the activities of such committee. At any regularly constituted meeting of the Board of Directors or the members, the Chairman shall report to the Board and to the members of the existence of and the functions of any such ad hoc committees created prior to the meeting.
ARTICLE 10
ADVISORY COUNCIL
Section 1. Advisory Council shall be established for the purpose of giving the President and the Board of Directors access to individuals with special expertise who may make significant contributions of advice for dis- crete projects.
Section 2. The President may appoint individuals to the Advisory Council with the advice and consent of the
Sample Bylaws—Yaddo, cont. Organizational Setup: Bylaws 39
Executive Committee. Specific criteria for selection will vary, but general qualification would be special expertise in art, trade, craft, profession, or business for a special project deemed necessary or desirable by the President or Chairperson of Yaddo.
ARTICLE 11
USE OF CORPORATE ASSETS
Section 1. No director, officer or member of this Corporation shall use, or allow to be used, any property of this Corporation, for any purpose other than that expressed in the Certificate of Incorporation.
Section 2. No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its members, directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Second of the Certificate of Incorporation. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting, to influ- ence legislation, and the Corporation shall not participate in or intervene in (including the publishing or distri- bution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be car- ried on (a) by the Corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a cor- poration, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
Section 3. No retreat maintained by the Corporation shall be used for any purpose other than for the creation of works of art, and no person shall be admitted to any such retreat unless he or she shall be actively or usefully engaged in some creative art, and no such person shall be entitled to the privileges of such retreat unless, in the opinion of the Board of Directors or the Executive Committee, the enjoyment of these privileges shall tend to furnish assistance and inspiration to him or her in some creative art that is of benefit to humanity. The Admissions Committee, in granting or refusing applications for admission to such retreat, shall, in all cases, be governed by the desire of the founders that this Corporation contribute to the advancement of mankind by assisting those, who, by creative art, have contributed to the benefit of humanity.
Section 4. No director or officer of the Corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by the Corporation, nor in any contract for furnishing supplies thereto, unless authorized by these Bylaws or by the concurring vote of two-thirds of the Board of Directors.
Section 5. No purchase (except a purchase by or in lieu of foreclosure), sale, mortgage or lease of real property shall be made by the Corporation until authorized by vote of at least two-thirds of the entire Board of Directors, and until judicial approval, if required by law, is obtained.
Section 6. Members, directors, officers and agents of the Corporation shall receive such reasonable reimburse- ment for their expenditures with respect to the affairs of the Corporation as the Board of Directors may by reso- lution approve.
Section 7. Any person made a party to any action, suit or proceeding by reason of the fact that he, his testator or intestate, is or was member, director, officer, employee or agent of the Corporation shall be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such mem- ber, director, officer, employee or agent is liable for negligence or misconduct in the performance of his duties. Such right of indemnification shall not be deemed exclusive of any other rights to which the indemnified party may be entitled apart from this section.
Sample Bylaws—Yaddo, cont. The Ultimate Residency Resource Guide 40
ARTICLE 12
INDEMNIFICATION
Section 1. The Board may make any provision authorized by law and consistent with this Article for the insur- ance, defense and indemnification of directors, officers and employees of the Corporation.
Section 2. General. When acting in good faith in an official capacity for the Corporation, every director and officer of the Corporation shall be indemnified to the full extent authorized by law under Section 722 of the New York State Not-For-Profit Corporation Law; subject only to the condition therein. The right of indemnifi- cation shall not be exclusive of any other right to which such person may be entitled, and shall include without limitation, the following: the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, against expenses (including attorneys’ fees), judg- ments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith in an official capacity and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or pro- ceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reason- able believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 3. Derivative Actions. The Corporation shall indemnify any person who was or is a party or is threat- ened to be made a party to any threatened, pending or completed action or suit or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith in an official capacity and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the cir- cumstances of the case such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 4. Administrative Officers and Employees. Except where prohibited by law, the Corporation shall indemnify administrative officers and employees for liabilities and expenses arising from claims, actions, suits or proceedings, whether judicial or administrative, alleging liability of such officer or employee, arising from acts or omissions within the scope of his or her prescribed duties and authority to act, and done or omitted in good faith, without malice and in the best interests of the Corporation. The determination of whether this paragraph applies shall be made in the sole discretion of the President of the Corporation, or his or her designees. Nothing in this section shall prevent the Corporation from suspending the decision whether or not to offer defense or indemnification until the conclusion of such action, suit or proceeding, nor from reaching an independent judg- ment in its sole discretion about whether the requirements of this paragraph have been met, nor from excluding any defense or indemnification for intentional or reckless or grossly negligent wrongdoing, nor from limiting the scope of the indemnification offered under this paragraph (c) to insurance purchased and maintained by the Corporation for this purpose.
Section 5. Procedure. Any indemnification under this Article 12 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director,
Sample Bylaws—Yaddo, cont. Organizational Setup: Bylaws 41 officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opin- ion, or (c) by the members.
Section 6. Advances for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall be ultimately determined that he is not entitled to be indemnified by the Corporation as authorized in this Article 12.
Section 7. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article 12.
Section 8. Survival of Rights. The indemnification and advancement of expense provided by, or granted pur- suant to this Article 12 shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrations of such a person.
ARTICLE 13
AMENDMENTS
Section 1. These Bylaws may be amended by a vote of a majority of the members of the Corporation at any meeting thereof, or at any regular or special meeting of the Board of Directors by a two-thirds vote of the direc- tors present at such meeting, provided the proposed amendment has been presented to the directors in writing at least five days before said meeting. In the event of any change by the Board of Directors in the Bylaws affecting the election of directors, such change shall be set forth in the notice of the next meeting of the members at which directors are to be elected. Any change in the number of directors may be made by the Board of Directors only by a vote of a majority of the entire number of authorized directors. No decrease in the number of direc- tors shall shorten the term of any director.
Sample Bylaws—Yaddo, cont. Insurance Requirements Organizational Setup: Insurance Requirements 43
Basic Insurance Needs for Nonprofits
What constitutes a basic insurance package for a nonprofit organization? For most nonprofits, purchasing insurance is an essential component of managing and financing risk. Purchasing insurance is not, however, synonymous with practicing risk management. Risk management encom- passes a wide range of activities related to anticipating, avoiding, controlling, and financing risk.
If it is not risk management, what is insurance? One way to look at the concept of insurance is to define it in terms of a trade. Insurance involves trading the uncertainty of a large financial loss for the certainty of a fixed premium. Most nonprofits are unable to maintain a reserve fund adequate to pay for potential claims. Insurance provides an affordable and appropriate mechanism for financing covered losses.
The types of coverages appropriate for a specific organization depend on the exposures facing that organization. It is impossible to say, therefore, that all nonprofits should carry certain coverages. Although most nonprofits go directly to the purchasing decision, a nonprofit should undertake a careful review of its exposures before decid- ing what coverages to buy. The staff of a nonprofit, assisted by volunteers, an agent or broker with nonprofit experience, or a consultant, can conduct a review that is called a “risk assessment” or “exposure analysis.”
Insurable Risks Claims made against nonprofit organizations fall into three general categories: claims and lawsuits filed against the nonprofit and its staff, claims by staff, and claims to repair or replace property a nonprofit owns or controls. Various types of insurance are available to cover these claims.
Claims and lawsuits filed against the nonprofit and its staff. In the first category, the following types of insurance coverage apply: commercial general liability (CGL) directors’ and officers’ liability (D&O) improper sexual conduct/sexual abuse automobile insurance (Business Auto Policy) professional liability (PL) umbrella or excess insurance employment practices liability (EPLI) employee benefits liability water craft and aircraft (owned and nonowned)
Claims for injuries to staff and volunteers. Under this second category, the following types of insurance cov- erage are among those available: workers compensation and employers’ liability (employees and sometimes volunteers) accident and injury coverage (volunteers)
Claims for property a nonprofit owns or is responsible for. Under the final category of claims, available insurance coverages include: general property coverage (including property of others) crime coverage (including employee dishonesty and money and securities) boiler and machinery (heating, air conditioning, and ventilating equipment) computer equipment and software property in transit and off premises
NOTE: Most U.S. insurance companies provide very limited coverage for international exposures. If your non- profit has any overseas or international operations, you should investigate the need for an international policy. The Ultimate Residency Resource Guide 44
Creating an Insurance Program Generally, a nonprofit should tailor its insurance program to cover the specific risks that threaten its ability to fulfill its mission. This usually means purchasing a combination of insurance coverages rather than relying on a single policy form. It is highly unlikely that any single insurance policy will address the wide range of insurable exposures facing an organization. Sometimes, however, a nonprofit may elect to purchase insurance for a specif- ic exposure and self-insure other exposures. Many of the nation’s 1.4 million nonprofits do not purchase any form of insurance coverage. Organizations, even those with limited financial reserves, committed to protecting the agency’s scarce assets should carefully consider the coverages described below to develop an adequate risk financing program.
Commercial General Liability (CGL) polices protect a nonprofit and its directors, officers, and employees against claims alleging property damage or bodily injury caused by the nonprofit’s operations or activities. CGL policies generally offer broad coverage for damage to another’s property, bodily injury, and personal injury (false arrest, malicious prosecution, and defamation). Although a CGL policy provides extensive coverage, it does not address every possible liability exposure. A CGL policy excludes specific exposures covered more appropriately under a special policy or endorsement (for example, medical malpractice or improper sexual conduct). A gener- al liability policy will pay the costs to defend against allegations and for damages due to the negligence of the insured. Some insurers are willing to extend the CGL policy to provide coverage for others such as volunteers, sponsors, and landlords.
Directors’ and Officers’ Liability Insurance (D&O) policies protect against claims alleging harm attributable to the governance or management of an organization. Generally, D&O policies do not list specific types of covered claims, but provide coverage for any “wrongful act.” A “wrongful act” may be an actual or alleged act, error, or omission by the organization itself, its directors, officers, employees and volunteers. No “standard” D&O policy exists, so each nonprofit must review its policy’s coverages and exclusions.
Effective nonprofit managers and boards take the time to review and understand the provisions of their organi- zation’s D&O policy. Policies differ in several critical areas. In recent years, however, many insurers have designed policies that recognize the needs and resource constraints of nonprofits. Buyers of D&O coverage should pay particular attention to: Policy exclusions, including definitions that may exclude certain types of claims. Whether the policy provides “entity coverage” (including the organization within the definition of “insured”). The policy’s “insured vs. insured” exclusion, and how it applies to employment-related claims. Whether the insurer has a “duty to defend” the nonprofit against claims or simply an obligation to reimburse the nonprofit and its directors and officers for the defense costs and settlement after the reso- lution of the dispute. Whether the policy includes defense costs within the limit or defense costs are provided in addition to the limit. The affordability of the policy deductible (also called the “self-insured retention”). Choosing a large deductible to save premium dollars may result in an inappropriate level of “retained” risk. Whether the policy includes defense costs for certain categories of otherwise excluded claims (for example, claims alleging sexual harassment or criminal misconduct). If you are changing carriers, whether the policy provides “full prior acts coverage” or the same retroac- tive date.
(see the following document for more on D&O insurance)
Automobile Insurance. Nonprofits that lease or own vehicles are aware of the need for physical damage and commercial auto liability coverage. A nonprofit can be held liable, however, for the damage and injuries caused
Basic Insurance Needs for Nonprofits, cont. Organizational Setup: Insurance Requirements 45 by its employees or volunteers using their own vehicles or vehicles that the agency rents or borrows for its opera- tions. If your agency uses vehicles owned by its staff or volunteers, consider purchasing nonowned and hired auto liability coverage. Nonowned and hired auto liability coverage protects the nonprofit (not employees or vol- unteers unless endorsed onto the policy) against exposures in this area. A nonprofit can purchase nonowned and hired auto coverage with its commercial auto policy, commercial general liability policy, or as a separate policy. Under nonowned and hired auto coverage, the driver’s insurance (whether it is an employee or volunteer) will pay first—before the nonprofit’s coverage engages. Volunteers and Employees Excess Auto Liability insurance provides additional protection for volunteers and employees. This policy protects the volunteer or employee (not the nonprofit) for claims in excess of the individual’s personal auto policy limit when the individual uses his or her auto on agency business.
Professional Liability. Professional liability policies provide coverage for claims arising from the delivery or fail- ure to deliver professional services, such as medical or legal malpractice, and counseling. The CGL policy usual- ly excludes coverage for professional services. Some policies provide limited coverage for certain professional exposures, while others cover a wide range of professional services subject to certain exclusions. Nonprofits should consider carefully whether they have any “professional liability” exposures and purchase coverage corre- sponding to these exposures. As your agency develops new programs and services or pursues collaborative ven- tures, new exposures in this area may arise.
Property Coverage. Property insurance protects against damage to buildings and equipment a nonprofit owns or is responsible for, such as rented or borrowed equipment. The organization can purchase additional coverage to cover the cost of salvaging or reconstructing valuable documents. A nonprofit may also obtain coverage to reim- burse it for lost income or extra expense during a period in which it curtails operations due to an insured loss. The scope of coverage depends upon the type of property susceptible to damage and the cause of the damage. In addition to the property itself, property insurance may also pay for incidental expenses—fire department charges, expenses incurred to save the property from damage, and debris removal. Recovery under a property policy is contingent on certain causes of loss or perils damaging the property. Many policies cover “risk of direct physical loss” unless the policy excludes or limits the loss by the policy (for example, nuclear war). Other poli- cies only cover damage caused by specific causes like fire, lightning, wind, hail, or objects falling from the sky. Most policies do not cover significant catastrophes such as floods or earthquakes; i.e., a nonprofit with these exposures may purchase flood and/or earthquake coverages as a separate policy or endorsement. With increasing frequency, property insurance carriers will offer a range of endorsements that broaden coverage with no or a small premium charge.
Employee dishonesty bonds, or fidelity bonds, address a single type of exposure—theft and embezzlement com- mitted by an employee. Thus, if a client or service recipient steals from the petty cash or a burglar steals a laptop computer, the fidelity bond will not respond. Some insurers will extend the policy to include dishonesty caused by volunteers. Most nonprofits purchase blanket position bonds that cover all employees rather than listing spe- cific persons or positions on the policy. The agency can purchase an employee dishonesty coverage under a crime policy or as part of a commercial insurance package. The following conditions apply under an employee dishon- esty bond: The perpetrator must be an employee (most policies do not include board members or other volunteers unless so endorsed). There must be a dishonest act (theft, embezzlement, or forgery), and many bonds require that the non- profit report the loss to the police. Employee dishonesty coverage does not compensate the organization for poor business decisions, failure to follow expense account rules, inventory shortfalls, or sloppy record-keeping. A fidelity bond will only provide coverage if the employee intends to (a) cause a loss to the nonprofit, even though temporary, and (b) confer a financial benefit to him or herself or a third party. The dishonesty must occur and be discovered during the bond period. However, if the insured has had coverage in force for a number of years, the occurrence may extend over those policy years.
Basic Insurance Needs for Nonprofits, cont. The Ultimate Residency Resource Guide 46
Workers compensation and employer’s liability. Depending upon state law, workers compensation insurance is usually mandatory if the organization has one or more employees. Each state establishes its own eligibility requirements and benefits for workers compensation coverage. The policy provides benefits for employees’ injuries arising out of and while in the course of their employment. An agency must purchase coverage for all employees whether full- or part-time. In most states, the definition of an employee does not include volunteers; i.e., if the state permits it, an organization can negotiate with its insurer to include volunteers as employees.
A standard workers compensation policy includes employer’s liability coverage. This coverage pays for the costs to defend and settle a suit filed by an employee or the employee’s family in connection with an on-the-job injury or death. Although states developed workers compensation insurance as the exclusive remedy for work-related injuries, the courts have granted exceptions. Therefore, an agency needs both workers compensation and employer’s liability coverages.
Insurance Assurance The wide range of needs among nonprofits and the relative low priority status the insurance function receives in most agencies make the purchase of appropriate coverage a difficult process. How can an organization improve its chances of buying appropriate coverage? First, be honest with your insurance advisor about the exposures inherent in your operations. Ignoring risks to get a cheaper policy may result in not having the necessary cover- age. Second, check all of your policies for exclusions. Often, the exclusions will eliminate essential coverage for the services delivered by your organization. Insurers may exclude coverage because the risk is uninsurable by law; the coverage may be available through a separate policy or endorsement; or the insurer simply does not want to assume the risk. The agency can negate exclusions falling under the latter two categories by purchasing endorsements and other appropriate policies. Sometimes, one insurer may cover an exposure excluded by anoth- er insurance company. Compare the coverages offered by different companies.
Third, select an agent or broker who understands your organization. Brokers specializing in nonprofit organiza- tions can be an invaluable asset. You will spend your time wisely when checking the references provided by your prospective broker or agent. Fourth, require written proposals from any prospective insurers that include copies of the policy wording. Sample policies are particularly important for nonstandard coverages, such as D&O. The written proposal should also include any available payment terms. Don’t wait until you have selected a policy and carrier before inquiring about the availability of premium financing. Finally, consider putting your insurance program out to bid every three to five years.
Information from: What constitutes a basic insurance package for a nonprofit organization? www.allianceonline.org/FAQ/risk_management/what_constitutes_basic.faq
Basic Insurance Needs for Nonprofits, cont. Organizational Setup: Insurance Requirements 47
Directors and Officers (D&O) Liability Insurance
Persons who are directors, trustees, and officers of nonprofit organizations are subject to personal liability and lawsuits due to failure to properly perform their duties. Nonprofit directors and officers liability insurance is an excellent way to transfer many of these loss exposures to another party (an insurance company).
Many actions by persons within the nonprofit organization can trigger a lawsuit in today’s legal climate. For example, over 50% of all D&O claims against nonprofits involve improper employment related practices, such as wrongful termination, discrimination, breach of contract, and sexual harassment.
Suits may also be brought by any of the following: Beneficiaries, who feel that they were either denied benefits of the nonprofit or received less than they were entitled to receive. Donors, who allege that their contributions are either being wasted or are not being used to advance the purposes of the organization, as stated in its charter. Outside parties, who claim libel, slander or plagiarism due to the content of a presentation or publica- tion by the organization. Board members, who sue other directors, claiming misinterpretation of the charter (such as improper decisions regarding what funds and services are to be provided to the public) or a conflict of interest. State attorney generals, alleging mismanagement or antitrust activity.
The directors and officers of nonprofits are subject to duties of loyalty, obedience, and diligence. In recent years, many states have enacted legislation designed to eliminate or reduce the liability exposure of nonprofit organiza- tions and their directors, officers, employees, and volunteers. However, none of the state laws apply to liability that arises out of federal statutes, such as the Civil Rights Acts and the Americans With Disabilities Act. Moreover, the state laws themselves are still subject to judicial review in many cases.
One way that a nonprofit entity can protect its directors and staff is via the indemnification provision in its bylaws. Although such indemnification is allowed to some extent by all states, it may not be available if either the entity cannot sustain the losses and expenses caused by the improper acts of the directors and officers, or if specific circumstances reveal that indemnification is not permitted.
The protection shortcomings that arise despite the state liability limitation statutes, indemnification, and a thor- ough loss prevention program may be effectively managed by purchasing a comprehensive nonprofit D&O insur- ance policy.
The “insured” in the most comprehensive policies includes both the nonprofit itself (in D&O parlance, the “enti- ty”) and its subsidiaries, plus its directors, trustees, officers, employees, volunteers, and committee members. The protection applies to wrongful acts, as defined in the various policies, plus defense costs, which are covered whether or not a judgement or settlement results from the litigation.
Information from: www.coverageglossary.com/pages/nonprof.htm Copyright © 1995, 1996, 1997, 1998, 1999, 2000 Lewis-Chester Associates, Inc. All rights reserved. The Ultimate Residency Resource Guide 48
Additional Resources
In Print
Am I Covered For...? A Comprehensive Guide to Insuring Your Non-Profit Organization by Mary Lai, Terry Chapman, Elmer Steinbock Paperback: 286 pages Publisher: Consortium for Human Services; 2nd edition (March, 1992) ISBN: 096315530X Available from the Nonprofit Risk Management Center.
Online
Alliance of Nonprofit for Insurance Risk Retention Group www.ani-rrg.org
Board Source—Director’s and officer’s insurance www.boardsource.org
Insurance and Planning Resource Center www.lcgroup.com/resource Board Development Organizational Setup: Board Development 50
Overview of a Nonprofit Board
The board of directors of a nonprofit corporation is legally and financially responsible for the conduct of the organization. It is not a passive role but rather one that must be active for the good of the organization and for reducing liability of the individual directors. It is not just for-profit corporations that are under ever increasing scrutiny for ethical operations.
State laws may establish a minimum size of a board and in some states, new corporations can have a board of directors consisting of as little as only one member who fulfills all roles. As the corporation grows, others are added. As a general guide, nonprofit corporations should have at least five or more members who are related only in their commitment to the organization. Be certain to seek the advice of a lawyer if you have any doubt about the law pertaining to boards in your state.
The varied talents and contacts of a board from diverse backgrounds can help an organization grow. A good board member is one that brings unique ability and perspective to a board and takes an active interest in the organization. Having a “well known” board member for the sake of their name can be more damaging than beneficial. Having board members who are connected in the community, are representative of your constituency, and truly want to help the organization succeed are a better fit.
The board governs the organization and has specific fiduciary responsibilities for which it must be accountable. Additional responsibilities vary but generally include oversight of policy, budgeting, planning, fundraising, human resources, program evaluation and board development. One of the most important roles of the board is to hire an executive director for the organization and to give that person room to lead. The board should pro- vide oversight and not become involved in day-to-day operations.
The board is organized under officers and through committees. This is a practical and effective way to provide governance of most organizations and helps to involve all board members. Traditionally officers include a chair who presides at meetings and provides management of the board, a vice-chair who presides in the absence of the chair, a treasurer and a secretary.
Committees of the board can include a finance committee, program committee, development (fundraising) com- mittee, human resources committee, nominating committee (future board members) and other areas depending on the needs of the organization. Often smaller nonprofits may have just one or two committees or create tem- porary committees based on present needs. The best way to proceed is develop committees as needed and make them standing or temporary depending on the time it will take to complete committee objectives. (See the sec- tion on board committees later in this chapter.)
When boards meet, and they should, it is important to record minutes of the meeting. These minutes are a legal record of activity. They do not need to be extensive but they should adequately address matters of importance and show that discussions took place including any resulting decisions. Attendance at the meeting should be recorded as well. In legal terms, absence from a meeting or pleading ignorance does not relieve a board member of responsibility for actions of the board. The minutes should provide enough information that an absent mem- ber would be able to recognize important discussions that may require their additional review.
The chair of the board should serve as the conduit for communicating goals and objectives of the board to the executive director of the organization. All members of the board should also interact with staff, volunteers and those served by the nonprofit in order to gain insight into operations. This active interest also builds loyalty and enthusiasm and develops mutual respect between the board and those who fulfill the mission of the nonprofit every day.
Information from: Robert DeMartinis, Your Guide to Nonprofit Charitable Organizations nonprofit.about.com/od/managinganonprofitorg/a/board_basics.htm The Ultimate Residency Resource Guide 51
Basic Responsibilities of Nonprofit Boards
1. To define, protect, and advance the mission of the organization a) Understand practice vs. purpose (what we do vs. why we do what we do) b) Understand who we serve, primarily and secondarily c) Understand the value we, and only we, bring to the community
2. To safeguard the assets of the organization, maintain accountability, and ensure legal and ethical integrity a) Know the fiduciary responsibilities of the board b) Understand conflict of interest and guard against it c) Oversee finances, assist in developing the annual budget and ensure that proper financial controls are in place
3. To recruit, hire, support, review, and if needed, remove the executive director a) Know the relationship of the board to the executive director—who’s in charge of what b) Understand governance vs. management c) Develop a strong relationship between board chair and executive director
4. To be ambassadors to the world on behalf of the organization a) Have a unified message—dissent is not made public b) Talk up the organization c) Abide by the decisions of the board d) Keep the organization in the front of your mind
5. To ensure effective organizational planning a) Advocate for an institutional culture of planning b) Actively participate in an overall planning process c) Assist in implementing the plan’s goals d) Participate in organizational evaluation
6. To build the board a) Articulate prerequisites for candidates b) Recruit and orient new board members c) Evaluate personal and board-wide performance
7. To ensure adequate resources to carry out the mission a) Give, get, or get off b) Achieve 100% board giving c) Seek funds from others
Adapted from: BoardSource © 2002 and CompassPoint © 1999 Organizational Setup: Board Development 52
Legal Responsibilities of Nonprofit Boards
Under well-established principles of nonprofit corporation law, a board member must meet certain standards of conduct and attention in carrying out his or her responsibilities to the organization. Several states have statutes adopting some variation of these duties which would be used in court to determine whether a board member acted improperly.
Duty of Care: This describes the level of competence that is expected of a board member, to exercise reasonable care when he or she makes a decision as a steward of the organization.
Duty of Loyalty: This is a standard of faithfulness; a board member must give undivided allegiance when mak- ing decisions affecting the organization. This means that a board member can never use information obtained as a member for personal gain, but must act in the best interests of the organization.
Duty of Obedience: This requires board members to be faithful to the organization’s mission. They must also uphold the public’s trust that the organization will manage donated funds to fulfill the organization’s mission.
Adapted from: BoardSource © 2002 and CompassPoint © 1999 The Ultimate Residency Resource Guide 53
Setting Up Board Responsibilities By Joan Flanagan
I. How to Set Board Responsibilities This is not an issue of language, but of PROCESS.
A. Research If you are setting up a new organization, interview leaders from three to six successful nonprofits in your community. Ask to see the form they use during the nominating process to clarify the benefits and responsibilities of serving on the board. If your Board has been in operation for more than five years, in addition to building a “swipe file,” review what works well now, what does not work (often fundrais- ing), and where you want to improve.
If your organization is part of a national or international organization, ask for their sample policies and the names of other local leaders you can interview.
B. Write Draft what you want the Board members to get from serving on the Board, and what you expect them to do. Convene your current president, the head of fundraising, the chair of the nominating committee, and your most enthusiastic/generous volunteer. Ask them to discuss what should be the explicit expecta- tions regarding benefits and responsibilities. Use your local samples as a guide, but feel free to set what- ever policies will work well for you.
Benefits Sample language for benefits include: a. Advance the public understanding of the importance of historic preservation in Indiana. b. Be a part of the leadership team to change public policy on immigration. c. Make a difference in the lives of 500 student-athletes in Cook County.
Responsibilities Sample language for responsibilities include: a. Believe in the mission, vision, and values of Horizon Hospice. b. Be responsible for the moral, ethical, and financial health and integrity of the organization. c. Keep all patient information completely confidential. d. Attend four meetings a year and one Fundraising event. e. Annual financial responsibilities: Donate $1,000 Raise $5,000
C. Adopting a Policy on Board Giving Discuss the one-page benefits and responsibilities. As a working group, propose a draft to the Nominating Committee (or whatever group has the responsibility of making a slate of candidates before the next elections). Ask the Nominating Committee or Leadership Committee to ratify the draft, and propose it to the Board of Directors.
Circulate a draft at the next Board meeting and discuss. The Chair of the Nominating Committee should advocate for the plan. Set time to vote on the Proposed Policies at the next Board meeting. The vote does not have to be unanimous. Whether the vote is 7 to 5 or 11 to 1, the minority voters must enthusiastically support the will of the majority.
D. Using the Process In addition to adopting a policy on the Responsibilities for the Board, create other places where people can serve. Many organizations have an Honorary Board or Alumnae Council to honor early leaders. These people give an endorsement and credibility to the organization, but do not do work and may or may not give money. Organizational Setup: Board Development 54
Most organizations have one or more Advisory Boards. An Advisory Board is literally a group of peo- ple who give advice. It may meet as a group, or may be a team of experts “on call” when the organiza- tion needs legal, financial, medical, or other professional or peer group advice. The Advisory Board members do not need to raise money.
Three to six months before the next elections, the current President and the chair of the Nominating Committee will meet one on one with current Board members. Each person is asked if he or she wants to be slated for the Board under the Organization’s policy. If the person wants to be a candidate, ask him or her to date and sign the Benefits and Responsibilities Policy. The President will also sign.
Alternatives: If the person does not want to fulfill the new responsibilities, ask him or her if they want to work at the committee level, join an Advisory Board, or join an Alumni Council, so the current Board members can select in or select out. They can commit to the responsibilities for a new term, or they can choose to serve the organization in another way, not on the Board.
For new candidates, mail the Benefit and Responsibilities Policy a week before the meeting with the President. Confirm each candidate understands and agrees with the policy, ask each one to sign and date the form. The President will also sign each form.
II. Setting a Dollar Amount to Give and Get Many organizations specify an annual dollar goal for donations. These can be very, very low, such as $10 for the Arts Council in North Carolina to very high such as $100,000 annual gift plus selling two tables to the gala for hospitals in Manhattan. Other organizations that expect the leaders to do a lot of hands-on work, such as The Rape Victims Advocates in Chicago, just ask for a “stretch gift” each year.
A. The advantages of setting a specific dollar goal for Board giving: 1. It is clear. No one can say, “I thought we were just here to make policy.” 2. It is fair. Everyone knows the minimum they are expected to give and to get. Of course, for people with greater wealth or better networks, they will give and get much more than the mini- mum. 3. It enables candidates to choose between competing offers from nonprofits. In any community, the strongest leaders get more requests to serve on nonprofit boards than they can fit on their calendar. Explicit standards allow candidates to feel good about agreeing to be nominated because they know exactly what will be required and when. 4. It helps community leaders to say “NO” or “Not now” to too many requests to serve on too many boards. 5. It empowers your leadership to budget a dependable amount from Board gifts. 6. It makes the organization more attractive to outside funders such as foundations and wealthy individuals. To win large grants and major gifts from donors outside your community, the level of Board giving proves the commitment of your leaders. 7. It can be the glue that holds the organization together. The United Neighborhood Organization in Pilsen says, “If they pay in, they stay in. If it is their money on the table, they are going to work harder to make the organization succeed.” 8. It will improve person-to-person fundraising. As foundation trustee Marjorie Craig Benton says, “Givers become better askers, and askers become better givers.”
Most organizations also specify a dollar goal for money raised, and offer a variety of ways at different price points to raise the money, such a pledges for the walkathon ($5 and up), memberships ($25 and up), the Gala ($250 and up), the Golf Outing ($600 per foursome and up), or major donors ($1,000 and up.)
Setting Up Board Responsibilities, cont. The Ultimate Residency Resource Guide 55
III. Caution
Power in any organization goes to the people who raise the money. If the Board votes against requiring the members of the Board to give and get money, someone else will have to raise the money. This may be: a. The paid staff. Then the staff are, de facto, self-employed and the Board becomes a group of tourists who come to meetings to hear reports. b. A fundraising committee or committees. Regardless of what the bylaws say, if the unrestricted money is coming from fundraising committees, then those people will control what happens in the organization. This is the passive-aggressive personality’s dreamland. She can say, “Of course we would like to add a clinic in Englewood, but we can’t (read: won’t) raise money there.” c. No one. Programs will have to be cut or cancelled, or the organization may die.
IV. Overcoming Objections
There are plenty of ways for people to derail this process. The negative votes are FAST, because they know right away they don’t want to spend the money. The positive votes for Board members giving and getting money have to take a serious look at the family’s budget and priorities, and then commit the time and money they will give.
Here are some typical questions and possible answers:
Q: “Low-income people won’t be able to serve on the Board. What if we want to have students, or entry-level workers, or people on a pension on the Board?” A: “The Board member’s gift does not need to be entirely from his own pocket. Students can ask par- ents, grandparents, or godparents. Pensioners can ask their children, their doctors, or generous people they know through their clubs and classes. Entry-level workers can ask their boss, their bishop, or their alderman. We will give them all the materials they need, and match them with a fundraising partner if they want.”
Q: “Our organization will get criticized for asking people to buy their seat on the Board.” A: “We live in a consumer economy, where most people assign dollar amounts to what they value. I believe this organization and the work that it does has value, too. We ask our leaders to give and get money because we believe our work is valuable.”
Q: “I don’t want other people to know about my gift.” A: “Fine. All donations will be kept confidential. The only people who will know are the Treasurer, President, and Executive Director.” (Note: some organizations publish names and amounts; others do not. Choose what feels best for your leaders.)
Q: “What if something happens and I’m not able to fulfill my financial commitment?” A. “We will understand. We have all faced times with unexpected loss of income or increased expenses. If something happens, we will work together to reschedule your payments. No one can predict the future. All that we ask is that you make a good faith effort to be a financial leader of this organization when you are slated as a candidate for the Board.”
Reprinted with permission from Joan Flanagan, 2005
Setting Up Board Responsibilities, cont. Organizational Setup: Board Development 56
Board and Staff Responsibilities
The following activities are suggested to be done by board, staff or jointly. This document should be reviewed by board members to finalize who they would like to do what among individual board and staff members.
Activity Responsibility Planning: Direct the process of planning ...... Staff Provide input to long range goals ...... Joint Approve long range goals ...... Board Formulate annual objectives ...... Staff Approve annual objectives ...... Board Prepare performance reports on achievement of goals and objectives ...... Staff Monitor achievement of goals and objectives ...... Joint
Programming: Assess stakeholder (customers, community) needs ...... Staff Train volunteer leaders ...... Staff Oversee evaluation of products, services and programs ...... Board Maintain program records; prepare program reports ...... Staff Prepare preliminary budget ...... Staff Finalize and approve budget ...... Board See that expenditures are within budget during the year ...... Staff Solicit contributions in fundraising campaigns ...... Board Organize fundraising campaigns ...... Staff Approve expenditures outside authorized budget ...... Board Insure annual audit of organization accounts ...... Board
Personnel: Employ Chief Executive ...... Board Direct work of the staff ...... Staff Hire and discharge staff ...... Staff Decision to add staff ...... Joint Settle discord among staff ...... Staff
© The Management Assistance Program for Nonprofits The Ultimate Residency Resource Guide 57
Board Officers Descriptions
Chair Oversee board and executive committee meetings Serve as ex-officio member of all committees Work in partnership with the executive director to make sure board resolutions are carried out Call special meetings if necessary Appoint all committee chairs and with the director, recommend who will serve on committees Assist director in preparing agenda for board meetings Work with trustee committee in nominating, recruiting, and orienting new board members Oversee searches for a new director Coordinate director’s annual performance evaluation Act as an alternate spokesperson for the organization Periodically consult with board members on their roles and help them assess their performance
Vice-Chair Attend all board meetings Serve on the executive committee and other committees, as assigned Carry out special assignments as requested by the board chair Understand the responsibilities of the board chair and be able to perform these duties in the chair’s absence Participate as a vital part of the board leadership
Secretary Attend all board meetings Serve on the executive committee and other committees, as assigned Maintain all board records and ensure their accuracy and safety Review board minutes Assume responsibilities of the chair in the absence of the board chair, chair-elect, and vice chair Provide notice of meetings of the board and/or of a committee when such notice is required
Treasurer Maintain knowledge of the organization and personal commitment to its goals and objectives Understand financial accounting for nonprofit organizations Serve as financial officer of the organization and as chairperson of the finance committee Manage, with the finance committee, the board’s review of and action related to the board’s financial responsibilities Work with the chief executive and the chief financial officer to ensure that appropriate financial reports are made available to the board on a timely basis Assist the chief executive or the chief financial officer in preparing the annual budget and presenting the budget to the board for approval Review the annual audit and answers board members’ questions about the audit Organizational Setup: Board Development 58
Board Committees
There are 3 basic committee types: 1. Internal: Focusing on internal and operational issues coming to the board, including finance, investments, capital acquisitions, human resources, facilities, etc. 2. External: These issues include fundraising, public relations, publications, and marketing. (External com- mittees often include non-board members.) 3. Governance: Responsible for the health and functioning of the board — nominates, recruits, and orients new members, evaluates the board, monitors strategic direction, and institutes board policies.
While these functions can be split into different committees, often organizations have too many committees doing too little work, and too much overlap between them. Consider how to be the most efficient with your committee structure, so that decisions can be made in one place with one conversation.
An Executive Committee is only necessary if a board meets quarterly, in order to make determinations more fre- quently. The Executive Committee can also be an ad hoc committee, meeting only as necessary to discuss signifi- cant issues before they are raised to the entire board.
One common mistake is to make finance and fundraising into one committee. Fundraising is an external activi- ty; finance is internal. The skill sets needed in these two arenas are very different.
If you’re just starting out, consider just three committees as stated above, which will help clarify the committee’s roles and understand how they fit into the rest of the organization.
Develop clear descriptions of each committee, as well as a general statement of expectations for all committees (for instance, how often they meet, who reports to the board, what staff person is assigned to each committee, etc.).
The following 4 committee descriptions are the most common among boards:
I. Advancement Committee (also called Fundraising Committee)—external Work to improve the financial, administrative, and programmatic stability of the organization.