Table Disclosure…………………………………………………………………. 4 Now, you are on the board.

    

 

    

 

Table of Contents
Why
this Guidebook?…………………………………………………………………….. 3
Statement of Disclosure…………………………………………………………………. 4
Now, you are on the board. What Next?……………………………………………….. 5
Understand
the CCFC mission, services, policies and programs…………………………………….. 5
Understand
your duties and responsibilities as a Board member………………………………….. 6
Engage
and make personal financial contribution towards fundraising for CCFC……………….. 8
Serve
as an Ambassador for CCFC by informing others about the organization……………….. 11
Support
board decisions and treat board matters confidentially………………………………… 11
Make
a Commitment of Time………………………………………………………………………………… 12
Importance of your Fiduciary duties…………………………………………………… 12
Watch out for Conflicts of Interest……………………………………………………. 13
Sustain Legal and Ethical Integrity……………………………………………………. 14
No Personal Liability…………………………………………………………………… 15
Start engaging yourself………………………………………………………………… 15
References……………………………………………………………………………… 17
Appendix A: Board of Directors Disclosure Form……………………………………… 19
Appendix B: CCFC Theory of Change………………………………………………….. 21
 
 

Why
this Guidebook?

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This guidebook is a simple tool to help new Campaign
for a Commercial-Free Childhood (CCFC) board members understand the
organization and their roles and functions in helping CCFC reach new heights.
CCFC is deeply grateful towards your passion and willingness to serve on the
board and understand that leadership takes courage. As a board member, you hold
an essential responsibility to govern the organization and strategically direct
it. This guidebook helps you touch base with the organization and your function
as a board director, to assist you in both: the onboarding process and the role
fulfillment process. Nevertheless, this is only a guidebook. The real success, however,
lies on your commitment, clear understanding of expectations, and actions. We trust
you and look forward to new achievements under your leadership.

Statement
of Disclosure

This guidebook is prepared by Darshana
Shakya, a student of Northeastern University College of Professional Studies,
as a part of her final project in the ‘Legal and Governance Issues in Nonprofit
Organizations’ course. I currently work as an employee in CCFC, and the content
in this guidebook was developed with an objective to strengthen my knowledge of
board governance and legal duties. The information provided in this guidebook has
been reviewed and approved by CCFC and is in accordance with their policies. I
hope to provide this guidebook as a resource to the board members of CCFC, to
help them improve the efficiency and effectiveness of the board.

 

 

 

 

 

 

 

 

 

 

 

Now,
you are on the board. What Next?

CCFC selects board directors on the basis of
their commitment towards CCFC’s mission and their individual area of expertise
in fulfilling the needs of the board. 
Now, you are on the board. What Next? Often the question can be
overwhelming but CCFC has put together a list of basic expectations for
oncoming board directors to help answer this question and also maintain
effectiveness of the board. As a board director you are expected to:

Understand the CCFC mission, services, policies and
programs

 

Increasing your understanding of CCFC, its
mission and programs is the number one responsibility of a board director
because it helps you determine if the organization is heading to the right
direction or not. It also helps identify areas of contribution for board
members in line with their expertise.

 

 

 

 

 

 

 

 

 

 

 

 

RISK! Maintaining Fiscal Sponsorship: Changing Mission

Because we are operating under Third Sector
New England (TSNE) fiscal sponsorship (explained in the next section), note
that if the organization’s mission changes, it is crucial to ensure that the
new mission state purpose that is in line with TSNE’s mission, which is to build the leadership and effectiveness of
individuals, groups, and nonprofits to support a more just and democratic
society. If our mission becomes incompatible, it might risk our partnership
with TSNE MissionWorks.

 

Understand your duties and responsibilities as a Board member

 

To explain more clearly, CCFC is a public
charity and is currently receiving its tax-exempt status under the federal law
as a
fiscally sponsored project by TSNE MissionWorks. Fiscal sponsorship
simply means that there is a formal agreement, of an established public charity,
which is willing to share its tax-exempt status with another relatively small
charitable group because it contributes to their mission. Hence, mission
compatibility is important. Under this agreement, TSNE manages and oversees all
operations of CCFC under its corporate structure. The board of CCFC serves as
the required advisory board under the memorandum of agreement with TSNE. Here
is how the role of TSNE MissionWorks and CCFC Board differs, under fiscal
sponsorship:

TSNE’s Role

Board of Director’s Role

Responsible for providing general management,
financial, administrative and human resources support.

Responsible
for providing assistance in the areas of project policy development,
fundraising, and organizational development.

Legally responsible for the project, and all
current and future project employees become direct employees of TSNE.

Monitor
and evaluate the performance of Project Directors.

Help build internal capacity of CCFC and CCFC
staff by providing training, periodic assessment and consultations when
necessary.

Provide
the fiscal sponsor (TSNE) with advice and recommendations regarding
personnel, financial and administrative matters as well as other issues
related to CCFC

 

IMPORTANT

Board members must note that TSNE’s role is
only supportive and supervisory in nature. All the major strategic decisions regarding
CCFC like hiring the executive director, determining compensations and
reviewing, planning CCFC’s strategy, investing organization’s assets, and resolving
any conflicts of interest, etc. are undertaken by the board. For example, while the annual budget
is administratively supervised by TSNE, it is developed and reviewed by CCFC
board and implemented directly by CCFC staffs. Hence, board members must
exercise their rights to vote and ensure that board decisions are made by
simple majority of a quorum.

Basic Board
Structure

CCFC board
constitutes four board of directors officers namely, i) Chair, ii) Vice- Chair,
iii) Clerk, and iv) Treasurer. It also has five Standing
committees:

 

 

 

 

 

 

 

 

These Standing
committees provide you with an opportunity to gain information required to actively
make sound
judgment as a board director. CCFC is committed to provide you with the
necessary information and board members should actively engage in the
committees they serve in. Board directors can find the details of these committees
and officers role in the CCFC Bylaws provided by the Chair in the orientation
kit. However, board should practice due
care in decision-making within their committees as well. For example: In
order to decide on compensation, executive committee members should base their
decision on independent review of executive director’s compensation, review of compensation
paid by similar organization, and conduct timely performance evaluation. Not
doing so would question their accountability towards CCFC.

RISK! Maintaining Fiscal Sponsorship:
Complying with Partner and IRS Regulation

Although CCFC is granted a
charitable status under TSNE MissionWorks, it must still comply with the laws,
regulations and accounting standards governing the use of nonprofit funds, like
any other charitable organization. If CCFC is found to use fund for
non-charitable purposes either by TSNE MissionWorks or Internal Revenue Service
(IRS), it can lose its fiscal sponsorship and tax-exempt status. Hence, board
members must be cautious and fully disclose project activities to TSNE, so they
can seek advice from TSNE wherever necessary.

Engage and make personal financial contribution
towards fundraising for CCFC

 

One of the responsibilities of the board is
to ensure that the organization has adequate resources to advance their mission.
Board members are expected to actively reach out to prospective donors, build
donor relationship and contribute towards raising funds for CCFC. In addition to
helping solicit funds through personal and professional networks, board members
are also expected to financially contribute to CCFC.

Hold yourself and your fellow
Board members accountable

 

Accountability is one of the prime factors in
determining the organization’s sustainability. As a board member you are
expected to hold yourself and your fellow board members accountable for the CCFC
mission, financial viability, and the effectiveness of the
organization. Board members must periodically review that the programs
and activities conducted are within the scope of CCFC’s mission. Is it
contributing towards achieving our mission?

Responsibility for
protecting assets and providing financial oversight

In addition to the above, board
members are also answerable to donors and the beneficiaries. They must ensure resourceful
use of funds and question any unexplained discrepancies
in the financial report presented by Chief finance officer. Importantly, board
members must manage financial risks as a core responsibility, and finance
committee must especially be vigilant regarding it.

RISK!  Keeping Finances Healthy and Transparent

Lack of financial oversight could
lead to inaccurate financial reporting, failure to meet legal filing
requirements, and might also risk the reputation of the organization in worst
cases. It might also jeopardize CCFC’s partnership with TSNE MissionWorks.

Some measures to manage such risk include:

Responsibility
for monitoring and strengthening programs

Furthermore, it is also their
duty to monitor, assess, and strengthen
the quality of programs, to help maintain relevancy and effectiveness of the
organization. A case in point, if a new program of CCFC does not contribute to
the CCFC’s mission and instead strays away from promoting healthy childhood; board
must question the executive director on the program’s relevancy.

Top 5 Board Priorities for 2016/2017

 

Fundraising
Development plan with fundraising goals (Development
Committee)
Bringing new members with development skills on
board (BM&G Committee)
Financial modeling, including year-by-year
projections (Finance Committee)
Foundation strategy and outreach plan (Development
Committee)

 

Board Cohesion
Board only meets once a
year in person, so encouraging connection between meetings/calls (Executive
Committee)
Creating new lines of communication and contact between
board & staff, to keep board up to date on programs and ease ways to
participate in/support campaigns and actions (Staff)

 

Board
Leadership Development
Short term task force to determine who is in charge
of implementing which aspects (Executive Committee)
Ensure smooth Vice Chair/Chair transition and new
treasurer (BM&G Committee)
 

 
 
 
 
 

Networking
Develop short term task
force to determine networking opportunities
Include staff and board
to build networks around programs, development, etc.
Focus on helping Board
members be consistent ambassadors for CCFC

 
 
 
 

Communications
Plan
Develop and implement the communication plan
 

Serve as an Ambassador for CCFC by informing others
about the organization

 

Board members are expected to represent themselves
as frontline advocates for the CCFC’s mission. Any forms of communication with
the public or relation building like interacting with the masses, donors, or
interviewing with media will help expand our reach. It will help CCFC grow and
flourish.

Support board decisions and treat board matters
confidentially

 

It is essential to remember that the board as
a whole has the authority, and not any individual member. The board functions
as a unit and every decision is an outcome of collective understanding. Board
members need to:

§ 
Contribute to the decision-making
process and raise questions

§ 
Offer a critical perspective
wherever required, on the basis of their individual expertise

§ 
Understand the sensitivity of
information shared on the board

§  Be accountable for the decisions made as a board and be able to
answer and defend board’s decision.

All in all, board directors are expected to
support board decisions and treat any board related information with
confidentiality.

Make a Commitment of Time

 

CCFC understands
that board members have their own engagements, however it is of utmost
importance that board members realize that the success of the board lies
heavily on their commitment.  Board
members are expected to spend at least 3
hours per month on activities
related to their service on the CCFC board, including preparation for and
attendance at board meetings, committee meetings, and CCFC functions and
events. You are expected to attend every board and committee meeting (in person
or electronically), but should inform the Chairperson in advance if you will be
unable to attend.

Importance of your
Fiduciary duties

 

As a nonprofit organization’s board member,
you are entitled as a fiduciary, entrusted to protect and act in the best
interest of the organization, in good faith. As a fiduciary of CCFC, you hold
the organization in trust for the public benefit. In which you have two primary
duties: the duty of care and the duty of loyalty.

Duty of care simply
means that you must exercise reasonable care, and make informed decisions as a
normally prudent person would, when acting on behalf of the organization. For
instance, if you consistently miss board meetings and do not pay due attention
in undertaking financial decisions, because TSNE is supporting CCFC’s financial
and administrative operations, it would mean you are neglecting your duty of
care.

Duty of loyalty, on the
other hand, mean that you must always act in good faith and in a manner that
you reasonably believe is in the best interest of the organization. An example of
breaching duty of loyalty, would be if a board member who while representing
the organization, enters into contract with a service provider devoid of
competitive bidding, with the intention to advance his private business
relation. This example also indicates the importance of understanding conflicts
of interest, which in simple terms mean a transaction/arrangement that benefit
a board member/officer or an employee at the cost of the organization’s
benefit.

Watch out for Conflicts of
Interest

 

As a board
member you need to be cautious about a potential conflict of interest between your
own financial interests and your duty as a board member of the organization. CCFC
expects the board members to review CCFC’s Conflict of Interest Policy and clearly
understand the difference and disclose any such conflict, when it arises. After
reading CCFC’s Conflict of Interest Policy, you are expected to understand:

 

RISK! Avoid Excess Benefit,
Private Inurement and Intermediate Sanctions

Unresolved conflicts of interest pose serious
threat to an organization. CCFC expects you to be aware about following risks,
and seek action immediately with CCFC’s Board
Membership and Governance Committee, if observed:

§  Risk of excess benefit transaction: It exists when compensation
arrangements and benefits are unreasonable, and exceed what is deemed fair, to
a disqualified person.

§  Risk of Private Inurement: It exists when partnerships,
joint ventures, and arrangements with management organizations do not conform
to CCFC’s written policies, are not properly recorded, and reflect unreasonable
investment jeopardizing charitable purposes resulting in impermissible private
benefit.

§  Risk of Intermediate Sanctions:  These are fines that the Internal Revenue
Service imposes when a disqualified person receive compensation or benefits
that exceed the value of services or goods, they had provided for the
organization.

Sustain Legal and Ethical Integrity

 

CCFC
was formed to serve the benefit of healthy and a commercial-free childhood, and
it should remain accountable to it. Being a public charity, CCFC board must abide by the legal
obligations and honestly follow the organizations policies and procedures. This
includes complying with legal annual government filing requirements,
adhering to the conflict of interest policy, and to the internal financial controls
procedures in place. Board should ensure transparency, and a safe and
equal environment for everyone in the organization.

In an
event of any illegal or unethical conduct within the board or charity like
misuse of charity’s resources, CCFC board members and staff must have access to
the organization’s Whistle Blower
Policies. This ensures them the right to report any inappropriate action or
suspicion, and safeguards them from personal retaliation or any form of
penalty.

No Personal Liability

 

The Federal
Volunteer Protection Act protects the members, directors, and officers of the
organization, who function as a volunteer. According to which you shall not be
personally liable for any debt, liability or obligation of the organization,
provided you were:

§  Authorized and were acting within the scope of your assigned
responsibilities

§  Exercising your duty of care and did not intentionally ignore the
rights or safety of the individual harmed by the volunteer

§  Acting in good faith, and not engaged in willful or criminal
misconduct, and gross negligence

Start engaging yourself

 

You can check out our Annual report 2016. Our
activities have been possible due to the sincerity and hard work of our vibrant
team of leadership and executives. We are glad to have you on board with our
team and you can start by getting to know our Board members and CCFC
staffs. We also actively share our news and ideas
on social media. Connect with us on Facebook and Twitter. We would love to share your ideas and concerns regarding our
mission.

 

 

10 Quick Tips to be an Effective Board Member

 

 

 

1. 
Learn about the organization

 

2. 
Familiarize yourself with the
organization’s governing documents

 

3. 
Know your Team members

 

4. 
Focus on your professional
development as a board member

 

5. 
Be punctual and attend regularly

6.  Stay updated on the organization’s finances and programs

 

7.  Engage in timely monitoring and evaluation

 

8.  Spread the word about the organization

 

9.  Be cautious about any Conflict of Interest

 

10.   
Enjoy the experience of being on
the Board

 

 

 

 

 

 

 

 

 

 

 

 

 

References

 

Barlow, J.
(2016, February 23). How to be an Effective Board Member. How to Be an
Effective Board Member | BoardEffect. Retrieved November 25, 2017, from

How to be an Effective Board Member

HOWE, F.
(2000, November). The Board Member’s First Duty: Accountability. Retrieved
November 22, 2017, from https://www.snpo.org/samples/V180613.pdf

Katz, D. A.
(2016, February 1). So You’re Thinking of Joining a Public Company Board. So
You’re Thinking of Joining a Public Company Board. Retrieved November 28, 2017,
from

So You’re Thinking of Joining a Public Company Board

Korngold, A.
(2012, November 9). The Role of the Nonprofit Board: Four Essential Factors for
Effective Governance. The Role of the Nonprofit Board: Four Essential
Factors for Effective Governance | HuffPost. Retrieved November 28, 2017, from
https://www.huffingtonpost.com/alice-korngold/the-role-of-the-nonprofit_b_1867740.html

M. (2017,
August 23). 6 Tips on How to Become a More Effective Board Member. 6 Tips
on How to Become a More Effective Board Member – Evercondo. Retrieved November
25, 2017, from
http://blog.evercondo.com/index.php/2017/08/23/6-tips-become-effective-board-member/

Sattely, J.
n.d.A White Paper: On Comprehensive Fiscal Sponsorship. Retrieved November 15,
2017, from
http://www.tsne.org/sites/default/files/White-Paper-Fiscal-Sponsorship.pdf

Stamm, S. J. (2016,
April 28). Not Just a Job: What Makes a Good Board Member?. Not Just A
Job: What Makes a Good Board Member? | BoardEffect. Retrieved November 20,
2017, from http://www.boardeffect.com/blog/what-makes-a-good-board-member/

Siegel, J. B. (2006). A desktop guide for
nonprofit directors, officers, and advisors: avoiding trouble while doing good.
Hoboken, New Jersey: Wiley & Sons, Inc.

(2017,
April). Board Member’s Guide. Retrieved November 12, 2017, from
https://nma1.org/documents/guidebooks/Board_Members_Guide.pdf

 

 

 

 

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